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恒基达鑫: 总经理工作细则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
General Provisions - The purpose of the work rules is to improve the corporate governance structure of Zhuhai Hengji Daxin International Chemical Storage Co., Ltd. and to standardize the authority and procedures of the general manager [1] - The work rules apply to the general manager, deputy general manager, and financial officer [1] Qualifications and Appointment Procedures - The general manager must possess rich management knowledge and practical experience, strong operational management capabilities, and a certain number of years in enterprise management or economic work [2] - Individuals with specific disqualifying conditions, such as criminal convictions or significant personal debts, are not eligible to serve as general manager [2] Authority and Responsibilities - The general manager is responsible for implementing board resolutions, managing daily operations, and reporting to the board [3][4] - The general manager has the authority to approve transactions that meet specific financial thresholds, ensuring that they align with company policies [5] Duties of the General Manager - The general manager must maintain the company's assets, ensure compliance with laws and regulations, and report regularly to the board [16] - The general manager is also responsible for enhancing employee training, fostering a positive corporate culture, and ensuring safety and environmental protection [19] Meeting Procedures - The company implements a general manager office meeting system to address significant operational decisions and departmental submissions [20] - The general manager must convene a temporary meeting within seven working days under certain conditions, such as requests from the chairman or audit committee [23] Performance Evaluation - The general manager, deputy general manager, and financial officer are subject to evaluation by the board, with compensation determined by the board [28] - Rewards and penalties are based on the achievement of annual profit targets and other operational indicators [29]
恒基达鑫: 信息披露事务管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Viewpoint - The document outlines the information disclosure management system of Zhuhai Hengji Daxin International Chemical Storage Co., Ltd, emphasizing the importance of timely, accurate, and fair disclosure of significant information that may impact the company's securities and investor decisions [1][2][3]. Group 1: Information Disclosure Responsibilities - The Chairman is the primary responsible person for information disclosure, while the Board Secretary is the main responsible person for managing disclosure affairs [2][3]. - Information disclosure is a continuous responsibility of the company, requiring timely and fair disclosure to all shareholders [5][6]. - Company directors and senior management must ensure the accuracy and completeness of disclosed information, and any doubts must be declared in announcements [3][10]. Group 2: Disclosure Principles and Standards - Information must be disclosed in a clear, concise, and understandable manner, avoiding misleading statements or omissions [5][6]. - The company must disclose significant events that may impact the trading price of its securities promptly [13][15]. - Regular reports, including annual, semi-annual, and quarterly reports, must be disclosed within specified timeframes [7][8][9]. Group 3: Internal Control and Audit - The company must establish effective internal controls for financial management and accounting to ensure the accuracy of financial information [81][82]. - The Audit Committee is responsible for supervising the compliance of directors and senior management with disclosure responsibilities [57][58]. Group 4: Confidentiality and Insider Information - The company must manage insider information and ensure that those with access to such information maintain confidentiality [64][66]. - Individuals with insider information are prohibited from disclosing it or engaging in insider trading [66][75]. Group 5: Consequences of Non-compliance - Individuals responsible for information disclosure may face consequences for failing to comply with legal and regulatory requirements, including reprimands or termination [92][93]. - The company must take corrective actions for any significant errors in disclosed information and report them accordingly [30][31].
恒基达鑫: 对外提供财务资助管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Points - The company has established a financial assistance management system to regulate its operations and protect the rights of investors [1][2] - The system outlines the approval process for providing financial assistance, requiring majority board approval and, in certain cases, shareholder approval [2][5] - The company is prohibited from providing financial assistance to related parties, including directors and major shareholders [3][4] - A risk assessment must be conducted before providing financial assistance, and the company must disclose relevant information regarding the assistance provided [5][6] Chapter Summaries Chapter 1: General Provisions - The purpose of the financial assistance management system is to enhance the company's operational standards and promote the healthy development of the SME board market [1] - Financial assistance includes both paid and unpaid funding, with specific exceptions outlined [1] Chapter 2: Approval of Financial Assistance - Financial assistance requires approval from more than half of the board and two-thirds of attending directors [2] - Certain conditions necessitate shareholder approval, such as when the assistance exceeds 10% of the company's audited net assets [2] Chapter 3: Internal Execution Procedures - A risk assessment report must be prepared before providing financial assistance, covering various financial and operational aspects of the recipient [5] - The finance department is responsible for tracking and supervising the recipient after the assistance is granted [5] Chapter 4: Information Disclosure - The company must disclose details of the financial assistance within two trading days after board approval, including the purpose and recipient's financial status [6] - Additional disclosures are required if the recipient fails to repay or faces financial difficulties [6] Chapter 5: Penalties - Violations of the financial assistance regulations may lead to economic liability for responsible personnel, and severe cases may result in criminal prosecution [7] Chapter 6: Supplementary Provisions - The financial assistance management system will be implemented upon board approval and is subject to relevant laws and regulations [7]
恒基达鑫: 独立董事专门会议制度
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Points - The document outlines the governance structure and responsibilities of independent directors at Zhuhai Hengji Daxin International Chemical Storage Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders [1][2][4] Group 1: Independent Director Responsibilities - Independent directors must fulfill their duties with loyalty and diligence, adhering to relevant laws and regulations, and should act independently to safeguard the overall interests of the company and minority shareholders [2][4] - Independent directors are required to hold special meetings exclusively attended by independent directors to discuss significant matters, with a notification period of at least three days prior to the meeting [2][3] Group 2: Meeting Procedures - Special meetings of independent directors require the presence of at least two-thirds of independent directors to be valid, and non-independent directors may attend but cannot vote [3][4] - Voting in special meetings is conducted on a one-vote-per-person basis, and meetings can be held through various communication methods, including online and telephone [3][4] Group 3: Decision-Making and Reporting - Certain matters, such as related party transactions and changes in commitments, must be discussed and approved by a majority of independent directors before being submitted to the board [4][5] - Independent directors must submit an annual report detailing their performance and the outcomes of special meetings to the company's annual shareholders' meeting [7][8]
贤丰控股: 关于公司制度修订及制定已生效的公告
Zheng Quan Zhi Xing· 2025-09-05 16:33
Group 1 - The company held the 20th meeting of the 8th Board of Directors on August 19, 2025, and the second extraordinary general meeting of shareholders on September 5, 2025, where several proposals were approved, including changes to the registered address and business scope, as well as amendments to the company's articles of association and various management systems [1][2] - The company no longer has a supervisory board, and the responsibilities of the supervisory board have been transferred to the audit committee of the board of directors [2] - The company expressed gratitude to the former supervisors for their contributions to the company's development during their tenure [2]
恒基达鑫: 投资者关系管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Viewpoint - The document outlines the investor relations management system of Zhuhai Hengji Daxin International Chemical Storage Co., Ltd, emphasizing the importance of fair, transparent, and compliant communication with investors to enhance corporate governance and overall value [1][2]. Chapter Summaries Chapter 1: General Principles - The company establishes this system to regulate its operations, protect investor rights, and improve quality based on relevant laws and regulations [1]. Chapter 2: Requirements and Basic Principles of Investor Relations Management - Investor relations management should adhere to principles of compliance, equality, proactivity, and honesty, ensuring fair treatment of all investors, especially minority shareholders [2][3]. Chapter 3: Responsibilities and Setup of Investor Relations Management Department - The board secretary is designated as the head of investor relations management, coordinating activities and ensuring compliance with disclosure regulations [3][4]. Chapter 4: Investor Relations Management Activities - The company is responsible for handling investor complaints and must ensure equal treatment of all investors during communication activities [5][6]. Chapter 5: Information Disclosure in Investor Relations Management Activities - The board secretary is responsible for managing investor relations and ensuring timely and accurate information disclosure [11][12]. Chapter 6: Supplementary Provisions - The system will be implemented upon approval by the board and will be subject to relevant laws and regulations [13][14].
恒基达鑫: 董事会秘书工作制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Points - The document outlines the work system for the board secretary of Zhuhai Hengji Daxin International Chemical Storage Co., Ltd, emphasizing the need for compliance with relevant laws and regulations [1][10] - The board secretary is a senior management position responsible for communication with the Shenzhen Stock Exchange and ensuring the company's compliance with information disclosure requirements [2][5] Group 1: General Provisions - The board secretary is appointed by the board of directors and is responsible for the company's information disclosure and investor relations management [5][6] - The company must provide necessary conditions for the board secretary to perform their duties effectively [1][2] Group 2: Qualifications and Restrictions - The board secretary must possess necessary financial, management, and legal knowledge, and must hold a qualification certificate issued by the Shenzhen Stock Exchange [4][5] - Certain individuals are prohibited from serving as board secretary, including those under regulatory sanctions or with recent administrative penalties [3][4] Group 3: Main Responsibilities - The board secretary is responsible for preparing meetings, managing shareholder information, and ensuring timely and accurate information disclosure [5][6] - The board secretary must coordinate communication between the company and regulatory bodies, shareholders, and other stakeholders [5][6] Group 4: Appointment and Dismissal - The board secretary's term is three years, and the company must appoint a new secretary within three months if the position becomes vacant [6][8] - The board must provide valid reasons for dismissing the board secretary and must report the dismissal to the Shenzhen Stock Exchange [7][8] Group 5: Legal Responsibilities - The board secretary has a duty of loyalty and diligence to the company and must not misuse their position for personal gain [8][9] - Upon leaving the position, the board secretary must sign a confidentiality agreement to maintain the confidentiality of sensitive information [9][10]
恒基达鑫: 董事会战略委员会工作规则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Points - The article outlines the establishment and operational rules of the Strategic Committee of Zhuhai Hengji Daxin International Chemical Storage Co., Ltd, aimed at enhancing the company's core competitiveness and improving investment decision-making processes [3][4][8] Group 1: General Provisions - The Strategic Committee is a specialized working body established by the Board of Directors to conduct feasibility studies on long-term strategic planning and major strategic investments, providing recommendations to the Board [3][4] - The committee consists of three directors, including at least one independent director, and is chaired by the Chairman of the Board [3][4] Group 2: Responsibilities and Authority - The main responsibilities of the Strategic Committee include researching and proposing suggestions for the company's long-term strategic planning, major investment financing plans, and significant capital operations [4][5] - The committee is responsible for reviewing the implementation of these matters and any other issues authorized by the Board [4][5] Group 3: Working Procedures - An Investment Review Group is established under the Strategic Committee, led by the General Manager, to prepare for decision-making by providing relevant materials [5][6] - The Strategic Committee holds regular meetings at least once a year and can convene temporary meetings as needed, ensuring that all members can communicate effectively [6][7] Group 4: Meeting Rules - Meetings require the presence of at least two-thirds of the committee members to be valid, and decisions must be approved by a majority [7][8] - The committee can invite external professionals for advice, with costs covered by the company [7][8]
恒基达鑫: 董事、高级管理人员薪酬及考核管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
General Principles - The company aims to establish and improve the incentive and restraint mechanism for its operators, ensuring the stability of the core management team and aligning their interests with the long-term benefits of the enterprise [2][3] - The management and decision-making bodies include the Board of Directors and the Compensation and Assessment Committee, which are responsible for evaluating and determining the compensation of senior management [5][6] Compensation Structure - Senior management compensation consists of basic salary and performance-based pay, linked to responsibilities, risks, and operational performance [3][4] - Basic salary is determined by market standards and factors such as position, responsibility, and capability, and is paid monthly [3][4] - Performance pay is based on the completion of company operational goals, safety production, compliance, and the effectiveness of the senior management's responsibilities [3][4] Performance Assessment - The annual performance assessment period runs from January 1 to December 31, with evaluations conducted by the Compensation and Assessment Committee based on the company's operational status and annual audit results [5][6] - Specific conditions under which performance pay will not be granted include serious damage to company interests and significant legal violations [5][6] Implementation and Effectiveness - The compensation and assessment system will take effect upon approval by the Board of Directors [6]
恒基达鑫: 董事会安全及风控管理委员会工作规则
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Points - The establishment of a Safety and Risk Control Management Committee by Zhuhai Hengji Daxin International Chemical Storage Co., Ltd. aims to enhance safety management and risk control capabilities [1][2] - The committee is responsible for consulting and reviewing safety management and risk control, overseeing overall safety, environmental protection, and investment risk management [1][2] - The committee consists of four directors, including at least two independent directors, and is accountable to the board of directors [2][3] Responsibilities and Authority - The committee's main responsibilities include reviewing safety and risk control management structures, submitting safety and risk management reports to the board, and evaluating risk judgment standards for major decisions and events [2][3] - The committee is required to regularly hear reports from the company's safety production committee and investment and risk management department [2][3] Meeting Procedures - The committee holds regular meetings at least twice a year and can convene temporary meetings as needed [3][4] - Meetings require the presence of at least two-thirds of the committee members to be valid, and decisions must be approved by a two-thirds majority [4][5] - Meeting records must be kept, and members are obligated to maintain confidentiality regarding discussed matters [5][6] Implementation and Amendments - The rules established for the committee take effect upon approval by the board and will be amended as necessary [6][7] - Any unresolved matters will be governed by relevant national laws and regulations, and the board is responsible for interpreting these rules [6][7]