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雅戈尔: 雅戈尔时尚股份有限公司投资者关系管理制度(2025年8月修订稿)
Zheng Quan Zhi Xing· 2025-08-29 11:21
Core Viewpoint - The document outlines the investor relations management system of Youngor Fashion Co., Ltd., emphasizing the importance of effective communication between the company and its investors, particularly small and medium-sized investors, to enhance corporate governance and protect investor rights [1][2]. Group 1: Principles of Investor Relations Management - The investor relations management should adhere to compliance, ensuring all activities are conducted in accordance with laws and regulations [3]. - Equal treatment of all investors is essential, with a focus on providing opportunities for small and medium-sized investors [2]. - Proactive engagement with investors is necessary to gather feedback and address their concerns promptly [2]. - Honesty and integrity must be maintained in all investor relations activities to foster a healthy market environment [2]. Group 2: Communication Content and Methods - Key communication topics include the company's development strategy, legal disclosures, operational management information, environmental, social, and governance information, and shareholder rights [4]. - The company should utilize multiple channels and platforms for investor relations, including the company website, new media, and direct communication methods like phone and email [4][5]. - Establishing a mechanism for communicating significant events with investors is crucial, ensuring timely and effective engagement [5]. Group 3: Responsibilities and Organization - The board of directors is responsible for overseeing the investor relations management, with the board secretary coordinating the activities [9]. - A dedicated securities department should be established to manage investor relations, ensuring staff are well-trained and knowledgeable [10]. - The company must maintain clear records of investor relations activities, including participant details and communication content [6][7]. Group 4: Handling Investor Requests and Disputes - The company is responsible for addressing investor requests and complaints promptly and effectively [8]. - In case of disputes, the company should cooperate with mediation organizations to resolve issues amicably [8]. - It is important to distinguish between promotional materials and media reports to maintain transparency and objectivity [8].
雅戈尔: 雅戈尔时尚股份有限公司董事和高级管理人员持有公司股份及其变动管理办法(2025年8月修订稿)
Zheng Quan Zhi Xing· 2025-08-29 11:21
General Principles - The document outlines the management measures for the shareholding and trading behavior of directors and senior management of Youngor Fashion Co., Ltd. [2][3] - The regulations are based on relevant laws such as the Company Law and Securities Law of the People's Republic of China, as well as the company's articles of association [3][4]. Scope of Application - The measures apply to the company's directors and senior management, including managers, deputy managers, board secretaries, and financial directors [3]. - Directors and senior management must be aware of laws prohibiting insider trading and market manipulation before trading company shares [4]. Shareholding Management - Directors and senior management are restricted from transferring more than 25% of their total shareholding during their term, with exceptions for judicial enforcement or inheritance [5]. - If a director or senior manager holds fewer than 1,000 shares, they may transfer all shares at once without restriction [5]. Information Disclosure - Directors and senior management must report their shareholding information to the company’s securities department within specified timeframes, such as within two trading days after a change in personal information [6][8]. - A written notice of trading plans must be submitted to the board secretary before any share transactions [8]. Trading Restrictions - Directors and senior management are prohibited from trading company shares during specific periods, such as 15 days before the announcement of annual or semi-annual reports [7]. - They must not sell shares within six months of purchase or buy shares within six months of selling [7]. Penalties and Responsibilities - Violations of these regulations may result in legal actions by regulatory authorities and internal penalties from the company [11][12]. - The board secretary is responsible for managing the compliance of directors and senior management with these regulations [10]. Implementation and Amendments - The measures will take effect upon approval by the company's board of directors and will be revised as necessary to comply with national laws and regulations [12].
雅戈尔: 雅戈尔时尚股份有限公司年报信息披露重大差错责任追究制度(2025年8月修订稿)
Zheng Quan Zhi Xing· 2025-08-29 11:21
Core Viewpoint - The company has established a system for accountability regarding significant errors in annual report disclosures to enhance the quality and transparency of information provided to stakeholders [1][2]. Group 1: General Principles - The system aims to improve the company's operational standards and ensure the authenticity, accuracy, completeness, and timeliness of annual report disclosures [1]. - Accountability is defined as the pursuit and handling of responsibilities when significant economic losses or adverse social impacts occur due to negligence or misconduct in annual report disclosures [2]. Group 2: Applicability and Principles - The accountability system applies to directors, senior management, department heads, subsidiaries, and other relevant personnel involved in annual report disclosures [2]. - The principles of accountability include factual accuracy, objectivity, proportionality of fault and responsibility, and the correlation between rights and responsibilities [2]. Group 3: Conditions for Accountability - The company will pursue accountability in cases of violations of laws, regulations, or internal policies that lead to significant errors in annual report disclosures [3]. - Specific conditions include failure to follow disclosure procedures, lack of timely communication, and other personal reasons leading to significant errors [3]. Group 4: Penalties and Mitigating Factors - The company may impose severe penalties for serious violations, especially if they result from subjective factors [3]. - Mitigating factors for reduced penalties include effective prevention of adverse outcomes, proactive correction of errors, and incidents caused by unforeseen circumstances [4]. Group 5: Forms of Accountability - Accountability can take various forms, including administrative actions (e.g., reprimands, demotions, or termination) and economic penalties (e.g., salary reductions or compensation for losses) [4]. - The board of directors has the discretion to determine the appropriate form and severity of penalties based on the circumstances [4]. Group 6: Implementation and Amendments - The system will be implemented upon approval by the board of directors and will be subject to amendments as necessary [5].
雅戈尔: 雅戈尔时尚股份有限公司内幕信息知情人管理制度(2025年8月修订稿)
Zheng Quan Zhi Xing· 2025-08-29 11:21
Core Points - The document outlines the insider information management system of Youngor Fashion Co., Ltd, aiming to regulate insider information management and enhance confidentiality [1] - The board of directors is designated as the management body for insider information, with the chairman as the primary responsible person [1][2] - The document specifies the types of insider information and the individuals who qualify as insider information insiders [2][3] Group 1: Insider Information Definition - Insider information refers to undisclosed information that significantly impacts the company's operations, finances, or market price of its securities [2] - Examples of insider information include major changes in business policies, significant asset transactions exceeding 30% of total assets, and major losses or debts [2] Group 2: Insider Information Insiders - Insider information insiders include company directors, senior management, shareholders holding over 5% of shares, and individuals who can access insider information due to their roles [3][4] - The document emphasizes the need for a comprehensive record of insiders who have access to insider information before it is publicly disclosed [4][5] Group 3: Management and Record-Keeping - The company must maintain a detailed record of insider information insiders, including the time, place, and manner of their knowledge [5][6] - A memorandum of significant events must be created for major transactions, detailing key decision points and involved personnel [6][7] Group 4: Confidentiality and Penalties - The company must ensure that insiders sign confidentiality agreements and understand their obligations regarding insider information [8][9] - Violations of the insider information management system can lead to disciplinary actions, including warnings, demotions, or legal consequences [10][11]
雅戈尔: 雅戈尔时尚股份有限公司信息披露暂缓与豁免业务内部管理制度(2025年8月修订稿)
Zheng Quan Zhi Xing· 2025-08-29 11:21
Core Viewpoint - The document outlines the internal management system for the deferral and exemption of information disclosure by Youngor Fashion Co., Ltd, emphasizing compliance with legal regulations and the protection of investors' rights [2][3]. Group 1: General Principles - The company aims to standardize the deferral and exemption of information disclosure to ensure compliance with laws and regulations [2]. - The company and other obligated parties must disclose information truthfully, accurately, completely, and timely, avoiding misuse of deferral or exemption to mislead investors [2][3]. Group 2: Scope and Conditions for Deferral and Exemption - Information can be deferred or exempted if it involves state secrets or could violate confidentiality regulations [3]. - The company has an obligation to protect state secrets and must not disclose them through any means, including investor interactions or media [3]. - Business secrets can be deferred or exempted if they fall under specific conditions, such as core technology information that could lead to unfair competition [3][4]. Group 3: Internal Procedures for Deferral and Exemption - The internal approval process for deferral or exemption includes submission of requests by relevant department heads to the securities department, followed by review and approval from the board secretary and chairman [5]. - If the deferral or exemption is approved, the relevant documents must be archived for ten years [5][6]. - The company must report any deferral or exemption actions to the regulatory authorities within ten days after the announcement of periodic reports [7]. Group 4: Accountability Mechanism - The company has established a responsibility accountability mechanism for deferral and exemption actions, with potential penalties for those who fail to comply with the regulations [7][8].
雅戈尔: 雅戈尔时尚股份有限公司外部信息报送和使用管理制度(2025年8月修订稿)
Zheng Quan Zhi Xing· 2025-08-29 11:21
Core Points - The document outlines the external information reporting and usage management system of Youngor Fashion Co., Ltd, aiming to enhance the management of information disclosure and prevent insider trading [1][2] - The system is applicable to the company, its departments, subsidiaries, branches, directors, senior management, and other relevant personnel [1] Group 1: Information Reporting and Management - Directors and senior management must comply with relevant laws and regulations regarding information disclosure and follow necessary procedures for reporting [2] - Confidentiality obligations are imposed on directors and senior management before the public disclosure of regular and temporary reports, prohibiting any leaks of information [2][3] - The company is not allowed to provide annual statistical reports to external parties before the legal disclosure of such information [2] Group 2: Insider Information Management - Unpublished significant information is classified as insider information, and external parties must be reminded of their confidentiality obligations [3] - External parties are prohibited from disclosing unpublished significant information or trading based on such information before the company has made a legal announcement [3][4] - The company reserves the right to seek compensation from external parties for economic losses caused by the improper use of unpublished information [4]
雅戈尔: 雅戈尔时尚股份有限公司重大事项内部报告制度(2025年8月修订稿)
Zheng Quan Zhi Xing· 2025-08-29 11:21
Core Points - The internal reporting system for significant events at Youngor Fashion Co., Ltd. aims to ensure timely, truthful, accurate, and complete disclosure of information that may significantly impact the trading price of the company's securities and derivatives [1][2] Group 1: General Provisions - The internal reporting system is established to clarify the responsibilities and procedures for reporting significant information across the company's headquarters, subsidiaries, and relevant personnel [1] - Significant event report obligors include company directors, senior management, department heads, subsidiary heads, and major shareholders [1][2] Group 2: Scope of Significant Events - Significant events include important meetings, major transactions, and significant related transactions that may affect the company's operations [2] - Specific reporting thresholds are set for various types of transactions, such as those exceeding 10% of the company's audited total assets or net assets, or significant changes in revenue or profit [2][3] Group 3: Reporting Procedures - The first responsible person for reporting significant events is the head of each department or subsidiary, who must designate a liaison for communication with the board and securities department [4] - Report obligors must report significant events on the same day they become aware of them, using phone or email, and submit a report form with supporting documents [4][5] Group 4: Responsibilities and Penalties - Report obligors are responsible for the authenticity, completeness, accuracy, and timeliness of the reported information [6] - The company has the right to hold report obligors accountable for failing to report significant events in a timely manner, which may lead to economic losses or other adverse consequences [7]
雅戈尔: 雅戈尔时尚股份有限公司关于以集中竞价交易方式回购股份的回购报告书
Zheng Quan Zhi Xing· 2025-08-29 11:21
Core Viewpoint - The company plans to repurchase shares through a centralized bidding process, with a total repurchase amount ranging from 500 million to 960 million yuan, aimed at employee stock ownership plans or equity incentives [2][3][4] Summary by Sections Repurchase Plan Overview - The repurchase plan was approved by more than two-thirds of the board members and does not require shareholder meeting approval [2] - The repurchase will be conducted within 12 months after board approval [2] - The maximum repurchase price is set at 8 yuan per share [3][4] Financial Details - The estimated repurchase amount is between 500 million yuan and 960 million yuan [3] - The funding sources for the repurchase will be the company's own funds and other self-raised funds [3][5] - The total number of shares to be repurchased is estimated to be between 62.5 million and 120 million shares, representing 1.35% to 2.60% of the total share capital [4] Purpose and Use of Repurchased Shares - All repurchased shares will be used for equity incentives or employee stock ownership plans [4][10] - The company aims to enhance investor confidence and promote long-term sustainable development through this repurchase [10] Impact on Company Structure - The repurchase is not expected to significantly impact the company's daily operations, financial status, or debt repayment capabilities [9][10] - The repurchase will not lead to a change in control of the company, and the share distribution will remain compliant with listing requirements [9][10] Compliance and Disclosure - The company has established a dedicated securities account for the repurchase [13] - The company will disclose information regarding the progress of the repurchase in a timely manner [13]
雅戈尔: 雅戈尔时尚股份有限公司2025年第一季度利润分配方案的公告
Zheng Quan Zhi Xing· 2025-08-29 11:12
Group 1 - The company announced a cash dividend distribution of 0.08 yuan per share (tax included) for the first quarter of 2025, with no bonus shares or capital reserve fund transfers [1][2] - As of March 31, 2025, the company's net profit was approximately 615.90 million yuan (unaudited), and the undistributed profits amounted to approximately 27.53 billion yuan (unaudited) [1] - The total share capital as of the board meeting date was 4,623,441,902 shares, leading to a total cash dividend distribution of approximately 369.88 million yuan (tax included) [2] Group 2 - The board of directors approved the profit distribution plan with a vote of 9 in favor, confirming compliance with the company's profit distribution policy and shareholder return plan [2] - The profit distribution plan falls within the decision-making authority granted to the board by the 2024 annual general meeting and does not require further approval from the shareholders' meeting [2]
雅戈尔: 雅戈尔时尚股份有限公司第十一届董事会第二十次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 11:12
Group 1 - The board of directors of Youngor Fashion Co., Ltd. held its 20th meeting of the 11th session on August 18, 2025, with all 9 directors present, complying with legal and procedural requirements [1][2] - The meeting reviewed and approved the 2025 semi-annual operational report and financial report, which were also audited by the board's audit committee [1] - The company disclosed the details of the semi-annual report and the management's discussion and analysis in the report [1] Group 2 - The board approved the establishment and revision of a system to prevent the controlling shareholders and related parties from occupying company funds, which will take effect upon approval [2] - The company also approved a proposal for share repurchase through centralized bidding, with details provided in the related repurchase report [2]