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福瑞达: 鲁商福瑞达医药股份有限公司第十二届董事会独立董事专门会议决议
Zheng Quan Zhi Xing· 2025-08-21 13:14
Core Viewpoint - The independent directors of Lushang Furuida Pharmaceutical Co., Ltd. convened a special meeting to review and approve a risk assessment report regarding Shandong Provincial Commercial Group Financial Co., Ltd., concluding that there are no significant deficiencies in its risk management [1][2]. Group 1 - The special meeting of the independent directors was held on August 19, 2025, and was legally valid as per relevant regulations [1]. - The independent directors unanimously approved the risk assessment report, which reflects the operational qualifications, internal controls, management, and risk management status of Shandong Provincial Commercial Group Financial Co., Ltd. [2]. - The report indicates that Shandong Provincial Commercial Group Financial Co., Ltd. is under strict supervision by the China Banking and Insurance Regulatory Commission, ensuring its business scope and internal risk control measures are adequately managed [2].
福瑞达: 鲁商福瑞达医药股份有限公司关于召开2025年半年度业绩说明会的公告
Zheng Quan Zhi Xing· 2025-08-21 13:13
证券代码:600223 证券简称:福瑞达 编号:临 2025-025 关于召开 2025 年半年度业绩说明会的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏,并对其内容的真实性、准确性和完整性依法承担法律责任。 重要内容提示: ? 会议召开时间:2025 年 8 月 29 日(星期五)14:00-15:00 ? 网络参与地址:上证路演中心平台(http://roadshow.sseinfo.com/) ? 会议召开方式:上证路演中心网络文字互动 ? 问题征集方式:投资者可于 2025 年 8 月 22 日(星期五)至 8 月 28 日 (星期四)16:00 前将需要了解的情况和相关问题通过电子邮件的形式发送至公 司投资者关系邮箱:lsfrd600223@163.com。公司将在业绩说明会上对投资者普 遍关注的问题进行回答。 鲁商福瑞达医药股份有限公司(以下简称"公司")于 2025 年 8 月 22 日披露 公司 2025 年半年度报告,为了便于广大投资者更全面深入地了解公司 2025 年上 半年业绩和经营情况,公司拟于 2025 年 8 月 29 日(星期五)14:0 ...
福瑞达: 鲁商福瑞达医药股份有限公司关于取消监事会及修订《公司章程》和部分治理制度的公告
Zheng Quan Zhi Xing· 2025-08-21 13:13
Group 1 - The company has decided to abolish the supervisory board and amend its articles of association and governance systems to comply with the new Company Law effective from July 1, 2024 [1][2] - The supervisory board's functions will be transferred to the audit committee of the board of directors, and relevant rules regarding the supervisory board will be abolished [1][2] - The amendments to the articles of association are based on the latest regulations from the Company Law, the Guidelines for Articles of Association of Listed Companies, and the Shanghai Stock Exchange Listing Rules [2][3] Group 2 - The company was established as a joint-stock company in 1993, with major sponsors including Wan Jie Group and several textile and chemical factories [3][4] - The company underwent a restructuring in 1998, merging with Shandong Zibo Wanjie Medical Co., Ltd., and received a new certificate of approval from the provincial government [4] - The company has undergone several regulatory confirmations and has been compliant with the Company Law since its establishment [4][5] Group 3 - The company aims to enhance its operational standards and governance in line with legal requirements and its actual circumstances [1][2] - The governance structure will be revised to ensure compliance with the latest legal frameworks and to improve the company's operational efficiency [1][2] - The company is committed to maintaining the rights and interests of its shareholders while ensuring a transparent and fair governance process [1][2]
福瑞达: 鲁商福瑞达医药股份有限公司关于2025年第二季度主要经营数据的公告
Zheng Quan Zhi Xing· 2025-08-21 13:13
证券代码:600223 证券简称:福瑞达 编号:临 2025-021 鲁商福瑞达医药股份有限公司 关于 2025 年第二季度主要经营数据的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏,并对其内容的真实性、准确性和完整性依法承担法律责任。 根据上海证券交易所《上海证券交易所上市公司自律监管指引第 3 号行业信 息披露:第十三号——化工》的要求,现将鲁商福瑞达医药股份有限公司(以下 简称"公司")2025 年第二季度主要经营数据披露如下: 一、2025 年第二季度公司主要产品的产量、销量及收入实现情况 主要产品 产量(件) 销量(件) 营业收入(元) 护肤类 28,381,516.00 27,833,821.27 567,283,215.88 二、2025 年第二季度公司主要产品和原材料的价格变动情况 (一)主要产品价格变动情况 主要产 同比变动 环比变动 平均售价 平均售价 平均售价 品 比率(%) 比率(%) (元/件) (元/件) (元/件) 护肤类 19.88 19.78 20.38 2.52% 3.03% 护肤类产品 2025 年第二季度平均售价同比上升 2.5 ...
福瑞达: 鲁商福瑞达医药股份有限公司关于山东省商业集团财务有限公司的风险持续评估报告
Zheng Quan Zhi Xing· 2025-08-21 13:13
Group 1 - The core viewpoint of the report is that Shandong Provincial Commercial Group Financial Co., Ltd. has established a comprehensive internal control system and effectively manages risks, ensuring compliance with regulatory requirements [1][8] - The financial company was established with a registered capital of 2 billion RMB and has been operational since April 28, 2012, focusing on various financial services for its member units [1][2] - As of June 30, 2025, the financial company reported total assets of 843.59 million RMB, net assets of 248.34 million RMB, operating income of 11.75 million RMB, and net profit of 5.34 million RMB [6][7] Group 2 - The financial company has a governance structure that includes a board of directors, a supervisory board, and senior management, ensuring effective decision-making and oversight [2][4] - The company has implemented a risk management framework that includes regular audits and compliance checks, with no significant operational risks reported [6][8] - The company maintains a strong liquidity position, with deposits amounting to 150.47 million RMB, representing 51.05% of its cash balance, and a borrowing balance of 1.5 million RMB, accounting for 6.52% of total financing [7][8]
福瑞达: 鲁商福瑞达医药股份有限公司关于聘任公司董事会秘书的公告
Zheng Quan Zhi Xing· 2025-08-21 13:13
Group 1 - The company appointed Ms. Dou Qianqian as the secretary of the board of directors during the sixth meeting of the twelfth board on August 20, 2025 [1] - Ms. Dou has completed the necessary training and holds the required qualifications to perform the duties of the board secretary, as confirmed by the Shanghai Stock Exchange [1][2] - The term of Ms. Dou as board secretary will align with the current twelfth board of directors [1] Group 2 - Ms. Dou Qianqian, born in November 1982, has a master's degree and is a deputy chief pharmacist with extensive experience in the pharmaceutical industry [2] - She has held various positions within the Shandong Furuida Pharmaceutical Group, including deputy director of the Technology Development Department and assistant general manager [2] - Ms. Dou holds 14,300 shares of the company and has no conflicts of interest with major shareholders or other executives [2]
福瑞达: 鲁商福瑞达医药股份有限公司董事离职管理制度
Zheng Quan Zhi Xing· 2025-08-21 13:13
第三条 公司董事离职管理应遵循以下原则: (一)合法合规原则:严格遵守国家法律法规、监管规定及公司章程的要求; 第一章 总 则 第一条 为规范鲁商福瑞达医药股份有限公司(以下简称"公司")董事离职 程 序,确保公司治理结构的稳定性和连续性,维护公司及股东的合法权益,公司根 据《中华人民共和国公司法》(以下简称"《公司法》")、《中华人民共和国证 券法》(以下简称"《证券法》")、《上市公司治理准则》《上海证券交易所股 票上市规则》《上市公司董事和高级管理人员所持本公司股份及其变动管理规则》 等法律法规、规范性文件、证券交易所业务规则及《鲁商福瑞达医药股份有限公司 章程》(以下简称"公司章程")的有关规定,结合公司实际情况,制定本制度。 第二条 本制度适用于全体董事,包括非独立董事、独立董事以及职工董事离 职的情形。 (二)公开透明原则:及时、准确、完整地披露董事离职相关信息; (三)平稳过渡原则:确保董事离职不影响公司正常经营和治理结构的稳定性; (四)保护股东权益原则:维护公司及全体股东的合法权益。 第二章 离职情形与程序 第四条 公司董事离职包含任期届满未连任、主动辞职、被解除职务以及其他 导致董事实际离 ...
福瑞达: 鲁商福瑞达医药股份有限公司重大信息内部报告制度
Zheng Quan Zhi Xing· 2025-08-21 13:13
Core Points - The company has established a system to enhance information disclosure, ensuring timely, accurate, and complete information is provided to investors [1] - The system outlines the responsibilities of reporting personnel in the event of significant events that could impact investor decisions or stock prices [1][2] - The board secretary is responsible for external information disclosure, including periodic and temporary reports [2][5] Group 1: Reporting Obligations - Reporting personnel include company directors, senior management, and other relevant individuals who may have access to significant information [1][2] - The first responsibility for internal information reporting lies with the general manager and other senior management [2][5] - Shareholders holding more than 5% of the company's shares must report relevant information to the board secretary and office [2][5] Group 2: Scope of Major Information - Major information includes significant events authorized by the board, major operational incidents, and changes in laws or regulations that could impact the company [3][4] - Related party transactions exceeding specified thresholds must be reported, including transactions with individuals over 300,000 yuan and with entities over 3 million yuan [3][4] - Legal matters involving amounts over 5 million yuan must also be reported, along with any significant discrepancies in performance forecasts [4] Group 3: Reporting Procedures - Reporting personnel must report significant information to the board secretary and office immediately upon becoming aware of it [5][6] - Reports can be made in various forms, including written documents, phone calls, or meetings [5][6] - The board secretary is responsible for analyzing reported information and proposing disclosure plans as necessary [6][7] Group 4: Responsibilities and Compliance - The board office assists the board secretary in managing information disclosure and responding to inquiries from the public and investors [7] - Failure to report significant information in a timely manner will result in accountability for the responsible personnel [7][8] - The board of directors is responsible for interpreting the system and ensuring compliance with relevant laws and regulations [8]
福瑞达: 鲁商福瑞达医药股份有限公司董事和高级管理人员薪酬管理制度
Zheng Quan Zhi Xing· 2025-08-21 13:13
Core Viewpoint - The document outlines the compensation management system for the board of directors and senior management of Lushang Furuida Pharmaceutical Co., Ltd, aiming to enhance governance and establish effective incentive and restraint mechanisms [1] Group 1: General Principles - The compensation system is designed to motivate directors and senior management by linking their pay to the company's long-term interests, scale, performance, and individual contributions [3][4] - The system emphasizes a balance between incentives and constraints, ensuring that compensation reflects both company performance and individual responsibilities [3] Group 2: Management Structure - The Compensation and Assessment Committee of the board is responsible for evaluating directors and senior management, setting assessment standards, and determining compensation policies [2][3] Group 3: Compensation and Assessment Management - Independent directors receive a fixed monthly allowance approved by the shareholders' meeting, while non-independent directors receive compensation based on their roles without additional allowances [2][3] - Senior management's compensation consists of a fixed salary and performance-based pay, with the latter determined by annual operational goals and individual performance [2][3] Group 4: Compensation Adjustment - The compensation system is adaptable to align with the company's development strategy and can be adjusted in response to significant changes in the operating environment [6] - Special rewards or penalties can be established for specific matters, subject to approval by the Compensation and Assessment Committee and the board [6] Group 5: Implementation and Compliance - The compensation management system will be executed in accordance with national laws and regulations, and the board is responsible for its interpretation and revision [7]
福瑞达: 鲁商福瑞达医药股份有限公司独立董事年报工作制度
Zheng Quan Zhi Xing· 2025-08-21 13:13
Group 1 - The company aims to enhance its governance mechanism and strengthen internal control by establishing a system for independent directors to supervise information disclosure [1] - Independent directors are required to diligently fulfill their responsibilities during the preparation and disclosure of the annual report, ensuring the report is true, accurate, and complete [1][2] - The management must provide a comprehensive report on the company's operational status and significant matters to independent directors at the end of each fiscal year [2] Group 2 - Independent directors are responsible for verifying the qualifications of the accounting firm and the registered accountants involved in the annual audit [2] - The company’s financial officer must submit the annual audit plan and relevant materials to independent directors before the audit begins [2] - There should be necessary communication between independent directors and the registered accountants, including a meeting to discuss audit findings before the board meeting [2][3] Group 3 - The company’s secretary is responsible for facilitating communication between independent directors and the management team during the annual report preparation [3] - This working system will take effect after being approved by the company's board of directors [3] - Any matters not covered by this system will be executed according to national laws and regulations, and the company’s articles of association [3]