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中央商场: 南京中央商场(集团)股份有限公司关于修订《公司章程》及相关制度的公告
Zheng Quan Zhi Xing· 2025-08-26 12:17
Core Viewpoint - Nanjing Central Mall (Group) Co., Ltd. has announced the revision of its Articles of Association and related rules, including the cancellation of the supervisory board, with the audit committee of the board of directors assuming its responsibilities [1][2]. Summary by Sections Revision of Articles of Association - The company will no longer have a supervisory board, and the powers previously held by the supervisory board will be transferred to the audit committee of the board of directors [1]. - Relevant rules such as the "Rules of Procedure for the Supervisory Board" will be abolished, and amendments will be made to the Articles of Association and related rules [1]. Specific Amendments - The first article of the Articles of Association has been revised to include employees alongside shareholders and creditors in protecting their rights [2]. - The role of the legal representative has been expanded to include both the chairman and the president, with specific provisions for the appointment of a new legal representative within 30 days of resignation [2]. - New provisions have been added to clarify the legal consequences of actions taken by the legal representative on behalf of the company [2]. - The issuance of shares will continue to adhere to principles of openness, fairness, and justice, ensuring equal rights for all shares of the same category [2]. Shareholder Rights and Responsibilities - Shareholders are entitled to dividends and other forms of profit distribution based on their shareholdings [3]. - Shareholders have the right to supervise the company's operations and can request to convene or participate in shareholder meetings [3]. - Shareholders must comply with laws and the Articles of Association, and they are responsible for paying the capital they subscribed to [6]. Governance and Decision-Making - The company’s governance structure allows for the board of directors to make decisions on operational policies and investment plans, with specific provisions for the election and remuneration of directors [10]. - The company must hold shareholder meetings in accordance with legal requirements, ensuring that all shareholders have the opportunity to participate and vote [11][12]. Legal Compliance and Reporting - The company is required to disclose information in accordance with laws and regulations, particularly in cases of significant events affecting shareholder interests [4][5]. - The board of directors and management are responsible for ensuring compliance with the Articles of Association and for protecting the interests of the company and its shareholders [9].
中央商场: 南京中央商场(集团)股份有限公司关于召开2025半年度业绩说明会的公告
Zheng Quan Zhi Xing· 2025-08-26 12:17
Group 1 - The company will hold a half-year performance briefing on September 12, 2025, from 11:00 to 12:00 [1][2] - The briefing will take place at the Shanghai Stock Exchange Roadshow Center and will be conducted in an interactive online format [1][2] - Investors can submit questions from September 5 to September 11, 2025, and the company will address common concerns during the briefing [1][2] Group 2 - Key participants in the briefing include the Chairman, Secretary of the Board, Chief Financial Officer, and independent directors [2] - Investors can access the briefing online through the Shanghai Stock Exchange Roadshow Center [2] - After the briefing, investors can review the main content and outcomes on the same platform [2]
中央商场: 南京中央商场(集团)股份有限公司舆情管理制度
Zheng Quan Zhi Xing· 2025-08-26 12:17
Core Viewpoint - The company has established a public opinion management system to enhance its ability to respond to various public opinions, ensuring timely and effective handling of issues that may impact its stock price and reputation [3][4]. Group 1: General Principles - The purpose of the public opinion management system is to protect investors' rights and interests by managing negative media coverage, rumors, and information that could affect public investment decisions [3]. - The system defines public opinion as negative or false media reports, harmful rumors, and any information that could lead to abnormal stock price fluctuations [3]. Group 2: Organizational Structure and Responsibilities - The company has formed a public opinion management working group led by the chairman, with the board secretary as the deputy leader, including other senior management and department heads [4]. - The working group is responsible for decision-making regarding public opinion handling, including initiating and terminating response actions and coordinating external communications [4][5]. Group 3: Handling Principles and Measures - The company emphasizes quick response and action, coordinated communication, and a proactive approach to managing crises [6]. - In cases of significant public opinion issues, the company will conduct self-inspections, communicate with the Shanghai Stock Exchange, and issue clarifying announcements as necessary [12]. - The company will also enhance investor communication and manage inquiries to mitigate misunderstandings and prevent the escalation of issues [12]. Group 4: Accountability - Employees who fail to comply with the public opinion management system may face disciplinary actions, including warnings, fines, or termination, depending on the severity of the situation [9]. - Confidentiality obligations are imposed on all personnel involved in handling public opinion, with penalties for unauthorized disclosures that could harm the company [9][15].
中央商场: 南京中央商场(集团)股份有限公司总裁工作细则
Zheng Quan Zhi Xing· 2025-08-26 12:17
General Provisions - The purpose of the guidelines is to adapt to modern corporate governance, ensuring the correctness and rationality of major business decisions, and improving democratic and scientific decision-making levels [1][2] - The guidelines are binding on the president, vice presidents, and other senior management [1] Qualifications and Appointment of the President - The president must possess rich economic and management knowledge, strong management capabilities, and relevant work experience [2] - Certain disqualifications for the president include criminal convictions related to corruption, bankruptcy responsibilities, and being listed as a dishonest person by the court [2][3] Powers and Responsibilities of the President - The president is responsible for daily operations, implementing board resolutions, and proposing management structures and regulations [3][4] - The president must report to the board and cannot exceed the authority granted by the board [4] President's Office Meetings - The president's office meetings are held weekly to discuss major management decisions, ensuring scientific and rational decision-making [5][6] - The president must ensure that meeting minutes are recorded and decisions are followed up on [7] Reporting System - The president is required to report regularly or as needed to the board on the company's operational status, including annual plan implementation and major contracts [8]
中央商场: 南京中央商场(集团)股份有限公司外部信息使用人管理制度
Zheng Quan Zhi Xing· 2025-08-26 12:17
Core Viewpoint - The document outlines the management system for external information users at Nanjing Central Shopping Mall (Group) Co., Ltd., emphasizing the importance of confidentiality and compliance with legal regulations regarding the disclosure of significant information [2][3]. Group 1: General Principles - The company establishes this system to enhance the management of external information users during the preparation, review, and disclosure of periodic reports and significant events, based on relevant laws and regulations [2]. - Company directors and senior management are required to adhere to information disclosure regulations and fulfill necessary processes for transmitting, reviewing, and disclosing periodic reports and significant matters [2]. Group 2: External Information Management Regulations - External units are prohibited from disclosing significant undisclosed information about the company obtained through legal reporting requirements and must not use this information for trading company securities or advising others to do so [3]. - In case of improper confidentiality leading to the leakage of significant information, external parties must notify the company immediately, which will then report to the Shanghai Stock Exchange [3]. - The company reserves the right to seek compensation for economic losses caused by violations of this system and will recover any profits gained from trading based on undisclosed significant information [3]. Group 3: Supplementary Provisions - Any matters not covered by this system will be executed according to relevant laws and regulations [4]. - The board of directors is responsible for interpreting and amending this system, which will take effect upon approval by the board [4].
中央商场: 南京中央商场(集团)股份有限公司年报信息披露重大差错责任追究制度
Zheng Quan Zhi Xing· 2025-08-26 12:17
General Principles - The system aims to enhance the company's operational standards and improve the quality and transparency of annual report disclosures [2] - Responsibility accountability refers to the pursuit of individuals who fail to perform their duties correctly, resulting in significant economic losses or adverse social impacts [2] - The system applies to directors, senior management, branch and subsidiary heads, controlling shareholders, and other personnel involved in annual report disclosures [2] Accountability for Major Disclosure Errors - Responsibility should be pursued in cases of violations of laws and regulations leading to significant errors in annual report disclosures [6] - Specific violations include breaches of the Company Law, Securities Law, accounting standards, and internal control systems that result in major errors or adverse effects [6] - Failure to communicate timely during the annual report disclosure process that leads to significant errors is also subject to accountability [6] Severity of Accountability - Severe consequences apply when the situation is serious, the impact is significant, and the cause is due to personal subjective factors [7] - Mitigating circumstances may include actions taken to correct errors or if the errors were due to unforeseen and uncontrollable factors [7] Forms and Types of Accountability - Forms of accountability include corrective actions, public criticism, job reassignment, financial compensation for losses, and termination of employment [10] - Economic penalties may accompany disciplinary actions against directors and senior management based on the severity of the incident [11] Additional Provisions - Unaddressed matters in the system will follow relevant national laws and regulations [12] - The board of directors is responsible for interpreting and revising the system [13] - The system will be effective upon approval by the board of directors [14]
中央商场: 南京中央商场(集团)股份有限公司信息披露暂缓与豁免业务内部管理制度
Zheng Quan Zhi Xing· 2025-08-26 12:17
Core Viewpoint - The document outlines the internal management system for the temporary suspension and exemption of information disclosure by Nanjing Central Shopping Mall (Group) Co., Ltd, aiming to ensure compliance with legal obligations and protect investors' rights [1][2]. Group 1: Regulations and Compliance - The company establishes this system to regulate the temporary suspension and exemption of information disclosure in accordance with the Securities Law and relevant stock exchange rules [1]. - The company must prudently assess situations that warrant temporary suspension or exemption of disclosure and is subject to post-regulatory oversight by the Shanghai Stock Exchange [1][2]. - Information that is uncertain or classified as temporary business secrets may be temporarily withheld if disclosure could harm the company's interests or mislead investors [1][2]. Group 2: Conditions for Suspension and Exemption - Information eligible for temporary suspension or exemption must meet specific criteria, including non-leakage of information, written confidentiality commitments from insiders, and no abnormal trading activity in the company's stock [2][3]. - The company is responsible for ensuring that any temporarily withheld or exempted information does not leak and must document the decision-making process for such actions [3]. Group 3: Accountability and Procedures - The company must maintain a record of all matters related to temporary suspension or exemption, including the content, reasons, duration, and list of informed individuals [3]. - If previously withheld information is leaked or market rumors arise, the company must verify the situation and disclose relevant information promptly [3]. - The company will implement accountability measures for individuals responsible for non-compliance with the disclosure suspension or exemption conditions [3].
中央商场: 南京中央商场(集团)股份有限公司控股子公司管理制度
Zheng Quan Zhi Xing· 2025-08-26 12:17
General Principles - The company establishes a management system for its subsidiaries to ensure the safety, integrity, and appreciation of investments, as well as the reliability of consolidated financial statements [2] - The term "subsidiary" refers to companies established by the company that have independent legal status, based on strategic planning and business development needs [2] Organizational and Personnel Management - The company participates in establishing the governance structure of subsidiaries and appoints representatives to safeguard its interests [3] - The company has the right to recommend managerial positions within subsidiaries and can propose dismissals if responsibilities are not fulfilled [3][4] Business Management - The company must clearly define the business scope and approval authority for significant transactions in the subsidiary's articles of association [6] - Subsidiaries are required to report significant transactions and must adhere to national laws and regulations [6][8] Financial Reporting Management - The company prepares consolidated financial statements to accurately reflect the financial status and operational results of itself and its subsidiaries [23] - Subsidiaries must ensure their accounting policies align with the company's policies and submit financial reports for review [10][29] Implementation and Effectiveness - The management system is effective upon approval by the company's board of directors [11]
中央商场: 南京中央商场(集团)股份有限公司信息披露管理制度
Zheng Quan Zhi Xing· 2025-08-26 12:17
Core Points - The document outlines the information disclosure management system of Nanjing Central Shopping Mall (Group) Co., Ltd, emphasizing the importance of timely, accurate, and complete information disclosure to protect the rights of the company and its investors [2][3][4] Group 1: General Principles - The company and related information disclosure obligors must fulfill their disclosure obligations according to laws, regulations, and stock exchange rules [7][8] - Information must be disclosed truthfully, accurately, completely, and promptly, without any misleading statements or omissions [8][9] - The company must ensure that all investors receive the same information simultaneously, without prior disclosure to any individual or entity [8][9] Group 2: Disclosure Responsibilities - The board of directors is responsible for implementing the information disclosure system, with the chairman as the primary responsible person [3][4] - The company must conduct internal assessments of the information disclosure system annually and report the findings in the annual internal control self-assessment report [6][8] - Any violations of disclosure regulations must be addressed promptly, with internal disciplinary actions taken against responsible individuals [3][6] Group 3: Regular Reports - The company is required to disclose regular reports, including annual and interim reports, which must contain significant information affecting investor decisions [9][10] - Annual reports must be completed and disclosed within four months after the end of the fiscal year, while interim reports must be disclosed within two months after the end of the first half of the fiscal year [9][10] - Financial statements in annual reports must be audited by a qualified accounting firm [9][10] Group 4: Temporary Reports - The company must immediately disclose significant events that could impact the trading price of its securities when investors are not yet aware [13][14] - Temporary reports must include board resolutions, shareholder meeting notifications, and other significant decisions [15][16] - If a significant event is difficult to keep confidential, the company must disclose the current status and potential impacts [16][17] Group 5: Internal Control and Compliance - The company must establish internal controls for financial management and accounting, ensuring compliance with relevant regulations [69][70] - The board of directors and management are responsible for overseeing the implementation of these internal controls [69][70] - Any violations of the information disclosure obligations may result in penalties for responsible individuals, and the company reserves the right to pursue legal action for damages caused by unauthorized disclosures [79][80]
中央商场: 南京中央商场(集团)股份有限公司发展战略管理办法
Zheng Quan Zhi Xing· 2025-08-26 12:17
Core Viewpoint - The document outlines the development strategy management measures of Nanjing Central Shopping Mall (Group) Co., Ltd., aimed at enhancing core competitiveness and sustainable development capabilities while ensuring the scientific nature of strategic planning and the achievement of development goals [2][3]. Group 1: General Principles - The development strategy is defined as the goals and strategic plans formulated and implemented for sustainable and stable development based on the analysis of external environments and internal conditions [2]. - The management measures apply to the formulation, implementation, and evaluation of the company's overall strategy, functional strategies, business segment development plans, and plans for subsidiaries [2][3]. Group 2: Strategic Planning Components - The strategic planning cycle includes long-term vision planning, a 5-year long-term development strategy, and annual operational plans, with a focus on the 5-year long-term development strategy [3]. - The overall strategy serves as a comprehensive plan for the company's development direction and goals, acting as a guiding document [3][4]. - Functional strategy planning reflects the overall strategy in management and business functions, including operational development, human resources, and financial strategies [3][4]. Group 3: Management Structure and Responsibilities - The Board of Directors establishes a Strategic Committee responsible for conducting feasibility studies and scientific evaluations of development goals and strategic plans [4]. - The Board of Directors must rigorously review the strategic proposals submitted by the Strategic Committee, focusing on their comprehensiveness, long-term viability, and feasibility [4][5]. - The company's Securities Department manages daily strategic affairs and is responsible for organizing the formulation of the overall strategy and functional strategies [5][6]. Group 4: Strategic Planning Formulation - The main principles for formulating strategic plans include prioritizing scientific development, aligning with national development plans, and focusing on core competencies [6][7]. - The overall strategy encompasses the company's current status, internal and external environment analysis, strategic guidance, development goals, implementation key points, and supporting measures [6][7]. Group 5: Implementation and Evaluation of Strategic Planning - To ensure the achievement of strategic goals, the company uses annual operational plans and relevant economic indicators as annual targets for the development strategy [8]. - The company conducts regular evaluations of strategic implementation, with a comprehensive evaluation at the end of the strategic period [8][9]. - Evaluation content includes qualitative and quantitative assessments of the current year's strategic plan and its implementation [9].