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安琪酵母: 安琪酵母股份有限公司信息披露暂缓与豁免业务管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-14 16:15
General Principles - The company aims to standardize the management of information disclosure deferral and exemption, ensuring compliance with legal obligations and protecting investors' rights [1] - The company will follow the regulations set forth in the Stock Listing Rules and other relevant business rules when handling information disclosure deferral and exemption [1][2] Scope of Deferral and Exemption - Information can be deferred or exempted from disclosure if it involves state secrets or commercial secrets that meet specific criteria, such as potential harm to competition or violation of confidentiality [2][3] - The definition of commercial secrets includes non-public information that provides economic benefits and is protected by confidentiality measures [2] - The definition of state secrets includes information related to national security that is restricted to a limited audience and could cause harm if disclosed [2] Management of Deferral and Exemption - The company must carefully assess whether information qualifies for deferral or exemption and cannot misuse these procedures to avoid disclosure obligations [3][4] - The company has a responsibility to maintain state secrets and must not disclose such information through any means, including investor interactions or media releases [4] - In periodic reports, the company may use alternative methods to protect sensitive information, such as using pseudonyms or summarizing data [4][5] Responsibilities and Procedures - The chairman of the board is the primary responsible person for implementing deferral and exemption measures, while the board secretary coordinates the specific details [5] - Departments seeking deferral or exemption must complete internal documentation and submit it to the board secretary for review within two trading days [5][6] - Any deferred or exempted information must be disclosed promptly once the reasons for deferral are resolved [6][7] Accountability - The company has established a mechanism for accountability regarding deferral and exemption practices, with penalties for those who fail to comply with the established procedures [7]
安琪酵母: 安琪酵母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)
Zheng Quan Zhi Xing· 2025-08-14 16:15
General Principles - The company aims to enhance the standard of its annual report information disclosure, ensuring its authenticity, accuracy, completeness, and timeliness, in accordance with relevant laws and regulations [1][2] - This system applies to the company's board members, senior management, department heads, and other personnel involved in the annual report information disclosure process [2] Responsibility Recognition and Accountability - In the event of significant errors in annual report disclosures, the company will hold responsible parties accountable, distinguishing between direct and leadership responsibilities [6] - The chairman, general manager, and board secretary bear primary responsibility for the authenticity and accuracy of the annual report [7] - If significant errors lead to regulatory actions such as public reprimands, the company must investigate the causes and take corrective measures while holding responsible individuals accountable [8] Penalty Guidelines - Severe penalties will be imposed for egregious cases, such as intentional misconduct or obstruction of investigations [9] - Lighter penalties may apply if individuals have fulfilled their duties, if errors were minor, or if they took corrective actions promptly [10] Accountability Process - Before imposing penalties, the company will ensure that responsible individuals have the opportunity to present their views [11] - The results of accountability for significant errors will be included in the annual performance evaluations of relevant departments and personnel [12] Additional Provisions - Any matters not covered by this system or conflicting with relevant laws will be handled according to those laws [14] - The board of directors is responsible for interpreting and revising this system [15] - This system will take effect upon approval by the board of directors [16]
安琪酵母: 安琪酵母股份有限公司内部控制制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-14 16:15
Core Viewpoint - The internal control system of Angel Yeast Co., Ltd. aims to enhance operational efficiency, ensure asset security, and comply with legal regulations while mitigating various risks [1]. Group 1: Internal Control Objectives - The internal control system is designed to ensure legal compliance, asset security, and the authenticity of financial reporting [1]. - The principles guiding the internal control system include comprehensiveness, legality, effectiveness, significance, checks and balances, adaptability, and cost-effectiveness [3]. Group 2: Internal Control Environment - The company establishes a clear organizational structure and division of responsibilities to ensure effective management [2]. - The board of directors oversees the internal control system's effectiveness, while management is responsible for its implementation [2][3]. - An audit and risk committee is established within the board to supervise financial information and internal control [2]. Group 3: Risk Assessment - The company conducts comprehensive risk assessments by collecting relevant internal and external information [5]. - Internal risks focus on factors such as management integrity, organizational structure, and financial health [5][7]. - External risks include economic conditions, legal regulations, and technological advancements [5][7]. Group 4: Control Activities - Control measures include separation of incompatible duties, authorization controls, and financial management systems [8][9]. - The company implements a budget management system to clarify responsibilities and enhance budgetary constraints [10]. Group 5: Information and Communication - The company establishes internal communication systems to enhance efficiency and transparency [11]. - An information disclosure management system is in place to ensure timely and accurate external communication [11]. Group 6: Internal Supervision - The audit and risk committee is responsible for internal supervision and reporting on control deficiencies [12][14]. - Regular self-evaluations of the internal control effectiveness are conducted based on supervisory findings [14].
安琪酵母: 安琪酵母股份有限公司外部信息使用人管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-14 16:15
Core Points - The document outlines the external information management system of Angel Yeast Co., Ltd, aimed at enhancing the management of external information during the preparation, review, and disclosure of periodic reports and significant events [1][2] - The system applies to the company, its departments, subsidiaries, and relevant personnel, ensuring that all undisclosed information that may significantly impact stock trading is managed appropriately [1][3] Group 1 - The board of directors is the highest management authority for external information reporting, with the board secretary responsible for daily management [1][2] - Directors and senior management must adhere to disclosure requirements and maintain confidentiality during the preparation of periodic reports and significant events [2][3] - Any external requests for undisclosed information must be refused unless legally mandated, and all disclosures must undergo a strict approval process [2][3][4] Group 2 - Individuals involved in external information reporting are responsible for the authenticity, accuracy, and completeness of the information, while the board secretary ensures its legality [2][3] - Confidentiality agreements must be signed when providing undisclosed significant information during business negotiations or bank loans [3][4] - Violations of confidentiality by external parties may lead to legal consequences, including compensation for economic losses and potential criminal charges [4][5]
安琪酵母: 安琪酵母股份有限公司年度报告工作制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-14 16:15
第一章 总则 第一条 为进一步完善公司治理机制,加强内部控制建 设,增强安琪酵母股份有限公司(以下简称公司)年度报 告的准确性、完整性和及时性,切实做好年度报告编制、 审计和披露工作,根据《上海证券交易所股票上市规则》 安琪酵母股份有限公司年度报告工作制度 (2025 年 8 月修订稿) (以 下简称《股票上市规则》)《上海证券交易所上市公司自律监 管指引第 1 号——规范运作》及《公司章程》的有关规定, 制定本制度。 第二条 公司年度报告内容应真实、准确、完整、全面 的反映公司上一年度的情况,年度报告中的财务会计报告 应当经符合《中华人民共和国证券法》规定的会计师事务 所审计。 第三条 在每个会计年度结束后,公司应当及时根据中 国证监会和上海证券交易所关于年度报告的内容和格 式要求编制年度报告。年度报告应当在每个会计年度结束 之日起 4 个月内编制完成并披露。 第六条 公司董事会及董事、高级管理人员应当忠实、 勤勉地履行职责,保证年度报告内容的真实、准确、完整, 不存在虚假记载、误导性陈述或重大遗漏,并承担个别和 连带的法律责任。如有董事、高 级 管 理 人 员 对 年 度 报 告 内 容 存 在 异 议 ...
安琪酵母: 安琪酵母股份有限公司内部审计制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-14 16:15
General Principles - The internal audit system of Angel Yeast Co., Ltd. aims to enhance and standardize internal audit work, improve audit quality, strengthen risk management, protect the interests of the company and its shareholders, and promote sustainable development [1][2] - Internal audit is defined as the supervision, evaluation, and recommendations regarding financial expenditures, economic activities, data asset management, internal control, risk management, and performance management [1][2] Internal Audit Organization and Personnel - The internal audit work is organized under the leadership of the company's Party Committee and Board of Directors [2] - The Audit and Risk Committee of the Board is responsible for guiding and supervising internal audit work [2] - The audit team operates independently and is funded through the company's financial budget [2][3] - Internal auditors must possess relevant professional knowledge and experience, and the company should support their continuous training and development [2][3] Internal Audit Responsibilities and Authority - The internal audit team is responsible for establishing a comprehensive internal audit system and auditing the execution of strategic decisions, financial activities, and compliance with regulations [3][4] - The audit team has the authority to request relevant documents, attend meetings, and conduct on-site inspections [3][4] Internal Audit Methods and Procedures - The audit team should incorporate research-based auditing concepts throughout the audit process and utilize modern technologies to enhance audit quality and efficiency [4][5] - An annual audit plan should be developed based on the company's goals and key work areas, covering significant risk areas [4][5] Audit Rectification and Result Utilization - The audited units are responsible for rectifying issues identified in the audit, with their main leaders being the first responsible persons for rectification [6][7] - The audit team will track the rectification progress and establish a rectification ledger to ensure compliance [6][7] Accountability - The company will require corrective actions from audited units that refuse to cooperate with the audit or fail to rectify identified issues [7][8] - Internal auditors who violate regulations or fail to identify significant issues may face disciplinary actions or legal consequences [8][9]
安琪酵母: 安琪酵母股份有限公司社会责任管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-14 16:15
General Principles - The company aims to implement a social responsibility management system to promote sustainable economic and social development, adhering to relevant laws and regulations [1][2] - Social responsibility encompasses safety production, product quality, environmental protection, resource conservation, employment promotion, and employee rights protection [1][2] Management System and Responsibilities - The company has established an ESG (Environmental, Social, and Governance) management system led by an ESG working group, which is responsible for formulating ESG strategies and standards [3] - The board of directors serves as the decision-making body for social responsibility, while various departments and subsidiaries are responsible for execution [3] Responsibilities to Consumers - The company commits to providing natural, nutritious, healthy, and delicious products while adhering to food safety laws and regulations [5][6] - A robust product quality control system is in place to prevent unsafe products from reaching consumers [6] Responsibilities to the Environment and Resources - The company focuses on energy conservation and environmental protection, implementing clean production methods to minimize resource consumption [12][13] - An environmental monitoring system is established to ensure compliance with pollution discharge regulations and to address any environmental incidents promptly [15] Responsibilities to Employees - The company protects employees' legal rights and promotes stable employment, ensuring timely social insurance payments and adherence to labor laws [19][20] - Safety management and health monitoring systems are implemented to safeguard employee well-being [21][22] Responsibilities to Shareholders and Creditors - The company aims to improve corporate governance and market image while ensuring fair treatment of all investors [24][25] - Long-term profit distribution policies are established to provide reasonable returns to shareholders [27] Responsibilities to Suppliers and Partners - The company fosters long-term, transparent relationships with suppliers and partners based on mutual benefit and integrity [30][31] - Anti-commercial bribery measures are in place to prevent unethical practices in business dealings [33] Responsibilities to Social Welfare - The company actively participates in industry activities and social welfare initiatives, including disaster relief efforts [34][37] - A donation management system is established to support social causes within the company's capacity [35] Reporting and Disclosure - The company is required to publish an annual sustainability report within four months after the end of the fiscal year, ensuring transparency in its social responsibility efforts [39][40] - The information disclosed must accurately reflect the company's performance in sustainable development without misleading stakeholders [41]
安琪酵母: 安琪酵母股份有限公司投资者关系管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-14 16:15
安琪酵母股份有限公司投资者关系管理制度 (2025 年 8 月修订稿) 第一章 总 则 第一条 为规范安琪酵母股份有限公司(以下简称公司) 投资者关系管理工作,加强公司与投资者之间的有效沟通, 促进公司完善治理,提高公司质量,切实保护投资者特别是 中小投资者合法权益,根据《中华人民共和国公司法》《中 华人民共和国证券法》及《上市公司投资者关系管理工作指引》 (以下简称《工作指引》 )等法律、法规,以及《公司章程》相 关规定,制定本制度。 第二条 投资者关系管理是指公司通过便利股东权 利 行使、信息披露、互动交流和诉求处理等工作,加强与投 资者及潜在投资者之间的沟通,增进投资者对公司的了解和 认同,以提升公司治理水平和企业整体价值,实现尊重投资者、 回报投资者、保护投资者目的的相关活动。 第三条 投资者关系管理的目的: (一)树立尊重投资者,尊重投资市场的管理理念,建 立与投资者相互理解、相互尊重的良好关系。 (二) 通过充分的信息披露加强与投资者的沟通,加深 投资者对公司的了解和认同。 (三) 促进公司诚信自律、规范运作,提高公司治理透 明度,改善公司经营管理和治理结构。 — 1 — (四)倡导投资者提升股东 ...
安琪酵母: 安琪酵母股份有限公司内幕信息知情人管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-14 16:15
安琪酵母股份有限公司 内幕信息知情人管理制度 (2025 年 8 月修订稿) 第一章 总 则 第一条 为进一步规范安琪酵母股份有限公司(以下简称公 司)内幕信息管理行为,加强内幕信息保密工作,维护公司信息 披露的公开、公平、公正原则,根据《中华人民共和国公司法》 《中华人民共和国证券法》《上市公司信息披露管理办法》《上 海证券交易所股票上市规则》等有关法律法规及《公司章程》的 有关规定,特制定本制度。 第二条 内幕信息的管理工作由董事会负责,董事会应当保 证内幕信息知情人档案的真实、准确和完整,并按照相关要求及 时报送。董事长为主要责任人,董事会秘书组织实施。当董事会 秘书不能履行职责时,由证券事务代表代行董事会秘书的此项职 责。公司证券部是公司信息披露管理、投资者关系管理、内幕信 息管理、登记、备案及披露的日常办事机构,并负责公司内幕信 息的监管工作。 第三条 未经董事会批准同意,公司任何部门和个人不得向 外界泄露、报道、传送有关公司内幕信息及信息披露的内容。对 外报道、传送的文件、音像及光盘等涉及内幕信息及信息披露的 内容的资料,须经董事会或董事会秘书的审核同意,方可对外报 道、传送。 (一)公司的经营方 ...
安琪酵母: 安琪酵母股份有限公司独立董事工作制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-14 16:15
Core Points - The document outlines the independent director system of Angel Yeast Co., Ltd, aiming to enhance corporate governance and ensure independent directors fulfill their roles effectively [1][2][3] Group 1: General Provisions - The independent director is defined as a director who does not hold any other position in the company and has no direct or indirect interests that could affect their independent judgment [1] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must act in accordance with relevant laws and the company's articles of association [1][2] Group 2: Appointment and Qualifications - Independent directors can serve on a maximum of three domestic listed companies and must ensure they have sufficient time to fulfill their responsibilities [2] - At least one-third of the board members must be independent directors, including at least one accounting professional with relevant qualifications [2][3] Group 3: Independence Requirements - Certain individuals are prohibited from serving as independent directors, including those with significant shareholdings or familial ties to major shareholders [3][4] Group 4: Nomination and Election - The board or shareholders holding more than 1% of the company's shares can propose independent director candidates, who must be elected by the shareholders' meeting [4][5] - The nomination process requires the consent of the proposed candidates and a thorough review of their qualifications [5][6] Group 5: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [7][8] - They have special powers, including the ability to hire external consultants and propose meetings [8][9] Group 6: Reporting and Communication - Independent directors must attend board meetings and provide clear opinions on agenda items, including dissenting opinions when necessary [10][11] - They are required to submit annual reports detailing their activities and interactions with shareholders [12][13] Group 7: Support and Compensation - The company must provide necessary resources and support for independent directors to perform their duties effectively [21][22] - Independent directors are entitled to compensation that reflects their responsibilities, which must be approved by the shareholders' meeting [23]