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华丽家族: 华丽家族股份有限公司董事会薪酬与考核委员会工作细则(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-05 16:13
General Provisions - The purpose of the remuneration and assessment committee is to establish a sound assessment and remuneration management system for the company's directors and senior management, improving corporate governance structure [1] - The committee is a specialized working body under the board of directors, responsible for researching assessment standards and remuneration policies for directors and senior management [1][2] Composition of the Committee - The committee consists of three to five directors, with a majority being independent directors [2] - The chairperson of the committee is an independent director, elected by committee members and approved by the board [2] Responsibilities and Authority - The committee is responsible for formulating assessment standards for directors and senior management, as well as reviewing remuneration policies and plans [3] - The committee must submit stock incentive plans and remuneration plans for directors to the board for approval before implementation [3] Decision-Making Procedures - The committee's working group prepares necessary materials for decision-making, including financial indicators and performance evaluations [4][5] - The assessment process involves self-evaluation by directors and senior management, followed by performance evaluations conducted by the committee [4][5] Meeting Rules - Meetings are convened as needed, with a quorum requiring the presence of more than half of the committee members [5][6] - Decisions are made by majority vote, and meeting records must be kept for ten years [6] Supplementary Provisions - The working rules take effect upon approval by the board and are subject to relevant laws and regulations [6][7] - The interpretation rights of these rules belong to the board of directors [6]
华丽家族: 华丽家族股份有限公司董事会提名委员会工作细则(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-05 16:13
General Provisions - The company establishes a Nomination Committee to regulate the selection of directors and senior management, optimizing the board composition and improving corporate governance [1][2] - The Nomination Committee is a specialized working body under the board, responsible for proposing candidates and selection criteria for directors and senior management [1][2] Composition of the Committee - The Nomination Committee consists of three to five directors, with independent directors making up the majority [2] - The committee members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [2] Responsibilities and Authority - The committee is responsible for drafting selection criteria and procedures for directors and senior management, and for reviewing candidates' qualifications [2][3] - The committee must submit its proposals to the board, which must document any reasons for not adopting the committee's recommendations [2][3] Decision-Making Procedures - The committee conducts research on the selection criteria and procedures for directors and senior management, forming resolutions to be submitted to the board [3] - The selection process includes communication with relevant departments, searching for candidates internally and externally, and gathering detailed information on candidates [3] Meeting Rules - The committee meets as needed, with meetings chaired by the chairperson or another independent director if the chairperson is unavailable [3][4] - A quorum requires the presence of more than half of the committee members, and decisions must be approved by a majority [3][4] Record Keeping and Confidentiality - Meeting records must be kept for ten years, and all attendees are bound by confidentiality regarding the discussed matters [4] - The committee has the authority to hire external advisors for professional opinions, with costs covered by the company [4] Miscellaneous - The working rules take effect upon approval by the board and are subject to relevant laws and regulations [4]
华丽家族: 华丽家族股份有限公司董事会审计委员会工作细则(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-05 16:13
General Overview - The audit committee of Huayi Family Co., Ltd. is established to enhance the decision-making function of the board, ensure effective supervision of the management, and improve corporate governance structure [1][2] Composition of the Audit Committee - The audit committee consists of three to five directors, with independent directors making up the majority, and at least one independent director must be a professional in accounting [3][4] - The chairman of the audit committee is an independent director with accounting expertise, elected by committee members and approved by the board [2][3] Responsibilities and Authority - The audit committee exercises the powers of the supervisory board as stipulated in the Company Law, including checking financial statements and supervising the actions of directors and senior management [4][5] - The committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [3][4] - Key decisions, such as the hiring or dismissal of external auditors and the approval of financial reports, require a majority agreement from the committee members before being submitted to the board [3][4] Internal Audit Oversight - The audit committee supervises and evaluates the internal audit work, ensuring the establishment and implementation of internal audit systems [5][6] - The committee must review the internal audit department's annual work plan and report on the progress and quality of internal audits to the board [5][6] Decision-Making Procedures - The internal audit department prepares written materials for the audit committee's decision-making, including financial reports and external audit reports [8][9] - The audit committee meets at least quarterly, with provisions for special meetings as needed, and decisions require a quorum of two-thirds of the members [9][10] Confidentiality and Reporting - All members and attendees of the audit committee meetings are bound by confidentiality regarding the matters discussed [11] - Resolutions passed by the audit committee must be reported in writing to the board [10]
华丽家族: 华丽家族股份有限公司董事会战略发展委员会工作细则(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-05 16:13
Core Points - The article outlines the establishment and operational guidelines of the Strategic Development Committee of Huayi Family Co., Ltd. to enhance the company's core competitiveness and improve decision-making processes [2][3] - The committee is responsible for researching and proposing suggestions on the company's long-term development strategies and major investment decisions [3][4] Group 1: General Provisions - The Strategic Development Committee is set up to adapt to the strategic needs of the company and to ensure the effectiveness and quality of major investment decisions [2] - The committee consists of three to five directors, with the chairman of the board serving as the head [3] Group 2: Responsibilities and Authority - The main responsibilities of the committee include researching long-term strategic planning, major investment financing proposals, and other significant matters affecting the company's development [3] - The committee is accountable to the board of directors, and its proposals must be submitted for board review [3][4] Group 3: Decision-Making Procedures - An Investment Review Group is established under the committee, led by the company's president, to prepare for decision-making [4][5] - The committee holds meetings to discuss proposals from the Investment Review Group and submits the results to the board [4][5] Group 4: Meeting Rules - Meetings are to be held with a majority of members present, and decisions require a majority vote [5][6] - The committee may invite external experts for professional opinions if necessary [5][6] Group 5: Miscellaneous Provisions - The guidelines take effect upon approval by the board and are subject to relevant laws and regulations [6][7] - The board retains the right to interpret these guidelines [7]
华丽家族: 华丽家族股份有限公司章程(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-05 16:13
General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws [2] - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [2] - The company was approved by the Fujian Provincial Government and registered with the Fujian Administration for Industry and Commerce [2][3] - The company completed a merger with Shanghai Huali Family (Group) Co., Ltd. in 2008 and changed its name to Deluxe Family Co., Ltd. [2][3] Company Structure - The company has a total share capital of 1,602,290,000 shares after a non-public offering of 463,214,000 shares in 2013 [3] - The legal representative of the company is the director executing the company's affairs [3] - Shareholders are liable for the company's debts only to the extent of their shareholdings, while the company is liable for its debts with all its assets [3][4] Business Objectives and Scope - The company's business objective is to maximize the interests of shareholders and other stakeholders while achieving sustainable development through quality products and services [4] - The company's business scope includes equity investment management, industrial investment, and investment consulting and management [4] Share Issuance - The company's shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice [5] - The company has a total of 1,602,290,000 shares, all of which are ordinary shares [6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, attend meetings, supervise the company, and transfer their shares [14] - Shareholders must comply with laws and the company's articles of association, and they are liable for their subscribed shares [18] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the previous fiscal year [21] - Shareholder meetings require a quorum and must follow legal procedures for decision-making [22][24] - Shareholders holding more than 10% of shares can request the board to convene a temporary meeting [26] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring more than half of the voting rights and special resolutions requiring two-thirds [78] - The company must ensure that voting rights are exercised fairly, especially for minority shareholders [81] Board of Directors - The board of directors is responsible for the company's operations and must report to the shareholders at the annual meeting [72] - Directors must act in the best interests of the company and its shareholders, and they can be held accountable for damages caused by violations of laws or regulations [16][17]
华丽家族: 华丽家族股份有限公司股东会议事规则(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-05 16:13
General Principles - The rules are established to regulate the behavior of Huayi Family Co., Ltd. and ensure the lawful exercise of shareholder rights in accordance with relevant laws and regulations [1][2] - The company must strictly follow legal and regulatory requirements when convening shareholder meetings to ensure shareholders can exercise their rights [1][2] Shareholder Meeting Types - Shareholder meetings are categorized into annual and extraordinary meetings, with annual meetings held within six months after the end of the previous fiscal year [1] - Extraordinary meetings must be convened within two months under specific circumstances, such as insufficient directors or significant losses [1][2] Meeting Procedures - If the company cannot convene a meeting within the specified time, it must report to the China Securities Regulatory Commission and the Shanghai Stock Exchange [2] - Legal opinions must be obtained regarding the legality of the meeting's procedures, participant qualifications, and voting results [2][3] Proposal and Notification - Shareholders holding more than 1% of shares can propose temporary proposals at least ten days before the meeting [6] - The notice for the annual meeting must be sent at least 20 days in advance, while temporary meetings require a 15-day notice [6][7] Voting and Attendance - Shareholders can attend meetings in person or via authorized representatives, and each share carries one voting right [8][9] - The voting process must be clearly outlined in the meeting notice, including the timing for online voting [8][9] Meeting Conduct - The chairman of the board presides over the meeting, and if they are unable to do so, a director elected by a majority will take over [11] - The meeting must be conducted in a manner that ensures order, and any disruptions must be addressed promptly [11][12] Record Keeping and Disclosure - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for at least ten years [16][17] - Resolutions passed at the meeting must be announced promptly, including details of the voting results and any special notes if proposals are not approved [16][17] Legal Compliance - Any resolutions that violate laws or regulations are deemed invalid, and shareholders can seek legal recourse within 60 days of the resolution [17][18] - The company must comply with information disclosure obligations following any court rulings related to shareholder meetings [18]
华丽家族:第七届董事会第四十一次会议决议公告
Zheng Quan Ri Bao· 2025-09-05 15:46
证券日报网讯 9月5日晚间,华丽家族发布公告称,公司第七届董事会第四十一次会议审议通过了《关 于取消监事会并修订<公司章程> 及其附件的议案》等多项议案。 (文章来源:证券日报) ...
华丽家族:第七届监事会第二十九次会议决议公告
Zheng Quan Ri Bao· 2025-09-05 15:45
证券日报网讯 9月5日晚间,华丽家族发布公告称,公司第七届监事会第二十九次会议审议通过《关于 取消监事会并修订<公司章程> 及其附件的议案》。 (文章来源:证券日报) ...
华丽家族:9月5日召开董事会会议
Mei Ri Jing Ji Xin Wen· 2025-09-05 12:30
每经AI快讯,华丽家族(SH 600503,收盘价:3.25元)9月5日晚间发布公告称,公司第七届第四十一 次董事会会议于2025年9月5日通过现场会议结合通讯表决的方式召开。会议审议了《关于董事会换届选 举的议案》等文件。 2024年1至12月份,华丽家族的营业收入构成为:房地产开发占比95.18%,其他业务占比4.68%,绿化 工程占比0.08%,非金属矿物制品业占比0.05%。 截至发稿,华丽家族市值为52亿元。 每经头条(nbdtoutiao)——烤肉店里洗头、西湖边开面包店、进军高端酒店……海底捞"不务正业"背 后:子品牌存活率不足50% (记者 张喜威) ...
华丽家族(600503) - 华丽家族股份有限公司内幕信息知情人登记制度(2025年9月修订)
2025-09-05 09:31
华丽家族股份有限公司内幕信息知情人登记制度 (2025 年 9 月修订) 第一章 总则 第一条 为进一步规范华丽家族股份有限公司(以下简称"公司")内幕信 息管理,加强公司及各部门、各生产单位、全资及控股子公司、公司能够对其实 施重大影响的参股公司的内幕信息保密工作,防范内幕交易及内幕信息泄露,根 据《中华人民共和国证券法》《上市公司信息披露管理办法》《上市公司监管指 引第5号——上市公司内幕信息知情人登记管理制度》《上海证券交易所上市公 司自律监管指引第2号——信息披露事务管理》《华丽家族股份有限公司信息披 露事务管理制度》以及其他相关规定,结合公司实际情况,制定本制度。 第二条 本制度适用于公司全体员工(含公司董事)以及公司各部门、各生 产单位、全资及控股子公司、公司能够对其实施重大影响的参股公司。 第三条 公司内幕信息知情人登记工作实行知悉即登记并存档备查的管理原 则。 第四条 公司内幕信息知情人登记备案工作由公司董事会负责,董事长为主 要责任人,董事会秘书负责办理公司内幕信息知情人的登记入档和报送事宜。证 券事务部为内幕信息的监督、管理、登记及备案的日常工作部门,具体负责公司 内幕信息的日常管理工作。 ...