DLG EXPO(600826)
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兰生股份: 东浩兰生会展集团股份有限公司董事、高级管理人员持股变动管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-04 16:12
General Principles - The management system for shareholding changes of directors and senior management of Donghao Lansheng Exhibition Group Co., Ltd. is established to regulate the management of shares held by these individuals in accordance with relevant laws and regulations [2][3] - Directors and senior management must comply with the restrictions on share changes as stipulated in the Company Law, Securities Law, and other relevant regulations [2][3] Shareholding Commitments - Directors and senior management are required to strictly adhere to any commitments made regarding the proportion, duration, method, quantity, and price of shareholding changes [3] - They must be aware of the prohibitions against insider trading and market manipulation before engaging in any transactions involving the company's shares [3] Reporting and Disclosure - Directors and senior management must report their personal information and any changes in shareholding within specified timeframes, including new appointments and changes in personal information [4][5] - Any changes in shareholding must be reported within two trading days, including details such as the number of shares held before and after the change, the date, quantity, price, and reasons for the change [6][8] Share Reduction Plans - If directors and senior management plan to reduce their shareholdings, they must submit a reduction plan to the Shanghai Stock Exchange, detailing the number of shares, time frame, price range, and reasons for the reduction [7] - After completing a reduction plan, they must report and announce the results within two trading days [10] Prohibited Trading Periods - Directors and senior management are prohibited from trading the company's shares during specific periods, such as 15 days before the announcement of annual or semi-annual reports [11] - They are also restricted from engaging in margin trading or derivative transactions involving the company's shares [12] Transfer Limitations - During their term and for six months after, directors and senior management can only transfer up to 25% of their total shareholdings each year, with certain exceptions [9][12] - Shares held for less than one year or during specific legal investigations cannot be transferred [12] Legal Compliance - The company and its directors and senior management must ensure that all reported data is truthful, accurate, timely, and complete, and they bear legal responsibility for any discrepancies [8] - Any violations of the Securities Law regarding share trading must result in the company recovering any profits made from such transactions [11]
兰生股份: 东浩兰生会展集团股份有限公司信息披露暂缓与豁免管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-04 16:12
东浩兰生会展集团股份有限公司 第一条 为规范东浩兰生会展集团股份有限公司(以下简称"公司")和其他信 息披露义务人信息披露暂缓、豁免行为,加强信息披露监管,保护投资者合法权益, 根据《中华人民共和国证券法》《上市公司信息披露管理办法》《上海证券交易所股 票上市规则》等法律法规的规定和《东浩兰生会展集团股份有限公司章程》,制定本 制度。 第二条 公司和相关信息披露义务人暂缓、豁免披露临时报告,在定期报告、临 时报告中豁免披露中国证监会和上海证券交易所规定或者要求披露的内容,适用本制 度。 第三条 公司和相关信息披露义务人应当真实、准确、完整、及时、公平地披露 信息,不得滥用暂缓或者豁免披露规避信息披露义务、误导投资者,不得实施内幕交 易、操纵市场等违法行为。 第四条 公司和相关信息披露义务人应当审慎确定信息披露暂缓、豁免事项,履 行内部审核程序后实施。 信息披露暂缓与豁免管理制度 (2025 年 8 月 4 日) 第一章 总则 第二章 暂缓、豁免信息的范围 第五条 公司和相关信息披露义务人有确实充分的证据证明拟披露的信息涉及 国家秘密或者其他因披露可能导致违反国家保密规定、管理要求的事项(以下统称"国 家秘密" ...
兰生股份: 东浩兰生会展集团股份有限公司信息披露管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-04 16:12
Core Viewpoint - The document outlines the information disclosure management system of Donghao Lansheng Exhibition Group Co., Ltd, emphasizing the importance of timely, accurate, and complete information disclosure to protect the rights of the company and its investors [1][2]. Group 1: General Principles - The company must disclose information that could significantly impact the trading price of its securities in a timely and lawful manner [3][4]. - All disclosed information should be truthful, accurate, complete, and easily understandable, without any misleading statements or omissions [5][6]. - Information must be disclosed simultaneously to all investors, and insider information must not be leaked before its official disclosure [7][8]. Group 2: Disclosure Content and Standards - The company is required to disclose periodic reports, including annual, semi-annual, and quarterly reports, which must contain significant information affecting investor decisions [14][15]. - Annual reports must be audited by a qualified accounting firm and disclosed within four months after the fiscal year-end [16][17]. - The company must disclose any expected significant changes in financial performance or operating results within specified timeframes [22][23]. Group 3: Temporary Reports - Any transactions meeting certain thresholds, such as involving assets over 10% of total assets or significant profit impacts, must be disclosed promptly [27][28]. - Major events that could affect the company's securities trading price must be reported immediately, including changes in business direction, significant investments, or legal issues [30][31]. Group 4: Responsibilities and Procedures - The board of directors is responsible for overseeing the information disclosure process, with the chairman as the primary responsible person [41][42]. - The company must establish a clear reporting procedure for significant information, ensuring timely communication to the board and relevant parties [45][46]. - The audit committee is tasked with supervising the information disclosure practices of the company's directors and senior management [48][49]. Group 5: Media and Archive Management - The company designates specific media outlets for publishing disclosures, ensuring that information is accessible to the public [64][65]. - All disclosure documents must be archived for public access, with a clear management system in place for both current and past records [66][67]. Group 6: Confidentiality and Accountability - Individuals with knowledge of undisclosed information are required to maintain confidentiality until the information is publicly disclosed [68][69]. - The company may hold accountable those who fail to report or disclose information in a timely manner, potentially leading to disciplinary actions [70][71].
兰生股份: 东浩兰生会展集团股份有限公司董事会秘书工作制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-04 16:12
General Overview - The document outlines the work system for the Secretary of the Board of Directors of Donghao Lansheng Exhibition Group Co., Ltd, aiming to enhance corporate governance and regulate the appointment, duties, training, and assessment of the board secretary [2][29]. Appointment - The board secretary must be appointed within three months after the company's initial public offering or within three months after the previous secretary's departure [4]. - Candidates for the board secretary must possess good professional ethics, relevant financial, management, and legal knowledge, and necessary work experience, along with completion of required training [4][8]. - Individuals with certain disqualifying conditions, such as recent administrative penalties from the China Securities Regulatory Commission, are prohibited from serving as board secretary [4][9]. Responsibilities - The board secretary is responsible for managing information disclosure, coordinating communication with investors and regulatory bodies, and organizing board and shareholder meetings [6][15]. - The secretary must ensure compliance with legal and regulatory requirements and maintain confidentiality regarding undisclosed significant information [6][15][22]. - The board secretary plays a crucial role in enhancing corporate governance mechanisms and managing investor relations [7][17]. Training and Assessment - Candidates for the board secretary position must undergo training recognized by the Shanghai Stock Exchange and participate in ongoing training every two years [8][24]. - The board secretary is subject to annual assessments by the board and must submit performance reports as required by the Shanghai Stock Exchange [8][26][27]. Miscellaneous - The document specifies that the board secretary must sign a confidentiality agreement and that the company should appoint a securities affairs representative to assist the secretary [8][23]. - The work system is subject to interpretation and revision by the company's board of directors [9][29].
兰生股份: 东浩兰生会展集团股份有限公司董事会审计委员会工作实施细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-04 16:12
Core Points - The article outlines the implementation rules for the Audit Committee of Donghao Lansheng Exhibition Group Co., Ltd, aiming to enhance the company's internal supervision mechanism and ensure effective oversight of the management by the board of directors [2][3]. Group 1: General Provisions - The Audit Committee is established to strengthen the decision-making function of the board and improve the corporate governance structure [2]. - The committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [2][3]. Group 2: Composition of the Committee - The Audit Committee consists of at least three directors who are not senior management, with a majority being independent directors, including at least one professional accountant [3]. - The committee members are nominated by the chairman or a majority of independent directors and elected by the board [3]. Group 3: Responsibilities and Authority - The main responsibilities include supervising internal audits, evaluating external audits, reviewing financial disclosures, and exercising the powers of the supervisory board as stipulated by law [8][9]. - Certain matters require the approval of more than half of the committee members before being submitted to the board for consideration [9]. Group 4: Decision-Making Procedures - The committee meetings are held at least quarterly, with provisions for special meetings as needed [15]. - A quorum of two-thirds of the members is required for meetings, and decisions must be approved by a majority [25]. Group 5: Reporting and Evaluation - The Audit Committee must submit evaluation reports on the performance of external auditors and the effectiveness of internal audits to the board at least annually [6][18]. - The committee is tasked with ensuring that any significant issues identified during audits are reported and addressed promptly [7][8]. Group 6: Miscellaneous Provisions - The implementation rules are effective upon approval by the board and are subject to amendments in accordance with national laws and regulations [37][38]. - The board is responsible for interpreting these rules [39].
兰生股份: 东浩兰生会展集团股份有限公司董事会战略及ESG委员会工作实施细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-04 16:12
Core Points - The company has established a Board Strategy and ESG Committee to enhance strategic decision-making and improve ESG performance [2][4] - The committee is responsible for researching and advising on long-term development strategies, sustainable development, and major investment decisions [2][4] Group 1: General Provisions - The committee aims to align with the company's strategic and sustainable development needs [2] - It is established under the Board of Directors and consists of three to five members, including at least one independent director [3][4] Group 2: Responsibilities and Authority - The committee's main responsibilities include researching and advising on the company's development strategy, ESG strategy, and reviewing ESG reports [4] - It supervises the annual implementation of sustainable development and ESG strategies and suggests improvements [4] Group 3: Decision-Making Procedures - The Board Office prepares materials for the committee's review, including strategic plans for major projects [5] - The committee meetings require a two-thirds attendance of members to be valid, and decisions are made by a majority vote [8][9] Group 4: Meeting Rules - Meetings are typically held in person, but can also be conducted via video or phone if necessary [8] - Meeting records must be kept for at least 10 years, and confidentiality is required from all attendees [9] Group 5: Supplementary Provisions - The implementation rules take effect upon approval by the Board of Directors [11] - Any unresolved matters will follow national laws and the company's articles of association [11]
兰生股份: 东浩兰生会展集团股份有限公司董事会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-04 16:12
Core Points - The document outlines the rules for the board of directors of Donghao Lansheng Exhibition Group Co., Ltd, aiming to standardize decision-making processes and enhance operational efficiency [1] Group 1: Board Authority - The board has the authority to convene shareholder meetings and report on its work [1] - It is responsible for executing shareholder resolutions and determining the company's operational plans and investment proposals [1] - The board also approves annual financial budgets and profit distribution plans [1] Group 2: Board Committees - The board establishes specialized committees, including the Audit Committee, Strategic and ESG Committee, Compensation and Assessment Committee, and Nomination Committee [2] - Each committee is composed entirely of board members and is responsible for specific tasks, reporting back to the board [2][3] Group 3: Audit Committee Responsibilities - The Audit Committee reviews financial information and oversees internal and external audits [3] - It is responsible for managing information disclosure and proposing the appointment or replacement of the auditing firm [3] Group 4: Strategic and ESG Committee Responsibilities - This committee focuses on long-term development strategies and sustainable practices, providing recommendations to the board [3] - It reviews the company's ESG reports and assesses the performance of sustainability initiatives [3] Group 5: Nomination and Compensation Committees - The Nomination Committee sets standards for selecting board members and senior management, making recommendations to the board [4] - The Compensation Committee develops assessment criteria and compensation policies for directors and senior management [4] Group 6: Meeting Procedures - The board must hold at least two regular meetings each year, with procedures for calling special meetings under specific circumstances [5][6] - Meeting notifications must be sent out in advance, detailing the agenda and necessary materials [6][7] Group 7: Voting and Decision-Making - Decisions require a majority vote from the board members present, with specific rules for abstentions and conflicts of interest [10][11] - The board must adhere to the company's articles of association and legal regulations when making decisions [11][12] Group 8: Documentation and Record-Keeping - Meeting records must be maintained, including attendance, agenda items, and voting results [32][33] - The board secretary is responsible for preserving meeting archives for a minimum of ten years [36]
兰生股份:第十一届董事会第十一次会议决议公告
Zheng Quan Ri Bao· 2025-08-04 10:51
证券日报网讯 8月4日晚间,兰生股份发布公告称,公司第十一届董事会第十一次会议审议通过了《关 于取消监事会并修订及其附件的议案》等多项议案。 (文章来源:证券日报) ...
兰生股份:8月4日召开董事会会议
Mei Ri Jing Ji Xin Wen· 2025-08-04 09:07
2024年1至12月份,兰生股份的营业收入构成为:会展占比99.35%,其他业务占比0.65%。 兰生股份(SH 600826,收盘价:11.05元)8月4日晚间发布公告称,公司第十一届第十一次董事会会议 于2025年8月4日以通讯方式召开。会议审议了《关于取消监事会并修订及其附件的议案》等文件。 (文章来源:每日经济新闻) ...
兰生股份(600826) - 东浩兰生会展集团股份有限公司董事会审计委员会工作实施细则(2025年8月修订)
2025-08-04 09:00
东浩兰生会展集团股份有限公司 董事会审计委员会工作实施细则 (2025 年 8 月 4 日修订) 第一章 总 则 第一条 为强化东浩兰生会展集团股份有限公司(以下简称"公司")董事会决 策功能,健全公司内部监督机制,做到事前审计、专业审计,确保董事会对经营层的 有效监督,完善公司治理结构,根据《中华人民共和国公司法》(以下简称"《公司 法》")《上市公司治理准则》《东浩兰生会展集团股份有限公司章程》(以下简称 "《公司章程》")及其他有关规定,公司特设立董事会审计委员会,并制定本实施 细则。 第二条 董事会审计委员会是董事会下设的专门工作机构,行使《公司法》规定 的监事会的职权,主要负责审核公司财务信息及其披露、监督及评估内外部审计工作 和内部控制。 第二章 人员组成 第三条 审计委员会成员由不少于三名不在公司担任高级管理人员的董事组成, 其中独立董事应过半数,且至少一名独立董事为具有高级职称或注册会计师资格的专 业会计人士。审计委员会过半数成员不得在公司担任除董事以外的其他职务,且不得 与公司存在任何可能影响其独立客观判断的关系。董事会成员中的职工代表可以成为 审计委员会成员。 1 第五条规定补足委员人数。 ...