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吉林高速: 吉林高速公路股份有限公司重大信息内部报告制度
Zheng Quan Zhi Xing· 2025-08-27 13:17
Core Points - The company has established a major information internal reporting system to ensure timely, accurate, and comprehensive disclosure of significant information affecting investors and stock prices [1][9] - The system outlines the responsibilities of various stakeholders, including the board secretary, department heads, and other personnel, in reporting significant information [3][4] - Major information includes various transactions and events that could impact the company's operations and financial standing [2][5] Group 1 - The internal reporting system is designed to facilitate the rapid transmission and effective organization of significant information within the company [1][3] - Major information is defined as any undisclosed information that could influence investor decisions or stock trading prices, including asset purchases, financial assistance, and significant losses [2][5] - The board secretary is responsible for coordinating external information disclosure and ensuring the accuracy and completeness of internal reports [3][4] Group 2 - Department heads and subsidiary managers are directly responsible for collecting and reporting significant information within their areas [4][5] - The reporting process requires that significant information be reported in a hierarchical manner, starting from the board members to the board secretary [6][7] - The company emphasizes the importance of confidentiality and restricts the dissemination of insider information to a minimum number of individuals [8][9] Group 3 - The reporting obligations include timely updates on significant events, financial performance, and any changes that may affect the company's stock price [6][7] - The company has established penalties for failure to comply with reporting obligations, which may include disciplinary actions against responsible individuals [8][9] - The internal reporting system is subject to review and revision by the board to ensure compliance with relevant laws and regulations [9]
吉林高速: 吉林高速公路股份有限公司外部信息使用人管理制度
Zheng Quan Zhi Xing· 2025-08-27 13:17
Core Points - The company has established an external information management system to ensure fair disclosure and prevent insider trading [1][2] - The system applies to the company, its subsidiaries, and affiliated companies [1] - All personnel involved in confidential information must adhere to strict confidentiality obligations during the preparation and disclosure of periodic reports and major events [2][3] Information Disclosure Management - The company prohibits any form of leakage of periodic reports and major announcements before their official release [2][3] - External requests for statistical reports without legal basis will be rejected [2] - Any department or individual must not disclose insider information without board approval [2][3] Approval and Archiving Procedures - Information sent externally must be accompanied by an approval form and confidentiality notice [3][4] - External parties must commit to not leaking undisclosed significant information and not using it for trading [3][4] - In case of information leakage, the company will report to the Shanghai Stock Exchange immediately [3][4] Legal and Compliance Measures - Violations of the information management system may lead to economic compensation claims from the company [4][5] - The company will pursue legal action against those who misuse undisclosed information for trading [4][5] - The board is responsible for interpreting and revising the management system [4]
吉林高速: 吉林高速公路股份有限公司募集资金管理办法
Zheng Quan Zhi Xing· 2025-08-27 13:17
General Principles - The purpose of the fundraising management measures is to standardize the use and management of funds raised by Jilin Expressway Co., Ltd. in accordance with relevant laws and regulations [1][20] - The funds raised refer to the capital obtained through public and non-public issuance of securities, excluding funds raised for equity incentive plans [1] Fund Storage - The company must store the raised funds in a special account approved by the board of directors, and these funds cannot be used for other purposes [3][4] - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the commercial bank within one month of the funds being received [3][4] Fund Usage - The company must use the raised funds strictly according to the purposes listed in the prospectus and cannot change the usage without proper procedures [2][5] - The board of directors should continuously monitor the storage, management, and usage of the raised funds to prevent investment risks [5][6] - Funds should primarily be used for the main business and not for financial investments or providing funds to controlling shareholders or related parties [6][7] Changes in Fund Usage - Any changes in the use of raised funds must be approved by the board of directors and disclosed to shareholders [21][22] - If a project funded by raised capital is not completed on time, the company must report the reasons and the current status of the funds [11][12] Management and Supervision - The financial department must maintain a detailed record of the usage of raised funds, and internal audits should be conducted at least biannually [26][27] - The sponsor or independent financial advisor is responsible for ongoing supervision of the management and usage of the raised funds [28][29]
吉林高速: 吉林高速公路股份有限公司审计委员会年报工作规程
Zheng Quan Zhi Xing· 2025-08-27 13:17
General Principles - The regulation aims to enhance the internal control system, improve the quality of information disclosure, and strengthen the monitoring of annual report preparation and disclosure by the Audit Committee [1][2] - Audit Committee members are required to diligently perform their duties in accordance with relevant laws and regulations, ensuring the overall interests of the company are maintained [1][2] Responsibilities of the Audit Committee - The Audit Committee is responsible for initiating the selection of the annual report auditing firm, reviewing selection documents, and supervising the selection process [2][3] - It must assess the independence and professionalism of the auditing firm, particularly regarding the impact of non-audit services on independence [2][3] - The Committee is tasked with submitting recommendations for hiring or replacing the auditing firm and its fees to the Board after prior research by the Party Committee [2][3] - Regular communication with the auditing firm regarding the audit scope, plan, methods, and significant findings is required [2][3] - The Committee must coordinate the timing of the audit work with the auditing firm and guide the internal audit department [2][3] Communication and Reporting - The Audit Committee is required to submit an evaluation report on the performance of the auditing firm and its supervisory responsibilities to the Board at least annually [2][3] - A separate communication meeting with the auditing firm, without management present, must be held at least once a year [2][3] Internal Control Evaluation - The Audit Committee must evaluate the establishment and implementation of internal control systems related to financial reporting and disclose findings in an internal control evaluation report [5][6] - The report should include the effectiveness of internal controls, any significant risks, and corrective measures for identified deficiencies [5][6] Appointment of Auditing Firms - The Audit Committee votes on the annual financial report and submits the decision to the Board for approval, along with a summary report on the auditing firm's performance [3][4] - The Committee must focus on any changes in the auditing firm during the audit period and ensure proper evaluation of both the previous and new firms [3][4] Confidentiality and Compliance - Members of the Audit Committee are obligated to maintain confidentiality and prevent insider trading or other illegal activities during the report preparation and auditing period [4][6]
吉林高速: 吉林高速公路股份有限公司信息披露事务管理制度
Zheng Quan Zhi Xing· 2025-08-27 13:17
General Principles - The information disclosure system of Jilin Expressway Co., Ltd. aims to standardize disclosure practices and protect the rights of stakeholders, in accordance with relevant laws and regulations [1][2] - Information disclosure refers to the act of publicly announcing significant information that may impact the company's stock price, as well as information required by regulatory authorities [1][2] Disclosure Obligations - The system applies to various parties including the board of directors, senior management, and major shareholders, all of whom have responsibilities for information disclosure [1][2][3] - The company must ensure timely, fair, truthful, accurate, and complete disclosure of information [2][3] Responsibilities and Management - The board secretary is the primary responsible person for managing information disclosure, while the audit and regulatory department handles daily management [3][4] - The audit and regulatory department is tasked with coordinating the preparation of periodic and temporary reports, responding to regulatory feedback, and managing disclosure documents [3][4] Reporting Standards - The company must disclose various types of reports including issuance information, periodic reports (annual and semi-annual), and temporary reports on significant events [18][23] - Annual reports must be completed and disclosed within four months after the fiscal year-end, while semi-annual reports must be disclosed within two months after the first half of the fiscal year [23][24] Content of Reports - Annual reports should include company basics, major financial data, stock and bond issuance details, and significant events during the reporting period [25][26] - The company must disclose risk factors that could significantly impact its core competitiveness and future development [27] Temporary Reporting - Temporary reports must be issued for significant events that could affect stock trading prices, including major asset transactions, legal issues, and changes in management [33][34] - The company is required to disclose any major risks or changes in operations that could impact its financial status [57][58] Compliance and Oversight - The board of directors and senior management are responsible for ensuring the accuracy and completeness of disclosed information [12][13] - The audit committee supervises the information disclosure practices of the board and management, and investigates any violations [13][14]
吉林高速: 吉林高速公路股份有限公司内部审计管理制度
Zheng Quan Zhi Xing· 2025-08-27 13:17
吉林高速公路股份有限公司 内部审计管理制度 (2025年8月26日 经公司第四届董事会第六次会议审议通过) 第一章 总 则 第一条 为规范公司内部审计工作,提高内部审计工 作质量,充分发挥内部审计工作在公司管理中的作用,根 据《中华人民共和国审计法》、《审计署关于内部审计工 作的规定》、财政部《企业内部控制基本规范》等相关法 律法规和上海证券交易所有关规定,结合本公司的实际情 况,制定本制度。 第二条 适用范围:公司本部及分公司;全资子公司、 控股子公司据此制定制度并通过内部决策程序审批后执行; 参股公司可参照执行。 第三条 定义:内部审计是指由公司审计法规部对公 司内部控制和风险管理的适当性和有效性、财务信息的真 实性和完整性以及经营活动的效率和效果等开展独立、客 观的监督、评价活动。 第二章 内部审计机构及人员 第四条 公司董事会下设审计委员会,同时制定《董 事会审计委员会工作细则》并予以披露。公司审计委员会 全部由董事组成,其中独立董事三名,至少有一名独立董 事为专业会计人士,设置主任一名由独立董事担任并负责 召集会议同时主持工作。 第五条 公司内部审计的常设机构为审计法规部,负 责公司内部审计工作,依 ...
吉林高速: 吉林高速公路股份有限公司董事离职管理制度
Zheng Quan Zhi Xing· 2025-08-27 13:17
吉林高速公路股份有限公司 董事离职管理制度 (2025年8月26日 经公司第四届董事会第六次会议审议通过) 第一章 总则 第一条 为规范吉林高速公路股份有限公司(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、监事和高级管理人 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《吉林高速公路股份有限公司 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 本制度适用于公司董事(含独立董事)因任期 届满、辞职、被解除职务或其他原因离职的情形。 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; (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; 第六条 如存在下列情形,在改选出的董事就任前 ...
吉林高速: 吉林高速公路股份有限公司董事会提案管理制度
Zheng Quan Zhi Xing· 2025-08-27 13:17
Group 1 - The proposal management system aims to standardize the submission and review of proposals to the board of directors, enhancing internal control and governance levels within the company [1][2] - Proposals must be submitted by stakeholders holding more than 10% of voting rights, one-third of directors, half of independent directors, the chairman, specialized committees, the general manager's office, or other legally permitted entities [2][3] - Proposals must be comprehensive, well-argued, and formally structured, requiring detailed documentation and signatures from the proposers [1][2] Group 2 - Proposals must be submitted at least 15 days before a board meeting and 10 days before a temporary meeting, with the auditing department responsible for compliance checks [2][3] - The auditing department has three days to review proposals, and any necessary modifications must be communicated to the proposers [2][3] - The chairman has the authority to request modifications to proposals and must document any communications regarding changes [2][3] Group 3 - The board meeting must follow established procedures, and proposals must be sent to all directors in a timely manner to ensure adequate preparation [3] - Proposers must adhere to deadlines, and any extensions require the chairman's approval [3] - Confidentiality regarding proposal content must be maintained by directors and relevant personnel until the board's decision is publicly announced [3]
吉林高速: 吉林高速公路股份有限公司董事会审计委员会工作细则
Zheng Quan Zhi Xing· 2025-08-27 13:17
Core Viewpoint - The document outlines the working rules of the Audit Committee of Jilin Expressway Co., Ltd., emphasizing the importance of enhancing the board's decision-making capabilities, ensuring effective supervision of the management, and improving internal control systems. Group 1: General Provisions - The Audit Committee is established to strengthen the board's decision-making function and ensure effective supervision of the management team [1] - The committee operates independently, reporting to the board and is not subject to interference from other departments or individuals [1] Group 2: Composition of the Committee - The committee consists of five directors who are not senior management, with a requirement for professional knowledge and experience in business and risk management [2] - The committee must include three independent directors, with one serving as the chairperson [2][3] Group 3: Responsibilities and Authority - The Audit Committee is responsible for supervising and evaluating external audit work, guiding internal audits, reviewing financial reports, and assessing internal control effectiveness [5] - The committee has the authority to hire or dismiss the financial officer and recommend the appointment of external auditors [5][19] Group 4: Decision-Making Procedures - The committee must notify all members of meetings at least five days in advance and hold at least four regular meetings annually [12] - Decisions require a majority vote from committee members present at the meeting [13] Group 5: Information Disclosure - The company is required to disclose the composition and professional background of the Audit Committee members, as well as their performance in the annual report [37][38] - Any significant issues identified by the committee that meet disclosure standards must be reported promptly [39]
吉林高速: 吉林高速公路股份有限公司董事会授权管理制度
Zheng Quan Zhi Xing· 2025-08-27 13:17
Core Points - The document outlines the authorization management system of Jilin Expressway Co., Ltd. to enhance decision-making efficiency and promote the company's reform and development [1][2] Group 1: General Principles - The authorization refers to the delegation of powers from the board of directors to the chairman, general manager, or other authorized individuals within legal and regulatory frameworks [2] - The basic principles of authorization management include prudent authorization, classification of authorization, timely adjustment, and effective supervision [2][3] Group 2: Authorization Scope - The board can delegate certain powers to the chairman, general manager, or other authorized individuals based on the company's operational needs [3][4] - Authorization is categorized into regular and temporary authorization, with specific conditions for each type [3][4] Group 3: Authorization Procedures - The authorization plan must be drafted by the board secretary and should clearly define the purpose, objects, matters, limits, and duration of the authorization [5][6] - In special circumstances, temporary authorization requires written documentation detailing the background, objects, matters, conditions, and duration [5][6] Group 4: Authorization Supervision - The board is responsible for regularly monitoring the decision-making and execution of authorized matters, ensuring dynamic management of the authorization [6][7] - Adjustments to the authorization may be necessary based on the quality of decisions, management levels, or external changes [6][7] Group 5: Authorization Responsibilities - The board holds the responsibility for regulating authorization management and must address any improper actions by authorized individuals [8][9] - Authorized individuals must act within their delegated powers and are accountable for any decisions that lead to significant losses or adverse outcomes [8][9]