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江苏华辰: 江苏华辰2025年第二次临时股东会决议公告
Zheng Quan Zhi Xing· 2025-07-10 10:12
Meeting Details - The shareholders' meeting of Jiangsu Huachen Transformer Co., Ltd. was held on July 10, 2025, at the company's office in Xuzhou, Jiangsu Province [1] - The meeting was attended by shareholders holding 73.6183% of the total shares [1] - The meeting was conducted in accordance with the Company Law and the company's articles of association, with a combination of on-site and online voting [1] Voting Results - All proposed resolutions were approved with high support from shareholders, with the following voting results: - Resolution 1: 99.8474% in favor, 0.1298% against, 0.0228% abstained [1] - Resolution 2: 99.8627% in favor, 0.1169% against, 0.0204% abstained [1] - Resolution 3: 99.8653% in favor, 0.1132% against, 0.0215% abstained [1] - Resolution 4: 99.8650% in favor, 0.1131% against, 0.0219% abstained [1] - Resolution 5: 99.8480% in favor, 0.1310% against, 0.0210% abstained [1] - Additional resolutions also received similar overwhelming support, with percentages consistently above 99% in favor [2] Legal Compliance - The meeting's procedures were verified by lawyers, confirming compliance with relevant Chinese laws and regulations, as well as the company's articles of association [3] - The qualifications of the participants and the legitimacy of the voting process were affirmed as valid and effective [3]
江苏华辰: 江苏华辰关于选举职工董事的公告
Zheng Quan Zhi Xing· 2025-07-10 10:12
Core Points - Jiangsu Huachen Transformer Co., Ltd. has elected Mr. Geng Defei as the employee director of the third board of directors, with a term aligned with the board's duration [1][2] - The company has canceled its supervisory board and revised its articles of association in accordance with relevant laws and regulations [1] - Mr. Geng Defei holds 275,000 shares of the company and has no disqualifications or conflicts of interest as per the Company Law and the company's articles of association [2][4] Summary by Sections - **Company Governance**: The company held its 19th meeting of the third board of directors on June 17, 2025, and a temporary shareholders' meeting on July 10, 2025, to approve the cancellation of the supervisory board and the revision of the articles of association [1] - **Election of Employee Director**: An employee representative meeting was convened to democratically elect Mr. Geng Defei as the employee director, ensuring compliance with the revised articles of association [1] - **Profile of Mr. Geng Defei**: Mr. Geng, born in April 1973, has a college diploma and extensive experience in various engineering and managerial roles within the company and related firms. He is not associated with any major shareholders or executives and has not faced any regulatory penalties [4]
江苏华辰: 江苏华辰关联交易管理制度
Zheng Quan Zhi Xing· 2025-07-10 10:12
Core Viewpoint - Jiangsu Huachen Transformer Co., Ltd. has established an associated transaction management system to ensure the fairness and reasonableness of transactions with related parties, in compliance with relevant laws and regulations [2][3]. Group 1: General Principles - The system is binding on the company's shareholders, directors, and management, who must adhere to its provisions [2]. - The company must take effective measures to prevent shareholders and their related parties from improperly occupying or transferring the company's funds, assets, and other resources [2] [3]. Group 2: Identification of Related Parties - Related parties include both legal entities and natural persons that have a specific relationship with the company, such as those who control or hold significant shares [4][5]. - The company must maintain an updated list of related parties and ensure its accuracy and completeness [4][5]. Group 3: Associated Transactions - Associated transactions refer to the transfer or potential transfer of resources or obligations between the company and its related parties, including various types of financial and operational activities [6][7]. - The company must adhere to principles of fairness, honesty, and full disclosure when determining the pricing of associated transactions [6][7]. Group 4: Approval Procedures - All proposals related to associated transactions must first be reviewed by the board of directors, which will determine if they constitute associated transactions [8][9]. - Transactions exceeding certain monetary thresholds require independent director approval and must be disclosed in a timely manner [8][9]. Group 5: Execution of Associated Transactions - The board of directors and management must organize the implementation of approved associated transactions [14][15]. - Any significant changes or termination of associated transaction agreements must be approved by the original approving body [14][15].
江苏华辰: 江苏华辰独立董事工作制度
Zheng Quan Zhi Xing· 2025-07-10 10:11
Core Viewpoint - The company has established a working system for independent directors to enhance corporate governance, strengthen supervision over internal directors and management, and protect the interests of minority shareholders and stakeholders [1][2]. Group 1: Independent Director System - 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 perform their responsibilities independently without influence from the company or its major shareholders [2][3]. - The company must elect suitable individuals as independent directors, including at least one accounting professional with relevant qualifications [2][3]. Group 2: Qualifications and Independence - Independent directors must meet specific qualifications, including legal eligibility, independence, knowledge of company operations, and relevant work experience [2][3]. - Certain individuals are prohibited from serving as independent directors, including those with significant relationships with the company or its major shareholders [3][4]. Group 3: Nomination and Election Process - The nomination and election of independent directors must be conducted legally and in accordance with regulations, with candidates proposed by the board or shareholders holding more than 1% of shares [5][6]. - Independent directors serve a term aligned with other board members, with a maximum consecutive term of six years [5][6]. Group 4: Responsibilities and Rights - Independent directors are entitled to equal access to information and must be notified in advance of board decisions, with the right to request additional information if necessary [7][8]. - The company must provide necessary conditions and support for independent directors to fulfill their duties effectively [8]. Group 5: Reporting and Compliance - Independent directors must document their dissenting opinions on board resolutions and report any violations of laws or regulations to the board [9][10]. - They are also responsible for monitoring the execution of board resolutions and can report to regulatory authorities if necessary [10][11]. Group 6: Miscellaneous Provisions - The working system will be effective upon approval by the shareholders' meeting and will be interpreted by the board [10][16].
江苏华辰: 江苏华辰累积投票制实施细则
Zheng Quan Zhi Xing· 2025-07-10 10:11
Core Points - The implementation details of the cumulative voting system aim to enhance corporate governance and protect the interests of minority shareholders [1][2] - The cumulative voting system allows shareholders to allocate their voting rights among candidates for the board of directors, promoting a more democratic election process [1][2] - The system specifies that independent directors and non-independent directors will be elected separately, ensuring transparency and fairness in the election process [2][3] Summary by Sections - **Cumulative Voting Definition**: The cumulative voting system allows shareholders to have voting rights equal to the number of shares they hold multiplied by the number of directors to be elected, enabling concentrated voting [1][2] - **Election Process**: Shareholders can propose candidates for the board if they hold at least 1% of the voting shares, and the board will review these proposals before presenting them for shareholder approval [1][2] - **Voting Mechanics**: Each shareholder's voting power is calculated based on their shares and the number of directors to be elected, with specific rules for distributing votes among candidates [2][3] - **Vote Validity**: Votes exceeding a shareholder's total voting rights are deemed invalid, while those within the limit are considered valid, with any excess treated as a waiver of voting rights [3] - **Implementation and Amendments**: The details of the cumulative voting system will take effect upon approval by the shareholders and can be amended by the board, subject to shareholder approval [3]
江苏华辰: 江苏华辰募集资金管理办法
Zheng Quan Zhi Xing· 2025-07-10 10:11
江苏华辰变压器股份有限公司 募集资金管理办法 第一章 总则 第一条 为规范江苏华辰变压器股份有限公司(以下简称"公司")募集资金的管理 和运用,保护投资者的权益,公司根据《中华人民共和国公司法》《中华人民共和国证 券法》《上市公司募集资金监管规则》《上海证券交易所股票上市规则》《上海证券交易 所上市公司自律监管指引第 1 号——规范运作》等有关法律、法规、规范性文件以及《江 苏华辰变压器股份有限公司章程》 (以下简称"《公司章程》")的规定,并结合公司的实 际情况制定本办法。 第二条 本办法所称募集资金系指公司通过在中国境内发行股票或者其他具有股权 性质的证券,向投资者募集并用于特定用途的资金,但不包括公司实施股权激励计划募 集的资金。 第三条 公司董事会应当对募集资金投资项目的可行性进行充分论证,确信投资项 目具有较好的市场前景和盈利能力,有效防范投资风险,提高募集资金使用效益。 第四条 公司的董事和高级管理人员应当勤勉尽责,督促公司规范使用募集资金, 自觉维护公司募集资金安全,不得参与、协助或纵容公司擅自或变相改变募集资金用途。 第五条 公司控股股东、实际控制人不得直接或者间接占用或者挪用公司募集资金, ...
江苏华辰: 江苏华辰董事会议事规则
Zheng Quan Zhi Xing· 2025-07-10 10:11
General Provisions - Jiangsu Huachen Transformer Co., Ltd. establishes rules for the board of directors to clarify responsibilities and ensure compliance with laws and regulations [1][4] - The board consists of 8 directors, including 3 independent directors and 1 employee representative [1][4] Board Composition and Committees - The board has specialized committees: Strategic Committee, Audit Committee, Nomination Committee, Compensation and Assessment Committee, and ESG Committee [1][2] - The Strategic Committee is responsible for long-term development strategies and major investment proposals [1][2] - The Audit Committee oversees financial reporting and internal controls [2][3] - The Nomination Committee proposes standards for selecting directors and senior management [2][3] - The Compensation and Assessment Committee evaluates and recommends compensation policies for directors and senior management [2][3] - The ESG Committee focuses on environmental, social, and governance goals and risks [3] Board Authority - The board must adhere to legal and regulatory requirements, ensuring fair treatment of all shareholders [4] - The board can authorize the chairman for specific investment and asset management decisions [4] Meeting Procedures - The board holds at least two regular meetings annually, with provisions for temporary meetings under certain conditions [5][6] - Meeting notifications must be sent in advance, detailing the agenda and other relevant information [6][7] - A quorum requires the presence of more than half of the directors [7][8] - Voting procedures are outlined, with each director having one vote [10][11] Decision-Making and Record-Keeping - Decisions require a majority vote from the directors present, with specific rules for conflicts of interest [11][12] - Meeting records must be maintained, including attendance and voting results [39][40] - The board's resolutions must be announced in accordance with regulatory requirements [40][41] Amendments and Validity - The rules are subject to amendments approved by the shareholders and must comply with national laws and regulations [44][46] - The rules take effect upon approval by the shareholders' meeting [46]
江苏华辰: 江苏华辰股东会网络投票实施细则
Zheng Quan Zhi Xing· 2025-07-10 10:11
General Provisions - The company establishes rules for online voting at shareholder meetings to protect investors' rights, in accordance with relevant laws and regulations [2] - The company will provide online voting options alongside in-person voting during shareholder meetings [2] - The online voting system will be operated through the Shanghai Stock Exchange [2] Notification and Preparation for Online Voting - The company must prepare a notice for the shareholder meeting that includes details about online voting [3] - If there are changes such as postponements or additional proposals, the company must issue timely announcements [3] - The company will provide a list of registered shareholders to the information company two trading days before the meeting [3][4] Methods and Procedures for Online Voting - Shareholders can vote online through the Shanghai Stock Exchange's trading system or internet voting platform during specified hours [5][6] - Each proposal must be voted on individually, and shareholders cannot vote in favor of mutually exclusive proposals [6] - Shareholders with multiple accounts can vote through any of their accounts, with votes counted based on the total shares held [7] Statistics and Inquiry of Voting Results - After the online voting concludes, the information company will compile and send the voting results to the company [8] - The company must disclose the voting results promptly after the meeting [9] - Shareholders can check their voting results through the information company's website after the meeting [9] Supplementary Provisions - Any matters not covered by these rules will follow national laws and the company's articles of association [9] - The board of directors is responsible for interpreting these rules [9] - These rules take effect upon approval by the company's shareholder meeting [9]
江苏华辰: 江苏华辰对外投资管理制度
Zheng Quan Zhi Xing· 2025-07-10 10:11
General Principles - The company establishes an external investment management system to strengthen internal control over investment activities, standardize investment industries, prevent investment risks, and enhance investment returns [1] - Investments include funds, futures, options, and other financial derivatives, as well as cash, physical assets, and intangible assets aimed at obtaining long-term returns through joint ventures, partnerships, and mergers [1] Investment Decision and Procedures - The shareholders' meeting and the board of directors serve as the decision-making bodies for external investments, exercising their decision-making authority within the scope of applicable regulations and the company's articles of association [2] - The general manager is the main responsible person for implementing external investments and must report investment progress to the board of directors [2] - The financial center is responsible for financial management of external investments, including feasibility analysis, handling funding procedures, and ensuring strict borrowing and payment processes [2] Implementation and Management of External Investments - Once an investment project is established, the general manager's office monitors the entire implementation process [3] - The general manager's office tracks project progress, funding usage, operational status, and returns, providing necessary reports and corrective measures as needed [3] Reporting and Compliance - If new situations arise during project implementation, such as investment recovery or transfer, the general manager's office must report within five working days [3] - Investments in stocks, funds, bonds, and futures must be approved according to applicable regulations and the company's articles of association, with regular reporting on the investment environment, risks, and returns [3] Management of Entrusted Financial Management - When the company engages in entrusted financial management, it must select qualified financial institutions and sign written contracts detailing the investment amount, duration, and responsibilities [4] - The financial center assigns personnel to track the progress and safety of entrusted funds, reporting any unusual situations promptly [4] Transfer and Recovery of Investments - The company can recover external investments under specific circumstances, and investment transfers must comply with relevant laws and regulations [4] - The transfer of investments must adhere to the provisions of the Company Law and the company's articles of association [4] Miscellaneous - Any matters not covered by this system will follow national laws, regulations, and the company's articles of association [4] - This system takes effect upon approval by the shareholders' meeting and is subject to modification as necessary [4]
江苏华辰(603097) - 江苏华辰股东会网络投票实施细则
2025-07-10 10:01
江苏华辰变压器股份有限公司 第三条 公司利用上海证券交易所(以下简称"上交所")上市公司股东会网络投 票系统(以下简称"网络投票系统")为股东行使投票表决权提供网络投票方式。 第四条 股东会股权登记日登记在册且有权出席会议行使表决权的股东,均可以按 照本细则规定,通过公司网络投票系统行使表决权。同一表决权只能选择现场、网络 或其他表决方式中的一种。 第五条 公司可以与上交所指定的上证所信息网络有限公司(以下简称"信息公 司")签订服务协议,委托信息公司提供股东会网络投票相关服务,并明确服务内容 及相应的权利义务。 第二章 网络投票的通知与准备 第六条 公司为股东提供网络投票方式的,根据上交所规定编制召开股东会通知公 告,并载明下列网络投票相关信息: 1 股东会网络投票实施细则 第一章 总 则 第一条 为规范江苏华辰变压器股份有限公司(以下简称"公司")股东会网络投 票行为,保护投资者合法权益,根据《中华人民共和国公司法》《上市公司股东会规则》 《上海证券交易所股票上市规则》《上海证券交易所上市公司自律监管指引第 1 号—— 规范运作》等法律、法规的规定及《江苏华辰变压器股份有限公司公司章程》(以下简 称"《公 ...