WXSJ(603185)

Search documents
弘元绿能: 内幕信息知情人登记管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:34
Core Viewpoint - The company has established an insider information management system to enhance confidentiality, prevent insider trading, and protect investors' rights [1][2]. Group 1: Insider Information Management - The board of directors is responsible for managing insider information, ensuring the accuracy and completeness of insider information registries, with the chairman as the primary responsible person [1][2]. - The insider information management system applies to the company and its subsidiaries, requiring all relevant personnel to maintain confidentiality and cooperate with the registration of insider information [2][3]. - Insider information includes significant changes in business operations, major investments, important contracts, and any events that could materially affect the company's financial status or stock price [2][3][4]. Group 2: Registration and Documentation - The company must accurately record and summarize the list of insider information holders before the official disclosure of insider information, including details such as the time, place, and manner of knowledge [4][5]. - Insider information holders are required to fill out a registration form upon becoming aware of insider information, which must include personal identification and their relationship with the company [4][5]. - The company must maintain and update the insider information holder registry and significant event progress memos for at least ten years [7][8]. Group 3: Confidentiality Obligations - Insider information holders are obligated to keep information confidential and are prohibited from disclosing or trading based on insider information [10][11]. - The company must take necessary measures to limit the number of individuals aware of insider information before its public disclosure [10][11]. - Violations of confidentiality obligations may result in penalties, including potential criminal charges for severe breaches [10][11][12].
弘元绿能: 年报信息披露重大差错责任追究制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:34
Core Viewpoint - The company has established a system for accountability regarding significant errors in annual report disclosures to enhance the quality and transparency of financial reporting and ensure compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The system aims to improve the company's operational standards and increase accountability for those responsible for annual report disclosures [1]. - It applies to personnel whose actions lead to significant errors in annual report disclosures, resulting in substantial economic losses or negative social impacts [1][2]. - The principles for accountability include objectivity, accountability for errors, proportionality of power and responsibility, and combining accountability with work improvement [1][2]. Group 2: Definition of Significant Errors - Significant errors in annual report disclosures include major accounting errors, substantial omissions, and discrepancies in performance forecasts [2][3]. - Specific situations classified as significant errors include violations of accounting laws, major discrepancies in financial data, and failure to provide reasonable explanations for performance differences [2][3][4]. Group 3: Recognition and Handling of Accounting Errors - Major accounting errors are defined as those that could significantly affect users' judgments regarding the company's financial status [3][4]. - Criteria for recognizing significant accounting errors include errors exceeding 5% of total audited assets or net profit, with absolute amounts over 5 million [4][5]. - The company must engage a qualified accounting firm to audit any corrections made to previously published financial reports [5]. Group 4: Responsibility and Accountability - The company will pursue accountability for significant errors, distinguishing between direct responsibility and leadership responsibility [8][9]. - Key executives, including the chairman and general manager, bear primary responsibility for the accuracy and completeness of financial reports [9][10]. - Serious cases of errors may lead to severe penalties, including dismissal or legal action [10][11]. Group 5: Implementation and Review - The financial department is responsible for collecting data related to errors, investigating causes, and proposing corrective measures [2][8]. - The board of directors must review and approve any proposed actions regarding accountability for significant errors [10][11]. - The system will take effect upon approval by the board and will be subject to modifications as necessary [11].
弘元绿能: 期货和衍生品交易内控制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:34
Core Points - The company has established a system to regulate futures and derivatives trading, aiming to control risks and enhance investment returns while protecting the interests of the company and its shareholders [1][2][4] - The system applies to the company and its wholly-owned and controlling subsidiaries, with specific exceptions outlined [1][2] - The company is prohibited from using raised funds for futures and derivatives trading, focusing instead on hedging activities related to specific risks [2][4] Group 1: Trading Regulations - Futures trading refers to transactions involving futures contracts or standardized options, while derivatives trading includes swaps, forwards, and non-standardized options [1][2] - The company must establish internal control systems for futures and derivatives trading, including investment decision-making, business operations, and risk control [4][5] - The board of directors must approve futures and derivatives trading decisions, ensuring compliance with internal control procedures [5][6] Group 2: Risk Management - The company is required to form a working group for futures and derivatives trading, composed of professionals in investment decision-making, business operations, and risk control [6][8] - The working group must assess business risks and develop strict decision-making procedures and monitoring measures [6][8] - The company must set appropriate stop-loss limits and monitor market price changes to manage risks effectively [7][8] Group 3: Information Disclosure - The board of directors must disclose relevant documents to the stock exchange after making decisions on futures and derivatives trading [18][19] - The company must provide detailed information about the trading purpose, instruments, and expected risks when engaging in futures and derivatives trading [19][20] - Any significant losses or deviations from expected outcomes must be reported promptly, ensuring transparency in trading activities [20][21]
弘元绿能: 会计师事务所选聘制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:34
Core Viewpoint - The article outlines the selection system for accounting firms at Hongyuan Green Energy Co., Ltd., aiming to standardize the hiring process, protect shareholder interests, and ensure the quality of financial information and audits [1][2]. Group 1: General Principles - The selection system is established to comply with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1]. - The company must follow the established procedures for hiring accounting firms for auditing financial reports and internal controls [2]. Group 2: Selection Conditions - The accounting firms must meet specific criteria, including having independent qualifications and a good reputation in the industry [2]. - Firms should not have faced multiple administrative penalties for audit quality issues in the past three years [2]. Group 3: Selection Procedures - The Audit Committee is responsible for hiring or dismissing accounting firms and must follow a defined process [3]. - The selection process includes preparing documents, reviewing proposals, and obtaining approvals from the board and shareholders [4][5]. Group 4: Evaluation Criteria - Evaluation factors for accounting firms include audit fees, qualifications, past performance, and quality management systems [5][6]. - The quality management level must account for at least 40% of the evaluation score, while audit fees should not exceed 15% [6]. Group 5: Supervision and Reporting - The Audit Committee must evaluate the performance of the accounting firm annually and report to the board [7][10]. - Any significant issues or violations during the selection process must be reported to the board for appropriate action [10][11]. Group 6: Miscellaneous Provisions - The selection system will be effective upon approval by the shareholders' meeting and will be interpreted by the board of directors [13].
弘元绿能: 股东会网络投票实施细则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:34
General Provisions - The purpose of the guidelines is to standardize the online voting behavior of shareholders at Hongyuan Green Energy Co., Ltd. and protect investors' legal rights, based on relevant laws and regulations [1][2] - The company will provide online voting options alongside in-person voting during shareholder meetings [1][2] - The online voting system will be operated through the Shanghai Stock Exchange's designated platforms [1][2] Notification and Preparation for Online Voting - The company will prepare a notice for the shareholder meeting that includes details about the type of meeting, voting times, and other relevant information [2][3] - In case of changes to the proposals listed in the notice, the meeting convener must issue timely announcements [2][3] - The company must provide shareholder data to the information company two trading days before the meeting [2][3] Methods and Procedures for Online Voting - Shareholders can participate in online voting through designated trading terminals or the internet voting platform on the day of the meeting [4][5] - Voting through the internet platform is available from 9:15 AM to 3:00 PM on the day of the meeting [5][6] - Shareholders with multiple accounts can vote through any of their accounts, but the first vote will be considered valid [6][7] Statistics and Inquiry of Voting Results - Shareholders who vote on some proposals will still be considered present at the meeting [8][9] - The information company will compile and send the voting results to the company after the meeting [8][9] - The company must disclose the voting results, especially for significant matters affecting minority investors [9][9] Miscellaneous - The company's announcement website is specified for information disclosure [9] - The guidelines will take effect after being approved by the shareholder meeting [9]
弘元绿能: 董事会审计委员会工作细则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:34
General Provisions - The purpose of the audit committee's work rules is to strengthen the decision-making function of the board of directors, ensure effective supervision of the management, and improve the corporate governance structure [1] - The audit committee is a specialized working body approved by the shareholders' meeting, responsible for communication, supervision, and verification of internal and external audits, reporting to the board of directors [1] Composition of the Committee - The audit committee consists of three directors who are not senior management, with at least one independent director being a professional accountant [3] - The chairperson of the audit committee must be an independent director with relevant accounting or financial management experience [3] Responsibilities and Authority - The main responsibilities of the audit committee include supervising and evaluating external and internal audit work, reviewing financial reports, and assessing internal controls [9] - The committee has the authority to propose the hiring or replacement of external audit firms and to supervise their work [10][11] Meetings - The audit committee must hold at least four regular meetings each year, with additional temporary meetings as needed [18][19] - A quorum for meetings requires the presence of at least two-thirds of the committee members [20] Information Disclosure - The company must disclose the composition and professional background of the audit committee members, as well as any changes in personnel [32] - The audit committee's annual performance must be disclosed alongside the company's annual report [33] Annual Report Procedures - The audit committee is responsible for reviewing the company's annual financial statements and ensuring compliance with auditing standards [37][38] - The committee must evaluate the performance of the external auditor and provide recommendations for reappointment or replacement [45][46]
弘元绿能: 董事会薪酬与考核委员会工作细则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:34
Core Points - The article outlines the establishment and operational guidelines of the Compensation and Assessment Committee of Hongyuan Green Energy Co., Ltd. [1][2] - The committee is responsible for formulating assessment standards and compensation policies for the company's directors and senior management [1][3] Group 1: General Provisions - The committee is established to enhance the governance structure of the company and is based on relevant laws and regulations [1] - The committee consists of three directors, with a majority being independent directors [2] Group 2: Responsibilities and Authority - The committee's main responsibilities include developing compensation plans based on job responsibilities and market standards, conducting annual performance evaluations, and supervising the execution of the compensation system [9] - Any compensation plans proposed by the committee must be approved by the board and submitted for shareholder review [11][12] Group 3: Decision-Making Procedures - The committee must notify all members five days prior to meetings, and decisions require a two-thirds majority attendance [14][15] - Meetings can be held in person or via communication methods, and all proceedings must be documented [16][22] Group 4: Additional Provisions - The committee may invite company directors and senior management to attend meetings but without voting rights [18] - The committee's guidelines are subject to modification by the board and take effect upon board approval [27]
弘元绿能: 董事会提名委员会工作细则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:34
《上市公司治理准则》、 弘元绿色能源股份有限公司 董事会提名委员会工作细则 弘元绿色能源股份有限公司 董事会提名委员会工作细则 第一章 总则 第一条 为规范弘元绿色能源股份有限公司(以下简称"公司")董事、高级 管理人员的产生,优化董事会组成,完善公司治理结构,根据《中华人民共和国 公司法》、 《上市公司独立董事管理办法》、 《上海证券交易 所上市公司自律监管指引第 1 号——规范运作》、 《弘元绿色能源股份有限公司章 程》 (以下简称"《公司章程》")及其他有关规定,公司特设立董事会提名委员会, 并制定本工作细则。 第二条 董事会提名委员会是董事会按照股东会决议设立的专门工作机构, 主要负责对公司董事和高级管理人员的人选、选择标准和程序进行选择并提出建 议,向董事会报告工作并对董事会负责。 第二章 人员组成 第三条 提名委员会成员由三名董事组成,其中独立董事应当过半数并担任 召集人。 第四条 提名委员会委员由董事长、二分之一以上独立董事或者全体董事的 三分之一提名,并由董事会选举产生。 第五条 提名委员会设主任委员(召集人)一名,由独立董事委员担任,负 责主持委员会工作;主任委员在委员内选举,并报请董事会批 ...
弘元绿能: 募集资金专项存储及使用管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:34
Core Viewpoint - The company has established a specialized management system for the storage and use of raised funds to enhance the efficiency of fund utilization and protect investors' legal rights [1][2]. Fund Storage - Raised funds must be stored in a dedicated account approved by the board of directors, and cannot be used for non-raising purposes [7][8]. - A tripartite supervision agreement must be signed with the sponsor and the commercial bank within one month of the funds being received [8][3]. Fund Usage - The company must adhere to strict approval procedures for fund usage, ensuring that all expenditures are documented and approved by relevant authorities [9][10]. - Funds should primarily be used for the main business operations, and any changes in usage must be approved by the board and disclosed [10][20]. - If the actual use of funds deviates from the planned usage due to unforeseen circumstances, the company must report to the board and disclose the reasons [9][10]. Management and Supervision - The company is required to disclose the actual usage of raised funds accurately and completely, with a special report submitted to the board every six months [25][15]. - Independent directors and the audit committee must continuously monitor the management and usage of raised funds [26][27]. Changes in Fund Usage - Any changes to the investment projects funded by raised funds must be approved by the board and shareholders, with independent opinions required [20][22]. - If there are surplus funds after project completion, they can only be used for other projects after board approval [18][19].
弘元绿能: 董事及高级管理人员薪酬管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:34
Core Viewpoint - The company has established a comprehensive remuneration management system for its directors and senior management to enhance motivation and improve operational efficiency, aligning with relevant laws and regulations [1][2][6] Group 1: Principles of the Remuneration Management System - The remuneration management system adheres to principles of fairness, responsibility, long-term development, and a balance between incentives and constraints [2][5] - The system aims to ensure that remuneration reflects the company's scale, performance, and external market levels [2][5] Group 2: Performance Assessment Framework - The performance assessment framework includes the general manager, the remuneration and assessment committee, the board of directors, and the shareholders' meeting [4] - The shareholders' meeting is responsible for approving annual operational goals, equity incentive plans, and remuneration schemes for directors [4][5] Group 3: Roles and Responsibilities - The board of directors drafts annual operational plans and submits them for shareholder approval, while also reviewing remuneration management systems [4][5] - The remuneration and assessment committee is tasked with drafting or proposing amendments to the remuneration management system and approving performance assessment plans [3][4] Group 4: Components of Remuneration - Directors and senior management remuneration consists of a basic salary and performance rewards, with independent directors receiving only a basic salary [3][4] - The basic salary is determined based on position, responsibility, capability, and market salary trends, and is paid monthly [4][5] Group 5: Performance Rewards - Performance rewards are based on annual operational goals and individual performance assessments, with adjustments limited to a maximum of 10% from the previous year's approved amount [4][5] - Specific conditions under which remuneration and performance rewards will not be granted include serious violations of company policies and significant harm to company interests [5][6] Group 6: Adjustments and Special Rewards - The remuneration system is designed to adapt to changes in the company's operational status and is influenced by industry salary trends, inflation, profitability, and strategic adjustments [5][6] - The board may approve temporary special rewards or penalties for directors and senior management, with total amounts not exceeding the previous year's total remuneration [5][6]