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元利科技: 元利化学集团股份有限公司舆情管理制度
Zheng Quan Zhi Xing· 2025-08-27 16:41
Core Viewpoint - The company has established a public opinion management system to enhance its ability to respond to various public opinions, ensuring timely and effective handling of issues that may impact its stock price, commercial reputation, and normal operations [1][2]. Group 1: General Principles - The public opinion management system aims to protect investors' legal rights and is based on relevant laws and regulations, as well as the company's actual situation [1]. - Public opinion includes negative media reports, rumors that may harm the company, information affecting investor sentiment, and other events that could significantly impact stock prices [1]. Group 2: Organizational Structure and Responsibilities - The company has formed a public opinion handling leadership group, led by the chairman, to coordinate responses to various public opinions [2]. - The leadership group is responsible for decision-making, assessing the impact of public opinion, coordinating external communications, and reporting to regulatory bodies [2][3]. Group 3: Principles and Measures for Handling Public Opinion - Public opinion is categorized into major and general public opinions, with major public opinions having a broader impact on the company's image and operations [3][4]. - The company emphasizes quick response, coordinated communication, proactive engagement, and systematic operations to manage public opinion effectively [4][5]. Group 4: Reporting and Response Procedures - The company has established a reporting process for public opinion, requiring timely and accurate reporting from relevant departments [5][6]. - In the case of major public opinion incidents, the leadership group will convene to make decisions and monitor developments closely [5]. Group 5: Accountability and Legal Obligations - Employees and related personnel are obligated to maintain confidentiality regarding undisclosed significant information, with penalties for violations [6][7]. - The company reserves the right to pursue legal action against media that disseminate false or misleading information that harms its reputation [6][7].
元利科技: 元利化学集团股份有限公司董事会议事规则
Zheng Quan Zhi Xing· 2025-08-27 16:41
General Provisions - The rules are established to standardize the board meeting procedures and decision-making processes of Yuanli Chemical Group Co., Ltd. [1][2] - The rules are based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2]. Board Office - The board office is responsible for handling daily affairs of the board and is led by the board secretary [2]. Regular Meetings - The board must hold at least one regular meeting in each half of the year [3]. - Proposals for regular meetings should be formed after consulting all directors [4]. Temporary Meetings - Temporary meetings should be convened under specific circumstances, such as legal requirements or proposals from shareholders [3][4]. - Proposals for temporary meetings must be submitted in writing and include relevant materials [4]. Meeting Notification - Notifications for regular and temporary meetings must be sent out at least ten days and five days in advance, respectively [3][4]. - Changes to meeting details must be communicated at least three days prior to the meeting [4]. Meeting Procedures - A board meeting requires the presence of more than half of the directors to be valid [5]. - Directors are expected to attend meetings in person, and if unable, they must delegate another director with a written authorization [5][6]. Voting and Resolutions - Each proposal must be discussed thoroughly before voting, and resolutions require a majority of votes from the attending directors [19]. - Directors must abstain from voting on proposals where they have a conflict of interest [20]. Meeting Records - The board secretary is responsible for recording meeting minutes, which should include key details such as attendees, proposals discussed, and voting results [26][28]. - Meeting records must be signed by attending directors, and any dissenting opinions should be documented [28][12]. Decision Execution - The chairman is responsible for ensuring the implementation of board resolutions and reporting on their status in future meetings [30]. Document Preservation - Meeting documents, including notifications, minutes, and voting records, must be preserved for ten years [31]. Amendments - The rules serve as an attachment to the company's articles of association and will take effect upon approval by the shareholders' meeting [32].
元利科技: 元利化学集团股份有限公司股东会议事规则
Zheng Quan Zhi Xing· 2025-08-27 16:41
Core Points - The document outlines the rules for the shareholders' meeting of Yuanli Chemical Group Co., Ltd, ensuring compliance with relevant laws and regulations [2][20]. - The company is required to hold annual and temporary shareholders' meetings, with specific timelines for notification and convening [4][5]. - Legal opinions must be obtained for the validity of the meeting procedures and voting results [3][20]. Group 1: General Provisions - The rules are established to regulate the behavior of the company and ensure shareholders can exercise their rights legally [2]. - The board of directors is responsible for organizing the shareholders' meetings diligently and on time [2][4]. - Shareholders' meetings can be classified into annual and temporary meetings, with specific requirements for each type [4][5]. Group 2: Meeting Convening - The board must convene the shareholders' meeting within the stipulated timeframes, and independent directors can propose temporary meetings [6][7]. - Shareholders holding more than 10% of shares can request a temporary meeting, and the board must respond within 10 days [5][6]. - If the board fails to convene a meeting, the audit committee or shareholders can independently call for a meeting [6][10]. Group 3: Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting authority and be clearly defined [13][14]. - Shareholders holding at least 1% of shares can submit proposals 10 days before the meeting [14]. - Notifications for annual meetings must be sent 20 days in advance, while temporary meetings require 15 days' notice [15][16]. Group 4: Meeting Procedures - The meeting must be held at the company's registered location, and shareholders can attend in person or via proxy [10][11]. - Voting procedures must be clearly outlined in the meeting notification, including the timing for online voting [21][22]. - The meeting must maintain order, and any disruptions should be reported to the authorities [22][23]. Group 5: Voting and Resolutions - Shareholders can express their opinions on proposals as agree, disagree, or abstain [36]. - Voting results must be announced immediately after the meeting, detailing the number of shares represented [39]. - If a proposal is not approved, it must be highlighted in the meeting resolution announcement [40]. Group 6: Regulatory Measures - If the company fails to hold a meeting without justification, trading of its shares may be suspended [47]. - The company must correct any non-compliance with the rules as directed by regulatory authorities [48][49]. - Violations by directors or board secretaries can lead to disciplinary actions by regulatory bodies [49].
元利科技: 元利化学集团股份有限公司董事会战略委员会工作细则
Zheng Quan Zhi Xing· 2025-08-27 16:41
Core Points - The article outlines the establishment and operational guidelines of the Strategic Committee of Yuanli Chemical Group Co., Ltd. to enhance the company's core competitiveness and improve decision-making processes [1][2] - The Strategic Committee is responsible for researching and proposing suggestions on the company's long-term development strategy and major investment decisions [1][2] Group 1: General Provisions - The Strategic Committee is established to adapt to the strategic development needs of the company and to enhance its core competitiveness [1] - The committee operates under the regulations of the Company Law of the People's Republic of China and the company's articles of association [1] Group 2: Composition of the Committee - The Strategic Committee consists of five directors, including at least one independent director [2] - The chairman of the committee is the company's chairman, and the term of the committee aligns with that of the board of directors [2] Group 3: Responsibilities and Authority - The committee's main responsibilities include researching and proposing suggestions on the company's long-term development plans, operational goals, and major investment and financing proposals [3][4] - The committee is also tasked with tracking the implementation of these matters and other significant issues affecting the company's strategic development [3][4] Group 4: Decision-Making Procedures - The committee's daily operations are supported by departments responsible for strategic planning and investment management [3] - Proposals for committee review must be communicated to all members in advance, and meetings are scheduled with a five-day notice [3][4] Group 5: Meeting Rules - Meetings require the presence of at least two-thirds of the committee members to be valid, and decisions must be approved by a majority [5][6] - The committee can invite external professionals for advice if necessary, with costs covered by the company [5][6] Group 6: Supplementary Provisions - The guidelines take effect upon approval by the board of directors and will be revised in accordance with national laws and regulations if necessary [6][7] - The interpretation rights of these guidelines belong to the company's board of directors [6]
元利科技: 元利化学集团股份有限公司对外担保管理制度
Zheng Quan Zhi Xing· 2025-08-27 16:41
General Principles - The company establishes a management system for external guarantees to regulate its guarantee behavior, control risks, and ensure asset safety, based on relevant laws and regulations [1][2] - The system applies to the company and its wholly-owned, controlling subsidiaries, and companies under actual control [1] Guarantee Management Principles - The company must comply with laws and regulations, follow principles of equality, voluntariness, fairness, integrity, and mutual benefit, and obtain approval from the shareholders' meeting or board of directors for any external guarantees [2][3] - Guarantees provided to subsidiaries are treated as external guarantees, and the company can estimate future guarantee limits for subsidiaries based on their asset-liability ratios [2][3] Guarantee Review and Decision Authority - The board of directors must verify the credit status of the guaranteed party and ensure that guarantees are not provided without board or shareholder approval [4][5] - Specific thresholds for board approval include guarantees below 10% of the latest audited net assets and total guarantees below 50% of the latest audited net assets [5][6] Management and Information Disclosure of External Guarantees - Written guarantee contracts must be established after board or shareholder approval, detailing all necessary terms [7][8] - The company must continuously monitor the financial status of the guaranteed party and take necessary actions if the party's situation deteriorates [8][9] Legal Responsibilities - The board must take protective measures to recover losses from guarantees not repaid by controlling shareholders or related parties [9][10] - Any violations of guarantee regulations must be disclosed promptly, and corrective actions should be taken to minimize losses [9][10]
元利科技: 元利化学集团股份有限公司董事会薪酬与考核委员会工作细则
Zheng Quan Zhi Xing· 2025-08-27 16:41
General Overview - The document outlines the working rules of the Remuneration and Assessment Committee of Yuanli Chemical Group Co., Ltd, aimed at establishing a sound assessment and remuneration management system for directors and senior management [1][2]. Committee Structure - The Remuneration and Assessment Committee consists of three directors, with a majority being independent directors [4]. - The committee is chaired by an independent director elected by the board and has a term aligned with that of the board [6]. Responsibilities and Authority - The committee is responsible for formulating remuneration plans based on the responsibilities and importance of management positions, including performance evaluation standards and reward systems [3]. - It conducts annual performance evaluations of non-independent directors and senior management, supervises the execution of the remuneration system, and handles other matters authorized by the board [3][4]. Decision-Making Procedures - The committee's daily operations are supported by a working group that prepares necessary materials, including financial indicators and performance metrics [4][5]. - The evaluation process involves self-assessments from directors and senior management, followed by performance evaluations based on established standards [5]. Meeting Rules - Meetings require a two-thirds attendance of committee members and decisions are made by a majority vote [6]. - The committee can invite external advisors for professional opinions when necessary, with costs covered by the company [6][7]. Implementation and Amendments - The working rules take effect upon approval by the board and will be amended in accordance with national laws and company regulations if conflicts arise [7].
元利科技: 元利化学集团股份有限公司市值管理制度
Zheng Quan Zhi Xing· 2025-08-27 16:41
Core Viewpoint - The company establishes a market value management system to enhance investment value, improve investor returns, and protect investor interests, in compliance with relevant laws and regulations [1][2][3] Group 1: General Principles of Market Value Management - Market value management is defined as strategic management actions aimed at enhancing the investment value and shareholder return of the company [1] - The basic principles of market value management include compliance, systematic approach, scientific management, regularity, and integrity [2][3] Group 2: Responsibilities of the Board of Directors - The Board of Directors is responsible for formulating the overall market value management plan and ensuring that investor interests are considered in major decisions [4] - The Board must monitor market reflections of the company's value and take measures to ensure that the investment value accurately reflects the company's quality [4] Group 3: Key Management Approaches - The company will focus on improving operational efficiency and profitability, utilizing methods such as mergers and acquisitions, equity incentives, cash dividends, investor relations management, information disclosure, and share buybacks to enhance investment value [5][6] Group 4: Monitoring and Emergency Measures - The company will monitor key financial indicators and set reasonable warning thresholds to maintain market value [7] - In the event of significant stock price declines, the company will analyze causes, enhance communication with investors, and may implement share buyback plans to stabilize market confidence [7][8]
元利科技: 元利化学集团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 16:41
Core Points - The article outlines the establishment and operational guidelines of the Audit Committee of Yuanli Chemical Group Co., Ltd. to enhance the board's decision-making capabilities and internal control systems [2][3][4] Group 1: General Provisions - The Audit Committee is set up to ensure effective supervision of the management by the board and to improve the company's internal control capabilities [2] - The committee is responsible for reviewing financial information and disclosures, as well as overseeing the internal audit and external audit communications [2][4] Group 2: Composition of the Committee - The Audit Committee consists of three directors, with a majority being independent directors, and members should not hold senior management positions in the company [3] - The committee is chaired by a professional accountant among the independent directors, and its members serve a term aligned with the board [3][4] Group 3: Responsibilities and Authority - The committee supervises and evaluates internal audit work, guiding the establishment and implementation of internal audit systems [4] - It reviews the annual internal audit work plan and ensures the effective operation of the internal audit department [4][5] - The committee is responsible for reporting on the progress and quality of internal audits to the board [4][5] Group 4: Decision-Making Procedures - The committee organizes meetings to review relevant reports and materials, which are then submitted to the board for approval [5][6] - Meetings require the presence of at least two-thirds of the members to be valid, and decisions are made by a majority vote [6][7] Group 5: Confidentiality and Record-Keeping - Members of the committee are bound by confidentiality regarding the matters discussed in meetings [7] - Meeting records must be maintained for ten years, and the committee's decisions are reported in writing to the board [7][8]
元利科技: 元利化学集团股份有限公司董事会提名委员会工作细则
Zheng Quan Zhi Xing· 2025-08-27 16:41
Core Points - The article outlines the work rules of the Nomination Committee of Yuanli Chemical Group Co., Ltd, aimed at enhancing the scientific and democratic nature of the board election process and optimizing board composition [1][2] - The Nomination Committee is established as a specialized working body of the board, responsible for proposing candidates for directors and senior management [1][2] Group 1: General Provisions - The Nomination Committee is set up to regulate the selection of directors and senior management, ensuring compliance with relevant laws and the company's articles of association [1] - The committee consists of three directors, with a majority being independent directors [2] Group 2: Responsibilities and Authority - The main responsibilities of the Nomination Committee include recommending the size and composition of the board, establishing selection criteria for directors and senior management, and conducting candidate searches [2][3] - The committee is accountable to the board and must submit proposals for board review, with shareholders required to respect the committee's recommendations [2][3] Group 3: Decision-Making Procedures - The committee must actively communicate with relevant departments to assess the company's needs for new directors and senior management, and prepare written materials accordingly [3] - A thorough qualification review process for candidates is mandated, including the collection of detailed professional backgrounds [3][4] Group 4: Meeting Rules - Meetings of the Nomination Committee require a two-thirds attendance of members to be valid, and decisions must be approved by a majority [4] - The committee may invite other company officials to meetings and can hire external advisors for professional opinions if necessary [4][5] Group 5: Supplementary Provisions - The work rules take effect upon approval by the board and are subject to modification in accordance with national laws and regulations [5] - The interpretation rights of these rules belong to the board of directors [5]
元利科技: 2025年半年度报告
Zheng Quan Zhi Xing· 2025-08-27 16:31
Core Viewpoint - Yuanli Chemical Group Co., Ltd. reported a slight decrease in revenue but an increase in total profit and net profit attributable to shareholders for the first half of 2025, indicating stable operational performance despite market challenges [2][3]. Company Overview and Financial Indicators - The company operates in the fine chemical industry, focusing on the research, production, and sales of high-quality fine chemical products, including dimethyl dicarboxylate, fatty alcohols, and plasticizers [3][4]. - Key financial metrics for the first half of 2025 include: - Revenue: CNY 1,116 million, a decrease of 1.69% compared to the same period last year - Total profit: CNY 126 million, an increase of 1.88% - Net profit attributable to shareholders: CNY 107 million, an increase of 0.22% [2][3]. Business Operations - The company emphasizes technology-driven innovation and has established a comprehensive R&D platform, collaborating with renowned universities and research institutions [3][4]. - The operational model includes both domestic and international sales, with a focus on direct sales to end customers in foreign markets [3][4]. - The company has implemented a production model based on "orders + safety stock," allowing for flexibility in product offerings to meet customer demands [3][4]. Industry Context - The fine chemical industry is defined as a key sector for high-quality development, with policies promoting innovation and green transformation [3][4]. - The industry encompasses upstream raw materials, midstream fine chemical product manufacturing, and downstream applications, with a strong reliance on technological innovation [3][4]. Competitive Advantages - The company possesses several competitive advantages, including: - Environmental benefits from its products, which align with national low-carbon goals and consumer preferences for eco-friendly materials [6][7]. - A strong focus on technological innovation, leading to the development of high-value-added products and recognition as a national champion in manufacturing [7][8]. - A vertically integrated supply chain that enhances raw material supply stability and improves overall competitiveness [8][9]. Recent Developments - The company has completed the construction of a 35,000 tons/year hindered amine light stabilizer project, which is now in trial production [5][6]. - The company is actively pursuing green initiatives, including energy management systems and carbon reduction strategies, in line with national carbon neutrality goals [5][6].