Leshan Giantstar Farming&Husbandry (603477)
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巨星农牧: 乐山巨星农牧股份有限公司关于取消监事会并修订《公司章程》及相关制度的公告
Zheng Quan Zhi Xing· 2025-08-29 11:21
Core Viewpoint - Leshan Juxing Agricultural and Animal Husbandry Co., Ltd. has announced the cancellation of its supervisory board and the revision of its articles of association in accordance with the new Company Law effective from July 1, 2024, and related regulations [1][2][3]. Summary by Sections Cancellation of Supervisory Board - The company will no longer have a supervisory board, with its functions transferred to the audit committee of the board of directors [1][2]. - The relevant rules and regulations concerning the supervisory board will be abolished, and the articles of association will be revised accordingly [1][3]. Revision of Articles of Association - The articles of association will be amended to replace terms related to the supervisory board with those pertaining to the audit committee, ensuring consistency with the new governance structure [2][3]. - The revisions include numerous changes, such as the removal of references to the supervisory board and the introduction of new terms related to the audit committee [2][4]. Submission for Shareholder Approval - The cancellation of the supervisory board and the amendments to the articles of association will be submitted for approval at the company's second extraordinary general meeting of shareholders in 2025 [3]. - The board of directors will seek authorization from the shareholders to handle the registration and filing of these changes with the market supervision administration [3]. Related Governance System Revisions - A total of 22 governance systems will be revised to align with the new articles of association, with the first seven requiring shareholder approval [3][4]. - The revised governance systems have been disclosed on the Shanghai Stock Exchange website for investor review [4].
巨星农牧: 乐山巨星农牧股份有限公司重大经营与投资决策管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 11:21
Core Points - The document outlines the management system for major operational and investment decision-making at Leshan Giant Star Animal Husbandry Co., Ltd, aiming to ensure scientific, standardized, and transparent decision-making processes while safeguarding the interests of the company and its shareholders [3][4]. Group 1: General Principles - The management of major operational and investment decisions must comply with national laws and regulations, align with the company's development strategy, and emphasize the main business operations [3]. - The decision-making process should be rigorous, scientific, and effective in controlling risks [3]. Group 2: Decision Scope - Major operational and investment matters include significant contracts for purchase, sale, or service, asset purchases or sales, and external investments [4]. - The document specifies that certain transactions, such as daily operational contracts, are excluded from this definition [4]. Group 3: Decision Authority and Procedures - Approval authority for contracts varies based on the amount relative to the company's audited net assets, with different thresholds for the general manager, chairman, and board of directors [6][7]. - Specific thresholds for transactions requiring board and shareholder approval are outlined, including asset totals and profit impacts [7][8]. Group 4: Execution and Supervision - The document mandates that decisions approved by the board or shareholders must be implemented effectively, with designated departments responsible for execution and reporting [12]. - Financial oversight and internal audits are required to ensure compliance and assess the financial performance of investment projects [12][13]. Group 5: Legal Responsibilities - Individuals involved in decision-making who cause significant economic losses due to negligence or failure to adhere to the established procedures may face legal consequences [14][15]. - The document emphasizes accountability for providing false feasibility studies or financial evaluations related to investment projects [15]. Group 6: Miscellaneous Provisions - The document states that it will be revised in accordance with national laws and regulations if inconsistencies arise [16]. - The board of directors is responsible for interpreting and amending the management system [16].
巨星农牧: 乐山巨星农牧股份有限公司内幕信息知情人登记制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 11:21
Core Points - The document outlines the insider information management system of Leshan Giant Star Animal Husbandry Co., Ltd, aiming to regulate insider information handling and enhance confidentiality [1][2][4] - It defines insider information and the criteria for identifying insider information and insiders [2][3][4] - The document establishes confidentiality obligations for insiders and outlines penalties for violations [4][6][7] Group 1: Insider Information Definition and Scope - Insider information refers to non-public information that significantly impacts the company's operations, finances, or stock trading prices [2][3] - Examples of insider information include major changes in business strategy, significant investments, important contracts, and substantial losses [2][3] Group 2: Insider Identification - Insiders include company directors, senior management, shareholders holding over 5% of shares, and other personnel who can access insider information [3][4] - The document specifies that intermediaries involved in significant transactions must also maintain insider information records [8][10] Group 3: Confidentiality Obligations - Insiders are required to keep insider information confidential and are prohibited from trading company stock based on non-public information [4][5][6] - The company must limit the number of individuals aware of insider information and report any leaks or unusual stock price movements immediately [4][6][7] Group 4: Record-Keeping and Reporting - The company must maintain a registry of insiders and document the circumstances under which they accessed insider information [8][10][11] - Any insider information must be reported to the relevant regulatory bodies within five working days after public disclosure [11][12]
巨星农牧: 乐山巨星农牧股份有限公司信息披露管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 11:21
Core Points - The document outlines the information disclosure management system of Leshan Giant Star Animal Husbandry Co., Ltd, aiming to standardize disclosure practices and protect investors' rights [1][2] - The company is required to ensure timely, fair, and accurate disclosure of information that may significantly impact stock prices, adhering to relevant laws and regulations [2][3] Group 1: General Principles - The company must disclose information that could significantly affect stock trading prices and comply with regulatory requirements [1][2] - Information disclosure obligations extend to the company, its directors, senior management, shareholders, and other relevant parties [1][2] Group 2: Disclosure Standards - The company must ensure that disclosed information is truthful, accurate, complete, and easily understandable, avoiding any misleading statements or omissions [2][3] - Major information must be disclosed simultaneously to all investors to ensure equal access [2][3] Group 3: Types of Reports - The company is required to prepare and disclose various reports, including prospectuses, periodic reports, and temporary reports, in accordance with regulatory standards [3][4] - Annual reports must be audited by a qualified accounting firm and disclosed within four months after the fiscal year-end [4][5] Group 4: Temporary Reports - Temporary reports must be issued immediately for significant events that could impact stock prices, such as major legal issues, asset impairments, or changes in shareholder equity [5][6] - The company must disclose any major developments or changes related to previously disclosed significant events [7][8] Group 5: Information Management and Responsibilities - The board of directors and the board secretary are responsible for managing information disclosure, ensuring timely and accurate reporting [10][11] - Independent directors are tasked with supervising the implementation of the information disclosure management system [12][13] Group 6: Confidentiality and Insider Information - Individuals with access to insider information must maintain confidentiality and are prohibited from insider trading [39][40] - The company must take measures to prevent the leakage of undisclosed information and ensure that any necessary disclosures are made promptly when confidentiality cannot be maintained [20][21] Group 7: Compliance and Accountability - The company must regularly review its information disclosure practices and address any identified issues [11][12] - Violations of the disclosure management system may result in disciplinary actions against responsible individuals [60][61]
巨星农牧: 乐山巨星农牧股份有限公司关联交易管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 11:21
Core Points - The document outlines the management system for related party transactions of Leshan Giant Star Animal Husbandry Co., Ltd, ensuring fairness, justice, and transparency in transactions with related parties [2][3][4] Group 1: General Principles - The system is established to protect the legitimate rights and interests of the company and non-related shareholders, in accordance with relevant laws and regulations [2] - The board's audit committee is responsible for controlling and managing related party transactions [2] - Related party transactions must be documented in written agreements that adhere to principles of equality, voluntariness, equivalence, and compensation [2][3] Group 2: Identification of Related Parties and Transactions - Related parties include individuals or entities that directly or indirectly control the company or hold more than 5% of its shares [3][4] - Related transactions encompass various activities such as asset purchases, financial assistance, and guarantees [4][5][6] Group 3: Reporting and Decision-Making Procedures - Company directors and significant shareholders must report their related relationships to the company [6][7] - Related directors must abstain from voting on related transactions, and decisions require a majority of non-related directors [6][7][8] Group 4: Transaction Approval Requirements - Transactions exceeding 3 million RMB with related entities or 300,000 RMB with related individuals require board approval [8][9] - Transactions that significantly impact the company's net assets must be audited and submitted for shareholder approval [9][10] Group 5: Pricing and Fairness - Related party transaction pricing must be fair and based on market standards or reasonable costs plus profit [31][32] - The audit committee must evaluate the fairness of transaction pricing and provide recommendations [36][37]
巨星农牧: 乐山巨星农牧股份有限公司对外担保管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 11:21
Core Points - The document outlines the external guarantee management system of Leshan Juxing Agricultural and Animal Husbandry Co., Ltd, aiming to regulate external guarantee behaviors and control financial and operational risks [3][4] - The system specifies the responsibilities of the shareholders' meeting and the board of directors in decision-making regarding external guarantees [3][4] - The principles of prudence, equality, mutual benefit, voluntariness, and integrity are emphasized for external guarantees [4] Chapter Summaries Chapter 1: General Principles - The external guarantee refers to guarantees, mortgages, pledges, and other guarantee matters provided by the company for others, including guarantees for its subsidiaries [3] - Guarantees for the company's own debts are not applicable under this system [3] - The total amount of external guarantees includes those provided by the company and its subsidiaries [3] Chapter 2: Review and Approval of External Guarantees - The board of directors must thoroughly investigate the operational and credit status of the guaranteed party before approving any guarantee [5] - External guarantees must be approved by the board or shareholders' meeting, and guarantees for related parties require additional scrutiny [4][5] - Specific conditions under which the company cannot provide guarantees are outlined, including financial instability and legal disputes [6][7] Chapter 3: Execution and Risk Management of External Guarantees - The finance department is responsible for the daily management of external guarantees [15] - The company must monitor the financial status of the guaranteed party and take necessary actions if repayment issues arise [19][20] - Audits may be conducted to ensure compliance with the guarantee management system [23] Chapter 4: Responsibilities of Relevant Personnel - All directors must strictly review external guarantee matters according to the system and relevant laws [24] - Management personnel who exceed their authority in approving guarantees may face legal consequences [25] Chapter 5: Supplementary Provisions - The document will be revised in accordance with national laws and regulations if inconsistencies arise [27] - The board of directors is responsible for interpreting and revising the system [29]
巨星农牧: 乐山巨星农牧股份有限公司募集资金管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 11:21
乐山巨星农牧股份有限公司 募集资金管理制度 二〇二五年八月 目 录 第一章 总 则 第一条 为规范乐山巨星农牧股份有限公司(以下简称"公司")募集资金 的使用和管理,提高募集资金使用效率和效益,根据《中华人民共和国公司法》、 《中华人民共和国证券法》、 《上市公司证券发行注册管理办法》、 《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》等法律、法规、规范性文件及《乐山巨星农牧 股份有限公司章程》的规定和要求,结合公司实际情况,制定本制度。 第二条 本制度所称募集资金是指公司通过发行股票及其衍生品种,向投资 者募集并用于特定用途的资金。 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。 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、协助或纵容上市公司擅自或变相改变募集 资金用途。 第四条 募集资金投资项目(以下称"募投项目")通过公司的子公司或公 司控制的其他企业实施的,公司子 ...
巨星农牧: 乐山巨星农牧股份有限公司内部审计制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 11:21
乐山巨星农牧股份有限公司 内部审计制度 二〇二五年八月 目 录 《中华人民共和国证券法》、 《中华人民共和国审计法》和《审计署关于内部审计工作的规定》,结合公司的 实际情况,制定本制度。 第二条 本制度所称内部审计,是指由公司内部机构或人员,对公司内部控 制和风险管理的有效性、财务信息的真实性和完整性以及经营活动的效率和效果 等开展的一种评价活动。 第三条 本制度所称内部控制,是指公司董事会、董事会审计委员会、高级 管理人员及其他有关人员为实现下列目标而提供合理保证的过程: (一)遵守国家法律、法规、规章及其他相关规定; (二)提高公司经营的效率和效果; (三)保障公司资产的安全; (四)确保公司信息披露的真实、准确、完整和公平。 第二章 一般规定 第一章 总 则 第一条 为了规范乐山巨星农牧股份有限公司(下称"公司")内部监督和 风险控制,保障公司财务管理、会计核算和生产经营符合国家各项法律法规要求, 维护股东的合法权益,根据《中华人民共和国公司法》、 第五条 公司设立内部审计部门,对公司财务信息的真实性和完整性、内部 控制制度的建立和实施等情况进行检查监督。内部审计部门对审计委员会负责, 向审计委员会报告 ...
巨星农牧: 乐山巨星农牧股份有限公司董事会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 11:21
Core Points - The document outlines the rules governing the board of directors of Leshan Juxing Agricultural and Animal Husbandry Co., Ltd, aiming to clarify responsibilities, decision-making processes, and enhance operational efficiency [3][4][33] - The board consists of 9 directors, including 3 independent directors, and has the authority to establish specialized committees such as strategy, audit, nomination, and remuneration committees [3][4][12] - The board is responsible for convening shareholder meetings, executing shareholder resolutions, and making key decisions regarding the company's operational plans, investment proposals, and financial management [3][4][5] Chapter Summaries Chapter 1: General Principles - The rules are established to ensure the board operates effectively and in compliance with relevant laws and regulations [3][4] Chapter 2: Composition and Powers of the Board - The board is accountable to the shareholders and is composed of 9 directors, with specific committees established for strategic, audit, nomination, and remuneration purposes [3][4][12] - The board has the authority to make significant decisions regarding company operations, including financial management and major transactions [3][4][5] Chapter 3: Chairman of the Board - The chairman is responsible for presiding over meetings and ensuring the execution of board resolutions [6][7] Chapter 4: Board Organization - The board has a secretary responsible for managing meetings, documentation, and information disclosure [8][9] - Specialized committees are established to handle specific tasks and report back to the board [12][13] Chapter 5: Board Proposals - Directors and the general manager can propose items for board meetings, which must meet specific criteria [18][19] Chapter 6: Board Meeting Convening - The board must hold at least two meetings annually, with provisions for special meetings upon request from shareholders or directors [20][21] Chapter 7: Meeting Notifications - Notifications for meetings must be sent in advance, detailing the agenda and requirements for attendance [41][42] Chapter 8: Meeting Procedures and Voting - Meetings require a quorum of directors to proceed, and voting procedures are outlined to ensure transparency and accountability [46][47] Chapter 9: Meeting Records - Detailed records of meetings must be maintained, including attendance, discussions, and voting outcomes [63][64] Chapter 10: Execution of Resolutions - The chairman is tasked with ensuring that board resolutions are implemented and reported back to the board [69][70] Chapter 11: Supplementary Provisions - The rules are subject to amendments and must align with national laws and regulations [73][74]
巨星农牧: 乐山巨星农牧股份有限公司股东会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 11:21
Core Points - The document outlines the rules for the shareholders' meeting of Leshan Giant Star Animal Husbandry Co., Ltd, aiming to ensure standardized operations, improve decision-making efficiency, and protect shareholders' rights [2][3][4] Group 1: General Provisions - The rules are established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [3][4] - The shareholders' meeting is the company's authority body, responsible for electing directors, approving reports, and making decisions on profit distribution and capital changes [4][5] Group 2: Shareholders' Meeting Authority - The shareholders' meeting has the authority to approve significant matters such as capital increases, bond issuance, mergers, and amendments to the company charter [4][5][6] - Specific external guarantees require approval from the shareholders' meeting if they exceed certain thresholds related to the company's audited net assets [5][6] Group 3: Meeting Types and Procedures - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year, with temporary meetings called under specific circumstances [6][7] - The meeting can be held at the company's registered address or other specified locations, and modern technology may be used to facilitate participation [6][7] Group 4: Proposals and Notifications - Proposals for the meeting must be within the authority of the shareholders' meeting and submitted in a timely manner [10][11] - Notifications for the annual meeting must be sent at least 20 days in advance, while notifications for temporary meetings must be sent at least 15 days in advance [11][12] Group 5: Voting and Resolutions - Resolutions can be classified as ordinary or special, with different voting thresholds required for approval [42][43] - The voting process must ensure transparency, with results announced immediately after voting concludes [51][52] Group 6: Record Keeping and Compliance - Meeting records must be maintained for ten years, including details of attendees, proposals, and voting results [40][41] - Any violations of the rules can lead to legal challenges, and the company must comply with court rulings regarding shareholder resolutions [57][58]