QA(603758)
Search documents
秦安股份: 秦安股份董事、高级管理人员薪酬管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-22 16:28
Core Points - The article outlines the compensation management system for directors and senior management at Chongqing Qin'an Electromechanical Co., Ltd, aiming to establish an effective incentive and restraint mechanism to enhance management efficiency [1][2]. Summary by Sections Chapter 1: General Principles - The compensation management system is designed to motivate directors and senior management, aligning with the company's operational efficiency and legal regulations [1]. - The system applies to directors (including independent directors) and senior management, such as the general manager and financial director [1]. Chapter 2: Compensation Management Organization - The Compensation and Assessment Committee of the Board is responsible for evaluating and managing the compensation standards for directors and senior management [2]. Chapter 3: Compensation Standards - Directors in management positions will not receive additional director remuneration, with non-independent directors capped at RMB 3.6 million annually [3]. - Independent directors receive an annual allowance of RMB 120,000 [3]. - Senior management compensation consists of a base salary and performance-based pay, evaluated monthly and annually [3]. Chapter 4: Compensation Distribution - Compensation and allowances for directors and senior management are distributed according to the company's compensation management system [4]. - The Compensation and Assessment Committee conducts annual performance evaluations to confirm compensation based on various performance metrics [4]. Chapter 5: Compensation Adjustment - The Compensation and Assessment Committee can propose adjustments to compensation standards in response to significant changes in the operating environment or external conditions [5]. Chapter 6: Supplementary Provisions - The compensation system does not include stock incentives or other special bonuses unless specified [5]. - The system will adhere to national laws and regulations, and any conflicts will be resolved in favor of legal provisions [5].
秦安股份: 秦安股份证券投资及衍生品交易管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-22 16:28
Core Points - The document outlines the securities investment and derivative trading management system of Chongqing Qin'an M&E PLC, aiming to regulate investment behaviors, mitigate risks, and protect the interests of investors and the company [3][4][5]. Summary by Sections General Principles - The system is established based on relevant laws and regulations, including the Securities Law of the People's Republic of China and the Shanghai Stock Exchange Listing Rules [3]. - Securities investment includes activities such as new stock subscriptions, stock repurchases, and bond investments, while derivatives refer to financial instruments like forwards, futures, swaps, and options [4]. Decision-Making Authority - The Board of Directors and the Shareholders' Meeting are the decision-making bodies for securities investment and derivative trading [5]. - Investments exceeding 10% of the latest audited net assets and over 10 million RMB require Board approval, while those exceeding 50% and 50 million RMB need Shareholder approval [6]. Management of Investments - The Chairman of the Board is authorized to sign relevant agreements and contracts within the scope of the Board's or Shareholders' authorization [7]. - The Finance Department is responsible for managing funds related to securities investments and derivative trading [8]. Information Disclosure - The company must disclose information regarding securities investments and derivative trading in accordance with regulations from the China Securities Regulatory Commission and the Shanghai Stock Exchange [10]. - Significant losses or changes in investment conditions must be reported promptly to the Board [10][11]. Other Provisions - The system applies to the company and its wholly-owned or controlled subsidiaries, prohibiting subsidiaries from engaging in securities investments without prior approval [13][14]. - The document emphasizes confidentiality obligations for insiders regarding undisclosed information [13].
秦安股份: 秦安股份套期保值业务管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-22 16:28
Core Points - The article outlines the hedging management system of Chongqing Qin'an M&E PLC, aimed at regulating hedging activities, mitigating trading risks, and leveraging the functions of futures and derivatives markets [2][3][4]. Summary by Sections General Principles - The company establishes this system to standardize hedging transactions and prevent trading risks, in accordance with relevant laws and regulations [2]. - The system applies to the company and its subsidiaries, including wholly-owned and controlled subsidiaries [2]. - The hedging activities are limited to products, raw materials, and foreign exchange related to the company's operations, aiming to reduce the impact of price fluctuations on business results [2]. Approval Authority - The hedging business must be approved by the company's board of directors or shareholders [3]. - A feasibility analysis report must be prepared and submitted for board review, especially for significant transactions exceeding 50% of the latest audited net profit or 5 million RMB [3][4]. Organizational Structure and Responsibilities - A hedging leadership group is established, led by the chairman, with members from various departments responsible for managing hedging activities [5]. - Each department has specific responsibilities, including providing sales and procurement plans, maintaining trading accounts, and monitoring risks [5][6]. Business Management - The hedging process includes planning, funding allocation, risk management, and evaluation of effectiveness [7][8]. - The procurement department is responsible for drafting the annual hedging plan and ensuring compliance with the approved budget and strategies [9]. Reporting System - The procurement department must report the execution status of the hedging plan weekly and monthly, comparing actual activities with the annual plan [10]. - The finance department is responsible for reporting the previous month's hedging fund usage and effectiveness evaluation by the 2nd of each month [10]. Risk Management - The company must assess potential risks before engaging in hedging activities and implement effective risk control measures [11]. - Daily monitoring of hedging accounts is required to ensure timely reflection of gains and losses in financial reports [11][12]. Archive Management - The company is required to retain all original transaction and settlement documents related to hedging for at least 10 years [13]. Confidentiality - Personnel involved in hedging must adhere to confidentiality protocols regarding the company's hedging plans and financial statuses [14]. Information Disclosure - The company must comply with disclosure obligations as per regulations, especially when losses exceed 10% of the latest audited net profit [16].
秦安股份: 秦安股份信息披露暂缓与豁免管理制度
Zheng Quan Zhi Xing· 2025-08-22 16:28
Core Points - The document outlines the management system for the deferral and exemption of information disclosure for Chongqing Qin'an Electromechanical Co., Ltd. and other obligated parties, ensuring compliance with legal requirements and protecting investors' rights [1][6] - The system specifies the conditions under which information can be deferred or exempted from disclosure, particularly concerning state secrets and commercial secrets [2][3] Group 1: General Provisions - The purpose of the system is to regulate the deferral and exemption of information disclosure, ensuring compliance with relevant laws and protecting investors' rights [1] - The system applies to both regular and temporary reports where disclosure is deferred or exempted as per the requirements of the China Securities Regulatory Commission and the Shanghai Stock Exchange [1] Group 2: Scope of Deferral and Exemption - Information can be exempted from disclosure if it involves state secrets or other matters that may violate confidentiality regulations [2] - Commercial secrets can be deferred or exempted from disclosure if they meet specific criteria, such as potential harm from disclosure or infringement of others' commercial secrets [2][3] Group 3: Internal Management Procedures - The board of directors is responsible for the management of deferral and exemption of information disclosure, with the board secretary coordinating the specific tasks [3][4] - Departments and subsidiaries can apply for deferral or exemption by submitting a request to the board office, which will review and determine the appropriateness of the request [4] Group 4: Documentation and Record-Keeping - The company must maintain records of all deferrals and exemptions, including the type of information, the reason for deferral, and the internal review process [4][5] - If information is deferred due to commercial secrets, additional documentation is required, including the impact of disclosure and a list of insiders [5] Group 5: Compliance and Enforcement - The company must ensure that all disclosures are truthful, accurate, complete, timely, and fair, and must not misuse the deferral or exemption provisions to evade disclosure obligations [5] - The system will be effective upon approval by the board of directors and will be subject to interpretation and revision by the board [6]
秦安股份: 秦安股份定期报告信息披露重大差错责任追究制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-22 16:28
Core Viewpoint - The company has established a responsibility accountability system to enhance the quality and transparency of its periodic report disclosures, ensuring compliance with relevant laws and regulations [3][4][5]. Group 1: General Principles - The system aims to improve the company's operational standards and reinforce the accountability of personnel involved in periodic report disclosures [3][4]. - It applies to various stakeholders, including directors, senior management, and relevant department heads [4]. Group 2: Accountability Situations and Considerations - Responsibility accountability refers to the consequences faced by personnel for failing to perform their duties correctly, leading to significant errors in periodic report disclosures [6]. - Major errors in periodic report disclosures include significant accounting errors, omissions, and discrepancies in financial data [5][6]. Group 3: Standards for Major Errors - Major accounting errors are defined by specific thresholds, such as errors affecting over 5% of audited total assets or net profit exceeding 500,000 [8]. - Other significant errors include failure to disclose major accounting policy changes or significant lawsuits affecting over 10% of the company's net assets [7][8]. Group 4: Responsibility Pursuit for Major Errors - The company must disclose the reasons and impacts of any major errors in periodic reports, along with the measures taken against responsible individuals [9][10]. - The board of directors is responsible for investigating and determining accountability for significant errors in disclosures [12]. Group 5: Forms and Types of Accountability - Accountability can take various forms, including administrative penalties such as warnings, demotions, or termination, and economic penalties like fines or salary reductions [20][21]. - The board can decide on the severity of penalties based on the circumstances surrounding the error [22][23].
秦安股份: 秦安股份内幕信息知情人登记管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-22 16:28
(一)公司的经营方针和经营范围的重大变化; (二)公司的重大投资行为,公司在一年内购买、出售重大资产超过公司资 产总额百分之三十,或者公司营业用主要资产的抵押、质押、出售或者报废一次 超过该资产的百分之三十; 重庆秦安机电股份有限公司 内幕信息知情人登记 管理制度 目 录 第一章 总则 第一条 为规范重庆秦安机电股份有限公司(以下简称"本公司"或"公司") 的内幕信息管理行为,加强内幕信息保密工作,维护信息披露的公平原则,根据 《中华人民共和国公司法》、《中华人民共和国证券法》、《上市公司信息披露 管理办法》、《上海证券交易所股票上市规则》、《上市公司监管指引第 5 号 ——上市公司内幕信息知情人登记管理制度》等有关法律、法规、规范性文件和 《重庆秦安机电股份有限公司章程》("《公司章程》")等有关规定,结合公 司实际情况,制定本制度。 第二条 本制度适用于本公司、全资子公司、控股子公司及本公司能够实施 重大影响的参股公司。 第二章 内幕信息与内幕信息知情人的定义及范围 第三条 本制度所指内幕信息是指《证券法》所规定的,涉及公司的经营、 财务或者对公司证券及其衍生品种交易的市场价格有重大影响的尚未公开的信 息 ...
秦安股份: 秦安股份对外信息报送和使用管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-22 16:28
Core Points - The article outlines the information disclosure management system of Chongqing Qin'an Electromechanical Co., Ltd, emphasizing the importance of fair information disclosure and the prevention of insider trading [1][2] - The system applies to all departments, subsidiaries, and relevant personnel within the company, ensuring that any information that could impact stock trading is managed appropriately [1][2] - Specific types of undisclosed information that must be protected include financial reports, dividend distribution plans, major investments, and significant legal matters [1][2] Group 1 - The company prohibits any department or individual from disclosing confidential information without board approval [2] - Directors and senior management are required to adhere to legal disclosure requirements and maintain confidentiality before public announcements [2][3] - The company must not provide any undisclosed significant information to external parties before the legal disclosure of such information [3][4] Group 2 - A formal process is established for reporting undisclosed significant information, including the completion of approval forms and confidentiality agreements [4][5] - External parties receiving undisclosed information must be informed of their confidentiality obligations and are required to sign a confidentiality commitment [5][6] - The company retains the right to pursue legal action against external parties who misuse undisclosed information, including seeking compensation for economic losses [6][9] Group 3 - The system is governed by relevant laws and regulations, ensuring compliance with the Company Law and Securities Law of the People's Republic of China [7] - The management system becomes effective upon approval by the company's board of directors and is subject to revision as necessary [7][8] - The company maintains records of external parties who receive confidential information for accountability and compliance purposes [9][10]
秦安股份: 秦安股份对外捐赠管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-22 16:28
重 庆 秦 安 机 电 股 份 有 限 公 司 Chongqing Qin'an M&E PLC. 重庆秦安机电股份有限公司 对外捐赠管理制度 重 庆 秦 安 机 电 股 份 有 限 公 司 Chongqing Qin'an M&E PLC. 目 录 第 1 页/共 4 页 第四条 公司对外捐赠有权要求受赠人尊重并落实公司的正当捐赠意愿, 符合公益目的,受赠人不得将捐赠财产挪作他用。公司董事、高级管理人员或其 他职工均不得将公司财产以个人名义对外捐赠。 第五条 公司应当在力所能及的范围内,积极参加社会公益活动。公司已 经发生亏损或者由于对外捐赠将导致亏损或者影响公司正常生产经营的,不得对 外捐赠,但按照《公司章程》及有关议事规则审议决定并已经向社会公众或者受 赠对象承诺的捐赠的除外。 第六条 公司捐赠应当遵守法律、法规,不得违背社会公德,不得损害公 共利益和其他公民的合法权益。 第三章 对外捐赠的类型和对象 第七条 公司可以向以下公益事业进行捐赠: 重 庆 秦 安 机 电 股 份 有 限 公 司 Chongqing Qin'an M&E PLC. 第一章 总 则 第一条 为规范重庆秦安机电股份有限公司(以下简 ...
秦安股份: 秦安股份第五届董事会第十五次会议决议公告
Zheng Quan Zhi Xing· 2025-08-22 16:24
重庆秦安机电股份有限公司(以下简称"公司"、"秦安股份")第五届董事 会第十五次会议于 2025 年 8 月 22 日以现场结合通讯表决方式在公司召开。本次 董事会会议通知及议案已于 2025 年 8 月 12 日以电子邮件的方式发出。本次会议 应当出席的董事人数 9 人,实际出席会议的董事人数 9 人(其中:以通讯表决方 式出席会议的董事人数 3 人),会议由董事长 YUANMING TANG 先生主持。会议召 开符合《中华人民共和国公司法》及《公司章程》等法律法规及公司制度的规定, 所作决议合法有效。 二、董事会会议审议情况 证券代码:603758 证券简称:秦安股份 公告编号:2025-026 重庆秦安机电股份有限公司 第五届董事会第十五次会议决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏,并对其内容的真实性、准确性和完整性承担法律责任。 一、董事会会议召开情况 经全体与会董事审议,本次会议通过如下决议: (一)审议通过《关于公司 2025 年半年度报告(全文及摘要)的议案》 具体内容详见公司同日于上海证券交易所网站(www.sse.com.cn)及指定媒 体 ...
秦安股份上半年主业稳健发展 战略布局多维突破
Zheng Quan Shi Bao Wang· 2025-08-22 13:25
Group 1 - The core viewpoint of the articles highlights Qin'an Co., Ltd.'s financial performance and strategic developments in the first half of 2025, showcasing a decline in revenue but an increase in net profit and earnings per share [1][2] - In the first half of 2025, the company achieved an operating income of 675 million yuan, a year-on-year decrease of 13.18%, while the net profit attributable to shareholders reached 80.39 million yuan, a year-on-year increase of 29.97% [1] - The company reported total assets of 2.809 billion yuan and a debt-to-asset ratio of 11.41%, indicating a strong financial position with a cash ratio of 339.85% [1] Group 2 - The company has optimized its customer structure and product matrix, securing multiple project orders from key clients such as Changan Ford and Ideal Auto [1] - Qin'an Co., Ltd. has made significant progress in its global layout, successfully completing sample delivery and mass production for the North American Ford engine block project [1] - In the new energy sector, the subsidiary Meifeng Qin'an is advancing the development of hybrid drive systems and has completed the development of key components [2] Group 3 - The company is actively pursuing mergers and acquisitions to create a second growth curve, including the acquisition of 99% of Anhui Yigao Optoelectronics Technology [2] - The acquired company specializes in high-end vacuum coating technology, which is already applied in leading domestic consumer electronics brands [2] - The company is also investing in the sensor sector, aiming to establish a third growth curve through investments in flexible tactile sensor technology [2][3]