Anzheng Fashion(603839)
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安正时尚: 安正时尚集团股份有限公司关于控股子公司为其全资子公司提供担保的公告
Zheng Quan Zhi Xing· 2025-08-27 16:40
Summary of Key Points Core Viewpoint - The announcement details that Anzheng Fashion Group Co., Ltd. is providing a guarantee for its wholly-owned subsidiary, Li Le (Hong Kong) E-commerce Co., Ltd., to secure a financing credit limit of up to 8 million USD from BNEXT (HONG KONG) COMPANY LIMITED for operational needs [1][2]. Group 1: Guarantee Details - The guarantee amount is capped at 8 million USD, and there are no fees or counter-guarantees required for this arrangement [1][2]. - The total external guarantee amount, including this guarantee, is 196.95 million RMB, which represents 10.58% of the company's most recent audited net assets [4]. Group 2: Subsidiary Information - Li Le (Hong Kong) E-commerce Co., Ltd. is a wholly-owned subsidiary of Shanghai Lishang Information Technology Co., Ltd., which is a controlling subsidiary of Anzheng Fashion [3]. - The subsidiary was established on February 12, 2014, with a registered capital of 10,000 HKD and operates in the wholesale and retail of various consumer goods [3]. Group 3: Financial Overview - As of the first half of 2025, the total assets of Li Le (Hong Kong) E-commerce Co., Ltd. amounted to 440.73 million RMB, with total liabilities of 206.42 million RMB, resulting in net assets of 234.31 million RMB [3]. - The company's revenue for the first half of 2025 was 382.49 million RMB, with a net profit of 12.35 million RMB [3]. Group 4: Board Approval - The guarantee has been approved by the board of directors of Li Shang Information Technology Co., Ltd., and does not require further approval from the company's board or shareholders [2][4]. Group 5: Risk Assessment - The company maintains absolute control over the subsidiary, allowing it to monitor its credit status effectively, and the risks associated with this guarantee are considered manageable [2][4].
安正时尚: 安正时尚集团股份有限公司会计师事务所选聘制度
Zheng Quan Zhi Xing· 2025-08-27 16:40
第二条 公司选聘对财务会计报告发表审计意见、出具审计报告的会计师事务 所,应当遵照本制度规定。公司聘任会计师事务所从事除财务会计报告审计之外的 其他法定审计业务的,可以比照本制度执行。 第三条 公司选聘会计师事务所应经董事会审计委员会审议同意后,报经董事 会、股东会审议。会计师事务所的审计费用由股东会决定。公司不得在股东会决定 前聘请会计师事务所开展审计业务。 第四条 公司控股股东及实际控制人不得在公司董事会、股东会审议前,向公 司指定会计师事务所,不得干预公司董事会审计委员会独立履行审核职责。 第二章 会计师事务所执业质量要求 第五条 公司选聘的会计师事务所应当为符合《证券法》规定的会计师事务所, 具有良好的执业质量记录,并满足下列条件: (一)依法设立,具有独立的法人资格,具备国家行业主管部门和中国证券监 督管理委员会(以下简称"中国证监会")规定的相关执业资格; 安正时尚集团股份有限公司 会计师事务所选聘制度 第一章 总则 第一条 为规范安正时尚集团股份有限公司(以下简称"公司")选聘(含续 聘、改聘,下同)会计师事务所的行为,切实维护股东利益,提高财务信息质量, 保证财务信息的真实性和连续性,支持会计 ...
安正时尚: 安正时尚集团股份有限公司董事、高级管理人员管理制度
Zheng Quan Zhi Xing· 2025-08-27 16:40
General Principles - The company aims to establish a scientific and effective incentive and restraint mechanism for the remuneration and resignation management of directors and senior management to ensure stable operations and protect shareholder rights [1] - The applicable personnel include directors, the president, vice presidents, board secretary, and financial director, with similar remuneration and resignation matters for the directors and senior management of controlling subsidiaries [1] Compensation Management Principles of Compensation Management - The compensation system follows principles of fairness, alignment of responsibilities and rights, combination of short-term and long-term incentives, and a balance of incentives and constraints [2] - Directors who also serve as senior management will have their compensation determined based on their specific roles without additional director allowances [2] Management Structure for Compensation - The board of directors has a nomination and compensation assessment committee responsible for setting compensation standards and reviewing the performance of directors and senior management [2] - The human resources and finance departments assist the committee in formulating and implementing compensation plans [2] Composition of Compensation - Independent directors receive a fixed allowance annually, while non-independent directors' compensation is determined based on their specific roles and contributions [3] - Senior management's compensation consists of a base salary and performance bonuses, with the latter linked to annual performance results [3] Payment of Compensation - Independent directors' allowances are paid annually, while non-independent directors and senior management receive monthly base salaries and performance bonuses based on annual assessments [4][6] Adjustment of Compensation - The compensation system should adapt to the company's operational strategy and conditions, with adjustments based on industry salary increases, inflation, company profitability, and strategic changes [7] - The compensation committee can propose revisions to the compensation system based on significant changes in the aforementioned factors [7] Resignation Management Resignation Procedures - Directors and senior management can resign before their term ends by submitting a written resignation report, which takes effect upon receipt by the company [8] - The company must complete the election of new directors within 60 days of a resignation [9] Rights and Obligations After Resignation - Resigning directors and senior management must ensure proper handover of responsibilities and continue to fulfill any public commitments made during their tenure [10][11] - They are also required to maintain confidentiality regarding the company's trade secrets even after leaving [11] Compliance and Cooperation - Resigned personnel must cooperate with the company in follow-up investigations of significant matters during their tenure and fulfill any outstanding obligations [11][12]
安正时尚: 安正时尚集团股份有限公司舆情管理制度
Zheng Quan Zhi Xing· 2025-08-27 16:40
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 and reputation [1][2]. Group 1: General Principles - The public opinion management system aims to improve the company's response capabilities and protect investors' rights [1]. - Public opinion includes negative media reports, rumors, and information that may affect investor sentiment and stock price [1]. - The overall principle of public opinion response is to scientifically address issues, highlight guidance, and focus on effectiveness [1]. Group 2: Organizational Structure and Responsibilities - The company has formed a public opinion handling leadership group, led by the chairman, to oversee the management of public opinion [2]. - The leadership group is responsible for decision-making regarding the initiation and termination of public opinion handling efforts [2]. - The board office is tasked with collecting and analyzing public opinion information, monitoring stock price fluctuations, and reporting to the board secretary [2]. Group 3: Handling Principles and Measures - Public opinion information is categorized into major and general public opinions, with major public opinions having a broader impact on the company's image and operations [3]. - The company must maintain sensitivity to public opinion, respond quickly, and coordinate external communication during crises [3][4]. - The reporting process for public opinion information involves immediate notification to the board secretary and appropriate escalation based on the severity of the situation [4][5]. Group 4: Accountability and Legal Considerations - Internal departments and personnel have confidentiality obligations regarding public opinion information, with violations potentially leading to disciplinary actions [5][6]. - The company reserves the right to pursue legal action against media entities that disseminate false or misleading information that harms its reputation [6]. Group 5: Implementation and Amendments - The public opinion management system will be executed in accordance with national laws and regulations, with the board responsible for any necessary amendments [7].
安正时尚: 安正时尚集团股份有限公司提名与薪酬考核委员会工作制度
Zheng Quan Zhi Xing· 2025-08-27 16:40
安正时尚集团股份有限公司 第一条 为进一步建立和完善安正时尚集团股份有限公司(以下简称"公 司")法人治理结构,增强董事会选举和员工薪酬考核制度的科学性、民主性, 优化董事会的组成人员结构,使董事会规范、高效地开展工作,公司董事会根据 《中华人民共和国公司法》(以下简称《公司法》)、《上市公司治理准则》《安正 时尚集团股份有限公司章程》 (以下简称《公司章程》)等有关法律、法规和规范 性文件的有关规定,特决定设立安正时尚集团股份有限公司董事会提名与薪酬考 核委员会(以下简称"委员会"),并制订本工作制度。 第六条 委员会设主任委员一名,由独立董事担任,负责主持委员会工作。 主任委员由董事会在委员中选举产生。 第七条 委员会主任委员(召集人)负责召集和主持委员会会议,当委员会 召集人不能或无法履行职责时,由其指定一名其他委员代行其职责;委员会召集 人既不履行职责,也不指定其他委员代行其职责时,任何一名委员均可将有关情 况向公司董事会报告,由公司董事会指定一名委员履行委员会召集人职责。 董事会提名与薪酬考核委员会工作制度 第一章 总则 第二条 委员会所作决议,必须遵守《公司章程》、本工作制度及其他有关 法律、法规 ...
安正时尚: 安正时尚集团股份有限公司战略委员会工作制度
Zheng Quan Zhi Xing· 2025-08-27 16:40
General Overview - The establishment of the Strategic Committee aims to enhance the company's core competitiveness and improve decision-making processes for major investments [1][3] - The committee operates independently and is responsible for long-term strategic planning and significant investment decisions [1][3] Committee Composition - The committee consists of at least three directors, including at least one independent director [2] - The committee chair is elected by the board and is responsible for convening meetings [2] Responsibilities and Authority - The committee's primary responsibilities include researching and proposing suggestions for the company's long-term strategic planning and major investment decisions [3] - It is authorized to review significant matters such as external investments, asset acquisitions, and financing plans [3] Meeting Procedures - The committee must hold at least one regular meeting each fiscal year, with provisions for special meetings as needed [4] - Meeting notifications must be sent at least three days in advance, detailing the agenda and other relevant information [4][5] Voting and Decision-Making - A quorum of two-thirds of committee members is required to hold a meeting, and decisions must be approved by a majority of those present [6][8] - Voting can be conducted through various methods, including in-person and electronic means [8] Record Keeping - Meeting minutes must be recorded and maintained for a minimum of ten years, including details of decisions made and voting outcomes [9][10]
安正时尚: 安正时尚集团股份有限公司融资管理制度
Zheng Quan Zhi Xing· 2025-08-27 16:40
Core Viewpoint - The financing management system of Anzheng Fashion Group Co., Ltd. aims to strengthen financing management, standardize financing behavior, reduce financing costs, and effectively prevent financial management risks [1][2]. Group 1: General Principles - The financing includes both equity financing and debt financing, with equity financing increasing equity capital and debt financing increasing liabilities [1]. - The company must draft financing plans based on financing goals and annual budgets, clearly defining the purpose, scale, structure, and methods of financing [1]. - Financing activities should align with the company's medium to long-term strategic development plan, balancing long-term and current interests, and considering the impact on capital structure and debt repayment capability [2]. Group 2: Decision-Making and Implementation - The company’s president, board of directors, and shareholders' meeting have decision-making authority over financing matters within their respective scopes [2]. - A written financing plan must detail the financing amount, reasons, methods, and uses of funds, as well as any guarantees provided [2][3]. - The approval process for loans or financing leases involves the finance management department's application, financial director's approval, and adherence to approval procedures [2][3]. Group 3: Approval Authority - The approval authority for financing applications varies based on the amount, with specific thresholds for board and shareholders' meeting approvals [2][3]. - The financing approval authority can be adjusted as needed based on business development, requiring application and approval [3]. Group 4: Fund Management and Usage - The company must use funds strictly according to the approved financing plan, prohibiting unauthorized changes to fund usage [4]. - Debt repayment management is crucial, with arrangements for timely payment of principal and interest based on financing agreements [5]. Group 5: Supervision and Accountability - The audit department is responsible for internal control supervision of financing activities, conducting regular audits to ensure compliance with the financing management system [6]. - Any violations or failures in duty by relevant personnel may result in economic penalties or administrative sanctions, and those causing damage to the company may be liable for compensation [7]. Group 6: Miscellaneous Provisions - Any matters not covered by this system will follow national laws and regulations, and the system will take effect upon approval by the board of directors [9].
安正时尚: 安正时尚集团股份有限公司董事和高级管理人员所持本公司股份及其变动管理制度
Zheng Quan Zhi Xing· 2025-08-27 16:40
Core Viewpoint - The document outlines the management system for the shares held by directors and senior management of Anzheng Fashion Group Co., Ltd, emphasizing compliance with relevant laws and regulations regarding share transfers and disclosures [1][2]. Summary by Sections Management of Shareholdings - The company establishes a system to manage the shares held by its directors and senior management, in accordance with the Company Law, Securities Law, and other relevant regulations [1]. - Directors and senior management must adhere to restrictions on share transfers as stipulated by laws and regulations [2]. Transfer Restrictions - Share transfers by directors and senior management are prohibited under certain conditions, including within one year of the company's stock listing and within six months after leaving the company [2]. - Additional restrictions apply if the company is under investigation for securities violations or if the individual is subject to legal penalties [2]. Transfer Limits - Directors and senior management can transfer a maximum of 25% of their total shareholdings each year, with exceptions for certain circumstances such as judicial enforcement or inheritance [3]. - If the number of shares held is less than 1,000, they may transfer all shares at once without being subject to the 25% limit [3]. New Share Issuance and Incentives - New shares acquired through public or private issuance, equity incentive plans, or other means can be transferred up to 25% in the year they are acquired, with limited conditions applying to shares with restrictions [4][5]. Disclosure Requirements - Directors and senior management must report shareholding changes within two trading days, including details such as the number of shares before and after the change [6]. - A reduction plan must be disclosed 15 trading days prior to any planned share sales, detailing the number of shares, time frame, and reasons for the sale [5][6]. Insider Trading Regulations - Directors and senior management are prohibited from trading shares based on insider information and must ensure that close relatives and associates do not engage in such trading [8][9]. - Violations of trading regulations will result in the company recovering any profits made from such trades [7]. Reporting and Compliance - The company must disclose the trading activities of directors and senior management in its annual and semi-annual reports, including the number of shares held at the beginning and end of the reporting period [9][10]. - The board of directors is responsible for ensuring compliance with these regulations and must report any violations to regulatory authorities [10].
安正时尚: 安正时尚集团股份有限公司独立董事工作制度
Zheng Quan Zhi Xing· 2025-08-27 16:40
安正时尚集团股份有限公司 独立董事工作制度 第一章 总则 第一条 为进一步完善安正时尚集团股份有限公司(以下简称"公司")的 治理结构,规范独立董事行为,充分发挥独立董事在公司治理中的作用,切实保 护中小股东及利益相关者的利益,促进公司的规范运作,根据《中华人民共和国 公司法》《上市公司治理准则》《上市公司独立董事管理办法》《上市公司独立 董事履职指引》《上海证券交易所上市公司自律监管指引第 1 号——规范运作》 和《安正时尚集团股份有限公司章程》(以下简称《公司章程》)等相关规定, 并结合公司实际,制定本制度。 第二条 独立董事是指不在公司担任除董事外的其他职务,并与公司及其 主要股东、实际控制人不存在直接或者间接利害关系,或者其他可能妨碍其进行 独立客观判断关系的董事。 独立董事应当独立履行职责,不受公司及其主要股东、实际控制人等单位或 者个人的影响。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务,应当按照法律、 行政法规、中国证券监督管理委员会(以下简称"中国证监会")规定、证券交 易所业务规则和《公司章程》的规定,认真履行职责,在董事会中发挥参与决策、 监督制衡、专业咨询作用,维护公司整体利益, ...
安正时尚: 安正时尚集团股份有限公司内部信息知情人登记管理制度
Zheng Quan Zhi Xing· 2025-08-27 16:40
Core Points - The article outlines the internal information management system of Anzheng Fashion Group Co., Ltd, aimed at regulating insider information management and ensuring the confidentiality of such information to protect investors' rights [2][3][4]. Group 1: General Provisions - The company establishes this system to comply with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2]. - The Board of Directors is designated as the management body for insider information, with the Board Office responsible for supervision and disclosure [2][3]. Group 2: Insider Information and Its Scope - Insider information refers to non-public information that significantly impacts the company's operations, finances, or stock prices [3][4]. - The scope of insider information includes major changes in business policies, significant investments, undisclosed financial reports, dividend distribution plans, and other critical corporate events [3][4][5]. Group 3: Insider Information Registrant Management - The company must maintain a record of individuals who have access to insider information before it is publicly disclosed, including their details and the nature of the information [5][6]. - The company is required to create a memorandum of significant events during major corporate actions, documenting key decision points and involved personnel [7][8]. Group 4: Confidentiality Management - Individuals with access to insider information are obligated to maintain confidentiality and are prohibited from disclosing or trading based on such information [9][10]. - The company must ensure that any provision of non-public information to major shareholders or insiders is documented and accompanied by confidentiality agreements [10][11]. Group 5: Accountability - The company reserves the right to impose penalties on individuals who leak insider information or engage in insider trading, with potential criminal liability for severe violations [11][12]. - The company retains the right to pursue claims against directors, senior management, and major shareholders for any losses incurred due to breaches of this regulation [11][12].