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起帆电缆: 起帆电缆关于变更营业范围并修订《公司章程》及部分制度的公告
Zheng Quan Zhi Xing· 2025-07-21 16:18
Core Viewpoint - Shanghai Qifan Cable Co., Ltd. is planning to change its business scope to include housing leasing, aiming to mitigate operational risks and promote sustainable development [1][2]. Business Scope Change - The company is expanding its business scope to include housing leasing, in addition to its existing operations in manufacturing and selling electrical wires and cables, hardware, and other related services [2][4]. - The previous business scope included production and sales of electrical wires and cables, hardware, building materials, and various technical services, while the new scope adds housing leasing to these activities [2][4]. Company Charter Revision - The company is revising its charter to improve governance structure and comply with relevant laws and regulations, including the Company Law and the Shanghai Stock Exchange listing rules [3][5]. - Specific changes include the removal and modification of terms related to the supervisory board, replacing them with references to the audit committee and its members [3][4]. Internal Governance System Changes - The company plans to revise several internal governance systems to enhance operational compliance, with some changes requiring shareholder approval [5]. - The revised internal governance systems will be disclosed on the Shanghai Stock Exchange website and other designated media [5].
起帆电缆: 起帆电缆内幕信息知情人登记管理制度
Zheng Quan Zhi Xing· 2025-07-21 16:18
Core Viewpoint - The document outlines the insider information management system of Shanghai Qifan Cable Co., Ltd, emphasizing the importance of confidentiality and compliance with relevant laws and regulations to protect investors' rights [1][2]. Group 1: General Provisions - The company establishes this system to regulate insider information management and ensure confidentiality [1]. - The board of directors is responsible for managing insider information, with the chairman as the main responsible person and the board secretary organizing implementation [1][2]. - Any department or individual must not disclose insider information without board approval [2]. Group 2: Definition and Scope of Insider Information - Insider information refers to non-public information that could significantly impact the company's securities or market price [7]. - The scope of insider information includes major changes in business policies, significant asset transactions, important contracts, major debts, and other critical events [8][9]. Group 3: Insider Information Recipients - Insider information recipients include company directors, senior management, shareholders holding more than 5% of shares, and other relevant personnel [5][6]. - Non-insider information recipients must refrain from inquiring about insider information [6]. Group 4: Registration and Filing of Insider Information Recipients - The company must maintain accurate records of insider information recipients and report them to the Shanghai Stock Exchange [11][12]. - Specific events, such as major asset restructuring or significant share transfers, require the submission of insider information recipient records [12][13]. Group 5: Confidentiality Management and Accountability - The company must ensure that insider information recipients sign confidentiality agreements and understand their obligations [23][24]. - Violations of confidentiality or insider trading will result in penalties and potential legal action [25][26][30]. Group 6: Miscellaneous Provisions - The document will be interpreted and revised by the company's board of directors and will take effect upon approval [33][34].
起帆电缆: 起帆电缆内部审计管理制度
Zheng Quan Zhi Xing· 2025-07-21 16:18
Core Viewpoint - The internal audit management system of Shanghai Qifan Cable Co., Ltd. aims to standardize internal audit work, clarify the responsibilities of the internal audit organization and personnel, and enhance internal control, operational management, and economic efficiency [3][4]. Group 1: General Principles - The internal audit is defined as an evaluation activity conducted by the company's internal organization or personnel to assess the effectiveness of internal control and risk management, the authenticity and completeness of financial information, and the efficiency and effectiveness of operational activities [3]. - The internal audit system is established to provide reasonable assurance regarding compliance with laws and regulations, improve operational efficiency, safeguard company assets, and ensure the accuracy and completeness of information disclosure [3]. Group 2: Internal Audit Organization and Personnel - The company will establish an audit committee under the board of directors to guide and supervise the internal audit department, with all members being directors, and an independent director with accounting expertise serving as the convener [4]. - The internal audit department will maintain independence and will not be under the leadership of the financial management department [4][5]. - Internal audit personnel must possess political qualities, professional titles, knowledge, experience, and effective communication skills to ensure the effective execution of internal audit tasks [5]. Group 3: Internal Audit Objectives and Scope - The overall objective of internal audit is to maintain the safety and integrity of company assets and ensure the legality and compliance of financial operations [4]. - The scope of internal audit includes all subsidiaries, branches, functional departments, and other established institutions of the company, focusing on the authenticity, legality, and effectiveness of financial reports and related documents [7]. Group 4: Responsibilities of Internal Audit Institution - The internal audit institution is responsible for formulating annual and specific audit plans, which must be approved by the board of directors' audit committee [8]. - The internal audit institution will conduct audits on the legality, compliance, authenticity, and completeness of accounting materials and other economic data of the company and its subsidiaries [8][9]. Group 5: Audit Procedures and Reporting - The internal audit institution must submit an annual internal audit work report to the audit committee within two months after the end of each accounting year [14]. - Audit reports must be objective, accurate, clear, complete, and constructive, detailing the audit purpose, scope, findings, conclusions, and recommendations [34][35]. Group 6: Compliance and Penalties - The internal audit institution can propose corrective measures and deadlines for any identified deficiencies in internal controls and monitor the implementation of these measures [22]. - Any violations of the internal audit regulations by the audited units may lead to penalties, including legal actions against responsible personnel if necessary [27][28].
起帆电缆: 起帆电缆对外提供财务资助管理制度
Zheng Quan Zhi Xing· 2025-07-21 16:18
Core Points - The document outlines the financial assistance management system of Shanghai Qifan Cable Co., Ltd, aiming to standardize external financial assistance practices and mitigate associated risks [1][2] - The system specifies the approval authority and procedures for providing financial assistance, ensuring compliance with relevant laws and regulations [1][2][3] Chapter 1: General Principles - The purpose of the financial assistance management system is to regulate the company's external financial assistance behavior and clarify the decision-making process [1] - External financial assistance includes monetary funds, physical assets, and intangible assets provided to external entities, excluding certain subsidiaries [1][2] Chapter 2: Approval Authority and Procedures - Financial assistance must be approved by the chairman and then submitted to the board of directors for review [2][3] - The company must protect shareholders' rights and ensure that financial assistance is provided on an equal and voluntary basis [2][3] Chapter 3: Information Disclosure - The company is required to disclose financial assistance matters in accordance with relevant laws and regulations, including details about the assistance agreement and the financial status of the recipient [5][6] - Disclosure must include the purpose of the financial assistance, the recipient's basic information, risk analysis, and the board's opinion on the necessity and fairness of the assistance [5][6][7] Chapter 4: Penalties - Violations of the financial assistance regulations that result in losses or negative impacts on the company will lead to economic responsibility for the involved personnel [8] Chapter 5: Supplementary Provisions - The document specifies that any amendments to the system must be proposed by the board and approved by the shareholders [8]
起帆电缆: 起帆电缆股东会议事规则
Zheng Quan Zhi Xing· 2025-07-21 16:18
Core Points - The document outlines the rules for shareholder meetings of Shanghai Qifan Cable Co., Ltd, aiming to standardize company behavior and ensure shareholders can exercise their rights according to relevant laws and regulations [1][2][3] Group 1: General Principles - The rules are established to ensure compliance with the Company Law, Securities Law, and other relevant regulations, providing a framework for the conduct of shareholder meetings [1][2] - All shareholders, their agents, and company executives are bound by these rules, which aim to maintain order and protect shareholder rights during meetings [2][3] Group 2: Powers of the Shareholders' Meeting - The shareholders' meeting is the highest authority of the company, responsible for key decisions such as business direction, financial plans, and major transactions [3][4] - Specific powers include approving financial budgets, profit distribution plans, and significant asset transactions exceeding 30% of the company's total assets [4][5] Group 3: Meeting Procedures - Shareholders have the right to attend meetings and exercise their rights, including the right to information, speak, inquire, and vote [2][3] - The company must ensure meetings are held simply and without providing additional benefits to attendees [2][3] Group 4: Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions needing a two-thirds majority [29][30] - Certain matters, such as capital changes and major asset transactions, require special resolutions [30][31] Group 5: Meeting Notifications and Proposals - The company must notify shareholders of meetings at least 20 days in advance for annual meetings and 15 days for temporary meetings [41][42] - Shareholders holding more than 3% of shares can propose agenda items, which must be included in the meeting notice [39][40] Group 6: Attendance and Representation - Shareholders can attend in person or appoint agents to represent them, with specific identification and authorization requirements [49][50] - The company must maintain a register of attendees, ensuring that all voting rights are accurately recorded [56][57]
起帆电缆: 起帆电缆董事会专门委员会议事规则
Zheng Quan Zhi Xing· 2025-07-21 16:17
Group 1 - The company establishes an Audit Committee to enhance internal control capabilities and improve internal control procedures [1][2] - The Audit Committee operates independently and is not subject to illegal interference from any other departments or individuals within the company [2][3] - The Audit Committee consists of three members, with at least two being independent directors, and must include a qualified accounting professional [3][4] Group 2 - The Audit Committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [5][6] - The committee must approve certain decisions, such as the disclosure of financial reports and the hiring or dismissal of external auditors, before submission to the board [6][7] - The Audit Committee is required to hold at least one meeting annually without management present to communicate with external auditors [7][8] Group 3 - The company has established a Strategic Development Committee to ensure the scientific nature of strategic planning and enhance sustainable development capabilities [21][22] - The Strategic Committee is responsible for researching and proposing long-term development strategies and major strategic investments [23][24] - The committee's decisions must comply with the company's articles of association and relevant laws, and any violations render the decisions invalid [24][25] Group 4 - The company has set up a Compensation and Assessment Committee to develop and manage the compensation scheme for senior management and evaluate performance indicators [32][33] - The Compensation Committee's decisions must adhere to the company's articles of association and relevant laws, with any violations leading to invalid decisions [33]
起帆电缆: 起帆电缆总经理工作细则
Zheng Quan Zhi Xing· 2025-07-21 16:16
Core Points - The document outlines the responsibilities and duties of the General Manager and other senior management personnel at Shanghai Qifan Cable Co., Ltd, ensuring efficient and coordinated execution of their roles while protecting the rights of the company, shareholders, and creditors [1][2][3] Section Summaries General Provisions - The General Manager is responsible for implementing the board's resolutions and managing the company's operations, reporting directly to the board [1][2] Appointment and Dismissal of the General Manager - The company has one General Manager and 3-5 Vice General Managers, with a term of three years for each [2][3] - The General Manager must have over five years of management experience and possess strong personal qualities and professional ethics [2][3] Powers and Responsibilities of the General Manager - The General Manager is responsible for the company's production management, proposing appointments of senior management, and making decisions on significant transactions within authorized limits [12][13] - The General Manager must maintain the company's assets and ensure compliance with laws and regulations [18][19] Management Structure and Meetings - The management team includes the General Manager, Vice General Managers, and other senior personnel, forming the decision-making center for daily operations [2][9] - Regular meetings are held to discuss departmental operations and address specific business issues [10][11] Reporting to the Board - The General Manager is required to report to the board on various matters, including significant changes in operations or financial conditions [28][29] Performance Evaluation and Incentives - The company evaluates the performance of the General Manager and senior management to determine compensation and incentives, linking remuneration to performance [34][35][36]
起帆电缆: 起帆电缆信息披露管理制度
Zheng Quan Zhi Xing· 2025-07-21 16:16
Core Viewpoint - The information disclosure management system of Shanghai Qifan Cable Co., Ltd. aims to ensure that the company operates in compliance with laws and regulations, providing accurate, complete, timely, and fair information to protect the rights of the company and its investors [1][2]. Group 1: General Principles - The system is established based on relevant laws such as the Company Law and Securities Law, as well as the Shanghai Stock Exchange's listing rules [1]. - Information is defined as any significant event that could impact the trading price of the company's securities and must be disclosed as required by regulatory authorities [1][2]. Group 2: Disclosure Responsibilities - The disclosure obligations apply to the board of directors, senior management, and other relevant personnel within the company [2]. - The board secretary is designated as the primary contact with the Shanghai Stock Exchange and is responsible for managing disclosure matters [2][3]. Group 3: Basic Principles of Disclosure - Continuous disclosure is a responsibility of the company, which must adhere to principles of truthfulness, accuracy, completeness, timeliness, and fairness [3][4]. - The company must ensure that all investors have equal access to disclosed information and must not selectively disclose information [5][6]. Group 4: Reporting Procedures - The company must submit relevant announcements and documents to the Shanghai Stock Exchange for review before public disclosure [6][7]. - Information must be disclosed in a timely manner, especially if it could lead to significant market fluctuations [8][9]. Group 5: Regular Reporting - The company is required to prepare and disclose annual, semi-annual, and quarterly reports within specified timeframes, ensuring that all significant information is included [13][14]. - Annual reports must be audited by a qualified accounting firm and submitted within four months after the fiscal year-end [13][14]. Group 6: Temporary Reporting - Temporary reports must be issued for significant transactions or events outside of regular reporting, including major asset purchases or sales [18][19]. - The company must disclose any major events that could significantly affect the trading price of its securities immediately upon occurrence [26][27]. Group 7: Responsibilities of the Board and Management - The board of directors is collectively responsible for ensuring the accuracy and completeness of disclosed information [34][35]. - The board secretary is tasked with coordinating disclosure activities and ensuring compliance with relevant regulations [34][35].
起帆电缆: 起帆电缆控股股东及实际控制人行为规范
Zheng Quan Zhi Xing· 2025-07-21 16:16
Core Viewpoint - The document outlines the behavior norms for the controlling shareholders and actual controllers of Shanghai Qifan Cable Co., Ltd., aiming to protect the legitimate rights and interests of the company and its shareholders, especially minority shareholders, in accordance with relevant laws and regulations [1][2]. Group 1: General Principles - The norms are established to guide and regulate the actions of controlling shareholders and actual controllers, ensuring compliance with laws and promoting the company's quality [1]. - Controlling shareholders and actual controllers must adhere to the principles of honesty and good faith, exercising their rights in accordance with laws and the company's articles of association [1][2]. Group 2: Corporate Governance - Controlling shareholders and actual controllers are required to establish systems that clarify decision-making processes for significant company matters and ensure the company's independence [2][3]. - They must maintain the integrity of the company's assets and not infringe upon the company's rights regarding its property [2][3]. Group 3: Financial Independence - Controlling shareholders and actual controllers must not affect the company's financial independence through shared bank accounts or non-operational use of company funds [4][5]. - They are prohibited from requiring the company to provide guarantees unlawfully or to share financial accounting systems [4][5]. Group 4: Information Disclosure - Controlling shareholders and actual controllers must fulfill their information disclosure obligations, ensuring that disclosed information is timely, fair, truthful, accurate, and complete [7][8]. - They are required to notify the company of significant changes in their shareholding or control status and cooperate with the company's information disclosure processes [7][8]. Group 5: Share Trading and Control Transfer - Controlling shareholders and actual controllers must comply with legal regulations when buying or selling company shares and must report significant changes in shareholding [11][12]. - They are required to conduct due diligence on the qualifications and intentions of potential transferees before transferring control of the company [12][13]. Group 6: Other Provisions - Controlling shareholders and actual controllers must ensure that their commitments are effectively implemented and provide guarantees for commitments with significant performance risks [14][15]. - The document emphasizes that the actions of controlling shareholders and actual controllers are subject to daily supervision by the Shanghai Stock Exchange [15].
起帆电缆: 起帆电缆董事、高级管理人员薪酬管理制度
Zheng Quan Zhi Xing· 2025-07-21 16:16
Core Points - The purpose of the compensation management system is to establish an incentive and restraint mechanism that aligns with modern enterprise management requirements, enhancing the operational efficiency and management level of the company [2] - The system applies to the board members and senior management of Shanghai Qifan Cable Co., Ltd., including independent directors, internal directors, and senior management personnel [2][3] Summary by Sections Chapter 1: Purpose - The system aims to motivate senior management and improve business performance based on relevant laws and the company's actual situation [2] Chapter 2: Scope of Application - The system is applicable to all members of the board of directors and senior management, including independent and internal directors [2] Chapter 3: Management Principles - Compensation is based on economic indicators and comprehensive management, adhering to principles such as aligning compensation with long-term company interests and linking pay to performance [3] Chapter 4: Management Organization - The shareholders' meeting is responsible for reviewing the compensation management system, while the board's compensation and assessment committee oversees its implementation [3] Chapter 5: Composition and Standards of Compensation - Compensation for directors and senior management includes a monthly salary, performance bonuses, and is linked to the company's annual performance [4][5] Chapter 6: Performance Assessment Procedures - The human resources and finance departments are responsible for developing annual performance assessment systems and procedures, subject to board approval [4] Chapter 7: Payment of Compensation - Monthly salaries are paid via bank transfer, and performance bonuses are distributed after the fiscal year based on assessment results [6] Chapter 8: Other Management - Internal directors and senior management must sign labor contracts, and a responsibility accountability system is in place for poor performance or decision-making failures [8] Chapter 9: Supplementary Provisions - The system is subject to national laws and regulations, with the board holding the interpretation rights [9]