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光峰科技: 累积投票制度实施细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 14:19
General Principles - The implementation details of the cumulative voting system aim to protect the interests of minority shareholders and regulate the governance structure of Shenzhen Guangfeng Technology Co., Ltd [1] - Cumulative voting allows shareholders to have voting rights equal to the number of shares they hold multiplied by the number of directors to be elected, enabling them to concentrate their votes on one or more candidates [1][2] Voting Principles - Each shareholder's voting rights are calculated as the number of shares held multiplied by the number of directors to be elected [6] - Shareholders can either concentrate their votes on specific candidates or distribute them among all candidates, but cannot exceed the number of candidates to be elected [7][8] - If a shareholder casts more votes than they hold, that vote is invalid; if they cast fewer, the excess is considered a waiver of voting rights [9] Election Principles - Directors are elected based on the total votes received, with candidates needing to secure more than half of the voting rights held by attending shareholders to be elected [14] - In case of a tie among candidates, specific rules are applied to determine the outcome, including potential re-elections if necessary [15][16] Operational Procedures - The company must clearly state the use of the cumulative voting system in the notice for the shareholders' meeting and provide the relevant implementation details [17] - Voting can be conducted in person or through a proxy, and the ballots must include specific information to ensure clarity and compliance with the voting process [19]
光峰科技: 自愿信息披露管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 14:19
Core Points - The document outlines the voluntary information disclosure management system of Shenzhen Guangfeng Technology Co., Ltd, aiming to ensure the authenticity, accuracy, and completeness of information disclosed to protect the rights of the company, shareholders, and investors [1][2]. Group 1: General Principles - The voluntary information disclosure is defined as information disclosed by the company that does not meet the mandatory disclosure standards but is intended to protect investor interests [2]. - The company must ensure that voluntarily disclosed information does not conflict with legally required disclosures and must not mislead investors [3]. - The disclosure should adhere to principles of truthfulness, accuracy, completeness, timeliness, and fairness, reflecting the company's actual operational status [3]. Group 2: Disclosure Standards - The company may voluntarily disclose information under specific circumstances, such as signing significant strategic agreements or when there are important developments in product research and certifications [4]. - The company must assess the necessity of disclosure and avoid misleading content, especially when dealing with sensitive information [4]. Group 3: Disclosure Procedures - A strict review process is mandated before any voluntary disclosure, including verification by department heads and compliance checks by the board secretary [5]. - The board secretary is responsible for coordinating and organizing the disclosure process, ensuring compliance with legal requirements [6]. Group 4: Responsibilities - The chairman bears primary responsibility for ensuring compliance with disclosure regulations, while the board secretary manages the specific disclosure tasks [6][7]. - Other executives, including the general manager and financial officer, are responsible for the accuracy of the disclosed information within their areas of expertise [6]. Group 5: Management of Disclosure Documents - The board office is tasked with managing disclosure documents and ensuring that all relevant records are maintained for at least ten years [7]. - Departments and subsidiaries are required to appoint personnel to manage disclosure documents and report relevant information to the board secretary [8].
光峰科技: 信息披露事务管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 14:19
General Principles - The company aims to enhance the quality of information disclosure to protect investors' rights and ensure the authenticity, accuracy, completeness, timeliness, and consistency of disclosed information [1][2] - Information disclosure refers to information that significantly impacts the trading price of the company's securities or is relevant to investors' decision-making [1][2] Disclosure Obligations - The company and its disclosure obligors must timely disclose all information that may significantly affect the trading price of its securities [4][5] - Disclosure must be objective, based on factual evidence, and should not contain false records or misleading statements [4][5] - Information must be disclosed simultaneously to all investors, without prior disclosure to any individual or entity [4][5] Responsibilities of Disclosure Obligors - The board of directors and senior management are responsible for ensuring timely and fair disclosure of information [3][4] - The board secretary is the primary responsible person for implementing the information disclosure management system [6][7] - The audit committee supervises the actions of the board and senior management regarding their disclosure responsibilities [8] Reporting Procedures - Regular reports must be prepared and disclosed within specified timeframes, including quarterly, semi-annual, and annual reports [11][12] - The company must disclose any significant events that may impact the trading price of its securities immediately [15][16] Voluntary Disclosure - The company may voluntarily disclose information that could assist investors in making decisions, provided it does not conflict with mandatory disclosures [40][41] - Voluntary disclosures must be truthful, accurate, and complete, adhering to the principle of fairness [40][41] Confidentiality Measures - Disclosure obligors must maintain confidentiality regarding insider information and prevent insider trading [58][59] - The company must take necessary measures to control the number of individuals aware of undisclosed information [60][61] Penalties for Non-compliance - Failure to comply with disclosure obligations may result in disciplinary actions against responsible individuals, including warnings or dismissal [63][64] - The company holds the right to pursue legal responsibility for inaccurate disclosures that cause losses to the company or investors [66][67]
光峰科技: 信息披露暂缓与豁免事务管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 14:19
General Principles - The company establishes a system for the management of information disclosure deferral and exemption to ensure compliance with legal obligations and protect investors' rights [1] - The company will defer or exempt disclosure based on its prudent judgment when certain conditions are met, subject to post-regulation by the Shanghai Stock Exchange [1][2] Applicable Situations and Conditions - Information can be exempted from disclosure if it involves state secrets or other matters that may violate confidentiality regulations [2] - Business secrets can be deferred or exempted from disclosure if they meet specific criteria, such as core technology information that could lead to unfair competition [2][3] Internal Management of Deferral and Exemption - The company must carefully determine whether information qualifies for deferral or exemption and take measures to prevent leaks [4] - An internal approval process is required for deferring or exempting disclosure, involving notification to the board office and subsequent reviews [4][5] Registration and Reporting - The company must register details of any deferred or exempted disclosures, including the type of information and the internal review process [5] - Relevant materials must be submitted to the regulatory authority within 10 days after the announcement of periodic reports [5] Additional Provisions - The company must maintain records of deferred or exempted disclosures for at least 10 years [5] - The system becomes effective upon approval by the board and will be modified as necessary [6][7]
光峰科技: 防范控股股东及关联方占用公司资金制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 14:19
Core Points - The document outlines a system to prevent the controlling shareholder and related parties from occupying the funds of Shenzhen Guangfeng Technology Co., Ltd. [1] - The system is established in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China and the listing rules of the Shanghai Stock Exchange [1][2] - The document specifies the definitions of "controlling shareholder," "actual controller," "related party," and "related transactions" [1] Group 1: General Provisions - The system applies to the company and its subsidiaries in relation to fund transactions with controlling shareholders, actual controllers, and other related parties [1] - It prohibits the controlling shareholder and related parties from occupying company funds through various means, including requiring the company to pay their expenses or debts [1][2] Group 2: Measures to Prevent Fund Occupation - The company's board of directors is responsible for establishing a verification system to regularly check the company's monetary funds and transactions with controlling shareholders and related parties [3] - The audit committee is tasked with guiding internal audits and may hire external agencies for professional opinions [3] Group 3: Accountability and Penalties - The company will impose penalties on directors and senior management who assist or condone the occupation of company assets by controlling shareholders and related parties [4] - Funds occupied by controlling shareholders and related parties should generally be repaid in cash, with strict controls on non-cash asset repayments [4][5]
光峰科技: 内部审计管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 14:19
Core Viewpoint - The internal audit management system of Shenzhen Guangfeng Technology Co., Ltd. aims to enhance the effectiveness of internal audits, ensure the quality of internal control risk assessments, and provide reliable information for management decisions while protecting investors' rights and improving operational efficiency [1]. Group 1: Internal Audit Structure - The company establishes an audit committee under the board of directors to oversee the internal audit department [2]. - The audit department operates independently and reports directly to the audit committee, ensuring no influence from the finance department [2][3]. - Internal audit personnel must possess good professional qualities and adhere to principles of objectivity and integrity [2][3]. Group 2: Audit Responsibilities and Authority - The audit committee guides and supervises the internal audit department, meeting at least quarterly to review plans and reports [3][4]. - The audit department is responsible for evaluating the effectiveness of internal controls and the legality and accuracy of financial information across all internal entities [3][4]. - The audit department has the authority to request necessary documents and conduct investigations related to audit matters [4][5]. Group 3: Audit Process and Reporting - The audit department must submit an internal control evaluation report at least once a year, focusing on significant financial reporting controls [5][6]. - Any identified internal control deficiencies must be reported to the audit committee, which will oversee the implementation of corrective measures [6][7]. - The audit department is required to conduct audits following significant external investments, asset purchases, guarantees, and related transactions [7][8]. Group 4: Information Disclosure - The company must prepare an annual internal control evaluation report in accordance with relevant regulations and disclose it alongside the annual report [8][9]. - If significant internal control deficiencies are identified, the board must report these to the Shanghai Stock Exchange and disclose the potential consequences and remedial actions taken [9][10]. Group 5: Audit Archives and Management - Internal audit archives must be managed according to national laws and company policies, with a retention period of no less than 10 years [10][11]. - The audit department is responsible for maintaining confidentiality and proper documentation of audit evidence and reports [10][11].
光峰科技: 内部控制管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 14:19
General Principles - The internal control system aims to enhance operational management and risk prevention, ensuring compliance and protecting shareholder rights [2][3] - The internal control applies to the company and its subsidiaries, with the board of directors responsible for its establishment and execution [2][3] Objectives of Internal Control - Ensure legal compliance in management [3] - Safeguard the security and integrity of assets [3] - Guarantee the authenticity and completeness of financial reports and disclosures [3] - Improve operational efficiency and effectiveness [3] - Support the achievement of development strategies [3] Principles of Internal Control - Comprehensive principle: Internal control should cover all aspects of decision-making, execution, and supervision [3] - Importance principle: Focus on significant business matters and high-risk areas [3] - Balance principle: Establish checks and balances in governance structure and processes [3] - Adaptability principle: Adjust internal control measures according to business scale and risk levels [3] - Cost-effectiveness principle: Weigh the costs of implementation against expected benefits [3] Framework and Execution of Internal Control - The internal control system encompasses various levels, including the company level and its subsidiaries [5] - Key elements of effective internal control include internal environment, risk assessment, control activities, information and communication, and internal supervision [6][7] Risk Assessment - The company conducts comprehensive risk assessments to identify internal and external risks related to control objectives [16][17] - Internal risks include management integrity, organizational structure, financial status, and operational safety [18] - External risks encompass economic conditions, legal regulations, and technological advancements [18] Control Activities - Control measures include separation of incompatible duties, authorization and approval controls, accounting system controls, and performance evaluation [24][25][26] - The company implements a comprehensive budget management system to regulate budgeting processes [28] Information and Communication - Establish a system for collecting and communicating internal control-related information to ensure timely and effective communication [34][35] - Utilize information technology to enhance information integration and sharing [37] Internal Supervision - The company conducts regular supervision and evaluation of internal control effectiveness, addressing any identified deficiencies [40][41] - The board of directors and audit committee are responsible for overseeing internal control and reporting significant deficiencies [43][46]
光峰科技: 董事、高级管理人员离职管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 14:19
General Overview - The document outlines the management system for the resignation of directors and senior management personnel at Shenzhen Guangfeng Technology Co., Ltd, aiming to ensure corporate governance stability and protect shareholder rights [1][2]. Resignation Procedures - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company, with disclosure required within two trading days [2][3]. - If a director's term expires without re-election, they automatically resign on the date the shareholders' resolution is passed [2]. - The shareholders' meeting can decide to dismiss a director, effective on the date of the resolution [2]. Conditions for Holding Office - Individuals with certain legal or financial disqualifications, such as criminal convictions or bankruptcy responsibilities, are prohibited from serving as directors or senior management [2][3]. Transition and Responsibilities - Resigning directors and senior management must hand over all relevant documents and assets within five working days after their resignation becomes effective [4]. - If there are unresolved commitments, the company can require a written plan for fulfillment from the departing personnel [4][5]. Ongoing Obligations - Departing directors and senior management retain confidentiality obligations regarding company information even after their departure [5]. - They must report any changes in their shareholdings and are restricted from transferring shares for six months post-resignation [5]. Accountability Measures - The board will review any breaches of duty or unfulfilled commitments by departing personnel and may pursue compensation for losses incurred [6].
光峰科技: 董事会秘书工作制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 14:19
General Overview - The document outlines the work system for the board secretary of Shenzhen Guangfeng Technology Co., Ltd, aiming to standardize operations and clarify the responsibilities and authority of the board secretary [1] Board Secretary Qualifications and Appointment - The company appoints one board secretary who must comply with laws, regulations, and the company's articles of association, and is responsible to the company and the board [2] - The board secretary is a senior management position with the right to attend relevant meetings and access company financial and operational information [2] - The board secretary is nominated by the chairman and appointed or dismissed by the board, with a term of three years that can be renewed [2] Responsibilities of the Board Secretary - The board secretary is responsible for handling information disclosure, ensuring compliance with disclosure obligations, and managing investor relations [3][5] - The board secretary must organize and attend board meetings and assist in establishing internal control systems [5][6] - The board secretary has the authority to report any obstruction in performing duties directly to the Shanghai Stock Exchange [8] Procedures and Reporting - The board secretary must be informed of significant company meetings and decisions, and is responsible for coordinating information disclosure activities [9] - In case of vacancy, the board must promptly appoint an acting board secretary and disclose this information [5] Compliance and Ethics - The board secretary must adhere to the company's articles of association and fulfill legal responsibilities, ensuring no misuse of power for personal gain [8][9]
光峰科技: 董事、高级管理人员所持公司股份及其变动管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 14:19
General Principles - The management system for the shares held by the board of directors and senior management of Shenzhen Guangfeng Technology Co., Ltd. is established to strengthen the management of shareholding and changes in accordance with relevant laws and regulations [1][2] - The shares held by the board and senior management include all shares registered in their names and those held through others' accounts, including shares in margin trading [1][2] Share Trading Restrictions - Directors and senior management are prohibited from engaging in margin trading or derivative trading involving the company's shares [1][2] - Specific trading restrictions are in place during certain periods, such as 15 days before the annual and semi-annual reports and 5 days before quarterly reports [2][3] Share Transfer Limitations - Shares held by directors and senior management cannot be transferred within one year of the company's stock listing or within six months after leaving the company [2][3] - A maximum of 25% of the total shares held can be transferred each year during their term and within six months after their term ends, with exceptions for certain circumstances [3][4] Reporting and Disclosure Requirements - Directors and senior management must report their shareholding status and any changes within two trading days of the occurrence [5][6] - A reduction plan must be disclosed 15 trading days prior to any planned share transfer, detailing the number of shares, time frame, and reasons for the transfer [6][7] Compliance and Accountability - The company is responsible for ensuring that directors and senior management comply with the regulations regarding share trading and must report any violations to the relevant authorities [7][8] - The company secretary is tasked with managing the identity and shareholding data of directors and senior management, ensuring compliance with reporting requirements [8]