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迅捷兴: 总经理工作细则
Zheng Quan Zhi Xing· 2025-07-15 16:31
深圳市迅捷兴科技股份有限公司 总经理工作细则 深圳市迅捷兴科技股份有限公司 第一章 总则 第一条 为建立健全深圳市迅捷兴科技股份有限公司(以下简称"公司")法 人治理结构,规范总经理工作行为,保证总经理依法行使职权、履行职责、承担 义务,依据《中华人民共和国公司法》(以下简称"《公司法》")等相关法律、 法规、规范性文件和《深圳市迅捷兴科技股份有限公司章程》(以下简称"《公 司章程》")的规定,特制定本细则。 第二章 总经理职责及权限 第二条 公司设总经理一名,副总经理若干名。总经理由董事会聘任,主持 公司日常经营和管理工作,组织实施董事会决议,对董事会负责。 第三条 总经理任期三年,连聘可以连任。 第四条 总经理行使下列职权: (一)主持公司的生产经营管理工作,组织实施董事会决议,并向董事会报 告工作; (二)组织实施公司年度经营计划和投资方案; (三)拟订公司内部管理机构设置方案; (四)拟订公司的基本管理制度; (五)制定公司的具体规章; (五)接受董事会质询和监督; (六)提请董事会聘任或者解聘公司副总经理、财务总监等高级管理人员; (七)决定聘任或者解聘除应由董事会决定聘任或者解聘以外的负责管理人 ...
迅捷兴: 重大信息内部报告制度
Zheng Quan Zhi Xing· 2025-07-15 16:31
Core Viewpoint - The document outlines the internal reporting system for significant information at Shenzhen Xunjiexing Technology Co., Ltd, ensuring timely and accurate disclosure to protect investors' rights [1][2]. Group 1: Internal Reporting System - The internal reporting system is designed to ensure that significant information affecting the company's stock price is reported promptly to the chairman and board secretary [1]. - Reporters of significant information include company directors, senior management, major department heads, shareholders with over 5% ownership, and other informed individuals [1][2]. - The board secretary is responsible for training and communication regarding governance and information disclosure to ensure timely reporting [2]. Group 2: Definition of Significant Information - Significant information includes matters requiring board approval, decisions made by subsidiary boards, major transactions exceeding 10% of total audited assets or annual revenue over 10% and exceeding 10 million [3]. - Related party transactions and litigation matters also fall under significant information that must be reported [3][4]. - Other significant events and risks, such as major changes in market conditions or loss of key personnel, are included in the reporting requirements [4][5]. Group 3: Reporting Procedures - The reporting of significant information must be done in real-time through various formats, including written, phone, email, or verbal communication [5]. - Upon knowledge of significant information, the reporter must immediately inform the chairman and board secretary and submit relevant materials for review [5][6]. - Continuous reporting on the progress of significant matters is required, including updates on decisions made by the board or any changes in agreements [6][7]. Group 4: Accountability and Compliance - Senior management is tasked with ensuring that all departments and subsidiaries comply with the information reporting requirements [7]. - Failure to report significant information accurately or timely may result in accountability for responsible individuals [7]. Group 5: Implementation and Amendments - The internal reporting system becomes effective upon approval by the board and will be amended as necessary [7]. - Any inconsistencies with national laws or regulations will defer to those legal standards [7].
迅捷兴: 内部审计制度
Zheng Quan Zhi Xing· 2025-07-15 16:31
Core Viewpoint - The internal audit system of Shenzhen Xunjiexing Technology Co., Ltd. aims to standardize internal audit work, clarify responsibilities, ensure audit quality, and enhance operational management and economic efficiency [1][2]. Group 1: General Principles - The internal audit is defined as an evaluation activity conducted by the internal audit institution to assess the effectiveness of internal controls, risk management, and the authenticity and completeness of financial information [1]. - Internal control is a series of control activities implemented by the board of directors, audit committee, senior management, and other relevant personnel to ensure compliance with laws, adherence to development strategies, operational efficiency, and the integrity of financial reporting [1]. Group 2: Audit Organization and Personnel - The board of directors is responsible for establishing and effectively implementing the internal control system, ensuring the accuracy and completeness of related information disclosures [2]. - An audit committee can be established under the board, consisting of three members, including two independent directors and one accounting professional [2]. - The audit department is responsible for supervising internal audits of financial management and internal control systems, reporting directly to the board [2][3]. Group 3: Responsibilities and Authority of the Audit Department - The audit department is tasked with evaluating the completeness and effectiveness of internal control systems across the company and its subsidiaries, auditing financial and economic data for legality and authenticity [4]. - The audit department must report to the audit committee at least quarterly, detailing the execution of the internal audit plan and any issues discovered [4][5]. - The audit department has the authority to request necessary documents, conduct investigations, and issue audit opinions or recommendations for management improvements [8]. Group 4: Audit Process and Reporting - The audit department must conduct audits following significant external investments, asset purchases, guarantees, and related transactions, focusing on compliance with approval procedures and the integrity of contracts [6][7]. - Audit findings related to internal control deficiencies must be reported to the audit committee, which will oversee the implementation of corrective measures [6][10]. - The audit department is required to maintain audit archives for at least ten years and establish confidentiality protocols for audit documents [12].
迅捷兴: 信息披露暂缓与豁免业务管理制度
Zheng Quan Zhi Xing· 2025-07-15 16:31
Core Viewpoint - The document outlines the management system for the deferral and exemption of information disclosure by Shenzhen Xunjiexing Technology Co., Ltd, emphasizing compliance with relevant laws and regulations while protecting state and commercial secrets [1][2][3] Summary by Sections General Principles - The purpose of the system is to standardize the deferral and exemption of information disclosure, ensuring compliance with the Securities Law of the People's Republic of China and the listing rules of the Shanghai Stock Exchange [1] - The company can independently assess the need for deferral or exemption without prior application to the exchange, subject to post-event supervision [3] Scope of Deferral and Exemption - Information that qualifies for deferral or exemption includes state secrets and commercial secrets, provided there is sufficient evidence to justify non-disclosure [2][3] - Specific conditions for deferral or exemption of commercial secrets include potential harm from disclosure, such as unfair competition or violation of others' commercial interests [2] Management Process for Deferral and Exemption - Information must not have leaked, and insiders must commit to confidentiality for deferral or exemption to be valid [4] - The company can use alternative methods such as anonymization or summarization to protect sensitive information in reports [4][5] - A thorough internal review process is required before implementing deferral or exemption, with documentation maintained for at least ten years [5][6] Responsibilities and Reporting - The board secretary is responsible for coordinating deferral and exemption matters, with the securities department assisting in the process [6] - All relevant parties must report significant information that may require deferral or exemption, ensuring the accuracy and completeness of submitted materials [6][7] - The company must submit documentation of deferral or exemption actions to the exchange and regulatory authorities within ten days after the reporting period [6][8] Additional Provisions - The system will be effective upon approval by the board and will be implemented following the company's initial public offering [8] - Any matters not covered by this system will adhere to the relevant laws and regulations set forth by the China Securities Regulatory Commission and the Shanghai Stock Exchange [8]
迅捷兴: 内幕信息知情人登记管理制度
Zheng Quan Zhi Xing· 2025-07-15 16:31
General Provisions - The company establishes an insider information management system to enhance confidentiality and prevent insider trading, ensuring compliance with relevant laws and regulations [1][2] - The board of directors is responsible for managing insider information, with the chairman overseeing the process and the board secretary implementing it [1][2] Scope of Insider Information - Insider information refers to non-public information that significantly impacts the company's operations, finances, or stock prices [7] - Specific examples of insider information include major changes in business strategy, significant asset transactions, and important contracts that could affect the company's financial position [3][4] Insider Information Recipients - Insider information recipients include company directors, senior management, and shareholders holding more than 5% of the company's shares [5][6] - The company must maintain a record of individuals who have access to insider information prior to its public disclosure [11][12] Registration and Record-Keeping - The company must register insider information recipients and maintain detailed records of their access to insider information, including the time, place, and manner of knowledge [12][13] - Following the public disclosure of insider information, the company must submit the registration records to the relevant stock exchange within five trading days [8][9] Confidentiality and Accountability - Insider information recipients are obligated to maintain confidentiality and are prohibited from disclosing or trading based on insider information before it is publicly disclosed [21][22] - The company is required to conduct self-inspections regarding insider trading activities and report any violations to regulatory authorities [12][14] Amendments and Implementation - The insider information management system becomes effective upon approval by the board of directors and will be modified as necessary [29][30] - The board of directors is responsible for interpreting and amending the system as required [31]
迅捷兴: 信息披露管理制度
Zheng Quan Zhi Xing· 2025-07-15 16:31
深圳市迅捷兴科技股份有限公司 第一章 总则 第一条 为了加强对深圳市迅捷兴科技股份有限公司(以下简称"公司") 信息披露工作的管理,保护公司、股东、债权人及其它利益相关人员的合法权益, 规范公司的信息披露行为,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》 《上海证券交易所科创板股票上市规则》 (以 下简称《上市规则》)、《上海证券交易所科创板上市公司自律监管指引第 1 号— —规范运作》等法律、法规和《深圳市迅捷兴科技股份有限公司章程》(以下简 称《公司章程》)的有关规定,特制定本制度。 (二)公司审计委员会; (三)公司董事会秘书和公司董事会办公室; (四)公司高级管理人员; (五)公司各部门以及各子公司、分公司的负责人; (六)公司控股股东、实际控制人和持有公司 5%以上股份的股东及关联人; (七)其他负有信息披露义务的人员和部门。 第四条 本制度所称重大信息是指对公司股票及其衍生品种交易价格可能 或者已经产生较大影响的信息,包括下列信息: 第二条 公司及相关信息披露义务人应当根据相关法律、法规、部门规章、 规范性文件以及本制度的规定,及时、公平地披露所有对公司股票 ...
迅捷兴: 独立董事专门会议工作制度
Zheng Quan Zhi Xing· 2025-07-15 16:31
Core Points - The company aims to enhance its corporate governance and improve the board structure to protect the interests of minority shareholders and stakeholders [1] - Independent directors are defined as those who do not hold any other positions in the company and have no direct or indirect interests that could affect their independent judgment [2] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they are required to fulfill their responsibilities according to laws and regulations [3] Summary by Sections Independent Director Meetings - The company will hold regular or irregular meetings exclusively attended by independent directors, with notifications sent three days in advance [2] - Independent directors can propose temporary meetings if necessary, and meetings can be conducted via remote voting [2][3] - Independent directors must attend meetings in person or review materials in advance if unable to attend [2] Decision-Making and Responsibilities - Certain matters require approval from the independent directors' meetings before being submitted to the board, including related party transactions and changes to commitments [2][3] - Independent directors have special powers, such as hiring external consultants for audits or proposing shareholder meetings [3] Documentation and Confidentiality - Meetings must be documented, including the basic situation of discussed matters and the independent opinions expressed [3][4] - The company is responsible for providing necessary support and information for the meetings, and independent directors are bound by confidentiality [4][5] Implementation and Amendments - The system will take effect upon approval by the board and can be amended based on legal requirements and the company's actual situation [5]
迅捷兴: 董事会议事规则
Zheng Quan Zhi Xing· 2025-07-15 16:31
深圳市迅捷兴科技股份有限公司 董事会议事规则 第二条 公司依法设立董事会,受股东会的委托,负责经营和管理公司的法 人财产,是公司的经营决策机构。董事会对股东会负责,在《公司章程》和股东 会赋予的职权范围内行使职权。 第三条 董事会由 6 名董事组成,其中 2 名独立董事,1 名职工董事。设董 事长 1 人。董事长由董事会以全体董事的过半数选举产生。 第四条 董事会行使下列职权: (一)召集股东会,并向股东会报告工作; (二)执行股东会的决议; (三)决定公司的经营计划和投资方案; 深圳市迅捷兴科技股份有限公司 第一章 总则 第一条 为了进一步规范深圳市迅捷兴科技股份有限公司(以下简称"公 司")董事会的议事方式和决策程序,促使董事和董事会有效地履行其职责,提 高董事会规范运作和科学决策水平,依据《中华人民共和国公司法》(以下简称 "《公司法》")、《上海证券交易所科创板股票上市规则》(以下简称"《科创 板股票上市规则》")等相关法律、法规、规范性文件和《深圳市迅捷兴科技股 份有限公司章程》(以下简称"《公司章程》")的规定,制订本规则。 第二章 董事会的构成与职权 (四)制订公司的利润分配方案和弥补亏损方案; ...
迅捷兴: 董事会秘书工作制度
Zheng Quan Zhi Xing· 2025-07-15 16:31
Core Points - The document outlines the work system for the Secretary of the Board of Directors of Shenzhen Xunjiexing Technology Co., Ltd, emphasizing the importance of regulatory compliance and effective management of the Secretary's responsibilities [1] Section Summaries General Provisions - The purpose of the work system is to promote standardized operations within the company and enhance the management and supervision of the Board Secretary's work [1] Position, Responsibilities, and Qualifications of the Board Secretary - The Board Secretary is a senior management position responsible for legal obligations and enjoys corresponding rights and remuneration [1] - The main responsibilities include handling information disclosure, ensuring compliance with disclosure regulations, managing investor relations, and assisting in the development of capital market strategies [1][2] - The Secretary must possess necessary professional knowledge in finance, management, and law, along with good professional ethics and a qualification certificate issued by the stock exchange [1] Authority of the Board Secretary - The Secretary is responsible for organizing board meetings, providing consultation for major decisions, and ensuring compliance with decision-making procedures [3][4] - The Secretary acts as a liaison between the company and regulatory authorities, managing necessary documentation and tasks assigned by these authorities [3] Appointment and Dismissal of the Board Secretary - The company must not dismiss the Secretary without cause, and if the Secretary is unable to perform duties for over half a month, a temporary replacement must be appointed [5][6] - The Board must disclose relevant documents before appointing a new Secretary, including a recommendation statement and the candidate's qualifications [2][3] Legal Responsibilities of the Board Secretary - The Secretary has a duty of loyalty and diligence, must comply with the company's articles of association, and is responsible for any legal violations that occur during their tenure [6][7] - The company must report any dismissal of the Secretary to the stock exchange, providing reasons for the dismissal [6][7] Supplementary Provisions - The work system will be executed in accordance with national laws and regulations, and any inconsistencies will defer to the relevant legal provisions [7]
迅捷兴: 子公司重大事项报告制度
Zheng Quan Zhi Xing· 2025-07-15 16:31
General Provisions - The purpose of the internal reporting system is to regulate the reporting of significant matters by subsidiaries of Shenzhen Xunjiexing Technology Co., Ltd., clarify responsibilities and procedures, enhance management, and control operational risks [1][2] - This system applies to the company's controlling subsidiaries, including wholly-owned subsidiaries and those with over 50% ownership or significant influence [1] Responsibilities and Reporting Obligations - The executive director/chairman/general manager of the subsidiary is responsible for reporting significant matters and must notify the company's board secretary before implementation [2] - The board secretary serves as the contact person for receiving information and is responsible for analyzing and reporting significant matters to the board [4] - Subsidiaries must establish internal reporting systems to ensure timely awareness of relevant information [2][3] Scope of Significant Information - Significant matters that must be reported include asset purchases or sales, major risks faced by the subsidiary, and any significant changes in financial conditions or operational strategies [3][6] - Specific reporting obligations include providing written documentation related to significant information, such as agreements, government approvals, and legal judgments [6] Reporting Procedures - The reporting process requires the responsible party to verify the accuracy and completeness of information within two working days [8] - Information must be reported through quick communication methods, and relevant written documents should be submitted promptly [8][9] Accountability and Compliance - Subsidiaries must strictly adhere to the reporting obligations outlined in the system, with the board holding responsible parties accountable for violations [11][12] - The system will be revised in accordance with national laws and regulations if conflicts arise [5]