Polyrocks(688669)
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聚石化学: 关于召开2025年第二次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-07-14 16:24
Group 1 - The company, Guangdong Jushi Chemical Co., Ltd., will hold its shareholder meeting on July 30, 2025, at 14:30 [1][3] - The voting method for the meeting will combine on-site voting and online voting through the Shanghai Stock Exchange's system [1][4] - The registration date for shareholders is set for July 24, 2025, and the registration for attending the meeting will take place on July 29, 2025 [5][6] Group 2 - The meeting will review various proposals, including non-cumulative voting proposals and cumulative voting proposals for independent directors [2][10] - Shareholders must complete their voting for all proposals before submission, and any excess votes will be considered invalid [4][10] - The company has specified that there are no related shareholders that need to abstain from voting [4]
聚石化学: 关于取消监事会、修订《公司章程》及其附件并办理工商变更登记及修订部分公司治理制度的公告
Zheng Quan Zhi Xing· 2025-07-14 16:24
Core Viewpoint - Guangdong Jushi Chemical Co., Ltd. has decided to abolish its supervisory board and amend its articles of association to enhance corporate governance and operational efficiency [1]. Group 1: Abolishment of Supervisory Board - The company will no longer establish a supervisory board, and its functions will be transferred to the audit committee of the board of directors [1]. - Relevant rules and regulations concerning the supervisory board will be abolished accordingly [1]. Group 2: Amendments to Articles of Association - The amendments aim to further standardize company operations and improve governance in accordance with the Company Law, Securities Law, and other relevant regulations [1]. - Specific revisions to the articles include changes to the definitions of stakeholders and the governance structure [1][2]. - The revised articles will become legally binding documents governing the rights and obligations between the company, shareholders, directors, and senior management [1][8]. Group 3: Shareholder Rights and Responsibilities - Shareholders will retain rights to dividends and other benefits proportional to their shareholdings [13]. - Shareholders have the right to supervise company operations and propose suggestions or inquiries [13]. - The company will ensure that all shareholders have equal rights regarding their shares [13][19]. Group 4: Capital Increase and Share Issuance - The company may increase capital through various methods, including public offerings and private placements, subject to shareholder approval [10][11]. - The issuance of shares will adhere to principles of fairness and equality, ensuring that all shares of the same category have equal rights [9][10]. Group 5: Governance and Compliance - The company is committed to maintaining compliance with laws and regulations, ensuring that all governance practices align with legal requirements [17][20]. - The board of directors is responsible for convening shareholder meetings and ensuring proper governance procedures are followed [21][22].
聚石化学: 广东聚石化学股份有限公司独立董事候选人声明与承诺(孟跃中)
Zheng Quan Zhi Xing· 2025-07-14 16:24
Core Points - The candidate Meng Yuezhong has declared his qualifications and independence to serve as an independent director for Guangdong Jushi Chemical Co., Ltd [1][4] - The candidate possesses over five years of relevant experience in law, economics, accounting, finance, and management, which are essential for fulfilling the responsibilities of an independent director [1] - The candidate confirms compliance with various legal and regulatory requirements regarding the qualifications for independent directors [1] Summary by Sections Qualifications - The candidate meets the qualifications as stipulated by the Company Law of the People's Republic of China and other relevant regulations [1] - The candidate has no adverse records, including administrative or criminal penalties from the China Securities Regulatory Commission (CSRC) in the last 36 months [2] - The candidate has not been subject to public reprimands or significant credit issues in the last 36 months [3] Independence - The candidate asserts independence, stating no relationships that could affect his impartiality, including not being a major shareholder or having significant business ties with the company [1] - The candidate has not been dismissed from previous independent director roles due to attendance issues [3] - The candidate has not served as an independent director for more than three domestic listed companies simultaneously [3] Commitment - The candidate has undergone training and holds recognized certification related to independent director responsibilities [4] - The candidate commits to adhering to all relevant laws, regulations, and rules set forth by the CSRC and the Shanghai Stock Exchange [4] - The candidate acknowledges the consequences of providing false statements and commits to resign if any disqualifying conditions arise during his tenure [4]
聚石化学: 广东聚石化学股份有限公司董事会提名委员会关于提名第七届董事会独立董事候选人的审查意见
Zheng Quan Zhi Xing· 2025-07-14 16:24
Core Viewpoint - The board of directors of Guangdong Jushi Chemical Co., Ltd. has reviewed and approved the qualifications of independent director candidates for the seventh board, ensuring compliance with relevant laws and regulations [1][2]. Group 1: Independent Director Candidates - The candidates for independent directors, Chen Guilin, Meng Yuezhong, and Qin Wei, have been found to meet the qualifications and independence requirements as per the Company Law and other relevant regulations [2]. - The independent director candidates do not hold shares in the company and have no relationships with the company's directors, senior management, actual controllers, or shareholders holding more than 5% of the shares [1]. - The candidates have not been subject to any disqualifications or penalties from the China Securities Regulatory Commission or the stock exchange, and they are not listed as dishonest executors [1][2].
聚石化学: 关于董事会换届选举的公告
Zheng Quan Zhi Xing· 2025-07-14 16:24
Core Viewpoint - The announcement details the upcoming election of the seventh board of directors for Guangdong Jushi Chemical Co., Ltd., as the current board's term is nearing completion [1][2]. Board Election Summary - The company is conducting a board election in accordance with relevant laws and regulations, including the Company Law and the Shanghai Stock Exchange rules [1]. - The board has nominated candidates for both non-independent and independent director positions, with specific individuals listed for each category [2]. - The election will be held at the second extraordinary general meeting of shareholders in 2025, using a cumulative voting system for both non-independent and independent directors [2]. Candidate Qualifications - All nominated candidates meet the qualifications required by laws and regulations, and none have faced administrative penalties or disciplinary actions from regulatory bodies [2]. - Independent director candidates have the necessary educational backgrounds and work experiences to fulfill their responsibilities [2][6][7]. Current Board Operations - The current board will continue to operate until the new board is elected, ensuring the company's governance remains stable during the transition [3]. - The company expresses gratitude for the contributions made by the current board members during their tenure [3].
聚石化学: 累积投票制实施细则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-14 16:24
Core Points - The article outlines the implementation details of the cumulative voting system for Guangdong Jushi Chemical Co., Ltd. to enhance corporate governance and regulate the election of directors [2][6] - The cumulative voting system allows shareholders to allocate their voting rights in a flexible manner during the election of two or more directors, promoting fair representation [2][3] Section Summaries General Provisions - The cumulative voting system is defined as a method where each shareholder's voting rights equal the number of shares held multiplied by the number of directors to be elected [2] - The implementation details are based on relevant laws and the company's articles of association [2] Nomination of Director Candidates - Shareholders holding more than 1% of the company's shares can nominate director candidates, with separate voting for non-independent and independent directors [2][3] - Nominees must provide detailed personal information and commit to fulfilling their duties if elected [3] Voting and Election of Directors - The voting process must be clearly explained to shareholders, ensuring they understand how to exercise their voting rights [3][4] - Specific voting methods are outlined, including limits on the number of votes per shareholder and the consequences of exceeding those limits [4][5] - Directors are elected based on the number of votes received, with a requirement that each elected director must receive more than half of the valid voting rights [5][6]
聚石化学: 会计师事务所选聘制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-14 16:24
Core Viewpoint - The document outlines the selection and management procedures for accounting firms by Guangdong Jushi Chemical Co., Ltd, aiming to enhance audit quality and protect shareholder interests [1][2]. Group 1: General Principles - The selection of accounting firms must comply with relevant laws and regulations, ensuring the integrity of financial reporting and audit quality [1]. - The company must not engage an accounting firm before obtaining approval from the board and shareholders [2]. Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess independent qualifications, relevant licenses, and a solid organizational structure [5]. - Firms must demonstrate familiarity with financial regulations and maintain confidentiality regarding company information [5]. Group 3: Selection Procedures - The audit committee is responsible for proposing the selection of accounting firms and overseeing the audit process [7]. - The selection process must be competitive and transparent, utilizing methods such as public bidding and competitive negotiation [9][10]. Group 4: Evaluation Criteria - Evaluation of accounting firms should focus on quality management, with a minimum weight of 40% for quality management in scoring [6]. - The average audit fee of all compliant firms serves as the benchmark for evaluating audit fee proposals [13]. Group 5: Contractual and Compliance Obligations - The company must sign an audit service agreement with the selected firm, with a typical engagement period of one year, subject to renewal [16]. - The audit committee must evaluate the performance of the accounting firm annually and report to the board [18]. Group 6: Termination and Replacement Procedures - The company must notify the accounting firm 10 days in advance before termination or non-renewal of the contract [22]. - Specific conditions warranting the replacement of an accounting firm include significant quality deficiencies or failure to meet deadlines [23][24]. Group 7: Supervision and Penalties - The company is required to disclose annual evaluations of the accounting firm's performance and the audit committee's oversight [29]. - Serious violations by the accounting firm may lead to penalties, including termination of the contract and potential financial liabilities [31].
聚石化学: 广东聚石化学股份有限公司章程(2025年7月)
Zheng Quan Zhi Xing· 2025-07-14 16:24
General Information - Guangdong Polyrocks Chemical Co., Ltd. is established as a joint-stock company in accordance with the Company Law of the People's Republic of China [1] - The company was registered with the Market Supervision Administration of Qingyuan City and obtained its business license [1] - The company was approved for public offering of 23,333,334 shares and listed on the Shanghai Stock Exchange on January 25, 2021 [1][2] - The registered capital of the company is RMB 121.333334 million [2] Business Objectives and Scope - The company's business objective is to enhance economic cooperation and technological exchange, producing high-quality products and developing new products to achieve satisfactory economic benefits [3] - The business scope includes manufacturing and sales of synthetic materials, engineering plastics, specialized chemical products, new membrane materials, and bio-based materials [3][4] Share Issuance and Structure - The company's shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice [4] - The total number of shares issued by the company is 121,333,334, all of which are common shares [4][5] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, attend and vote at shareholder meetings, supervise company operations, and access company documents [9][10] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not misuse their rights to harm the company or other shareholders [14][40] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the previous fiscal year [48] - Shareholder meetings require a quorum and decisions are made based on majority or two-thirds majority votes depending on the type of resolution [80][82] Governance and Management - The company is governed by a board of directors elected by shareholders, with the board responsible for executing company affairs [2][8] - The company has established an audit committee to oversee compliance and financial reporting [12] Financial Assistance and Share Repurchase - The company may provide financial assistance for acquiring its shares under specific conditions, with a limit of 10% of the total issued capital [5][6] - The company can reduce its registered capital and repurchase shares under certain circumstances, such as capital reduction or employee stock ownership plans [23][25]
聚石化学: 董事会薪酬与考核委员会工作细则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-14 16:23
Core Points - The document outlines the establishment and operational guidelines for the Compensation and Assessment Committee of Guangdong Jushi Chemical Co., Ltd. to enhance the governance structure and management of compensation for directors and senior management [1][2][3] Group 1: Committee Structure - The Compensation and Assessment Committee consists of three directors, including two independent directors [3] - The committee is chaired by an independent director, who is elected by the committee members and approved by the board [4] - The term of the committee aligns with that of the board, allowing for re-election [5] Group 2: Responsibilities and Authority - The committee is responsible for developing assessment standards and compensation policies for directors and senior management [2][3] - It conducts annual performance evaluations and supervises the execution of the compensation system [3][4] - The committee must submit its compensation plans for directors to the board for approval before presenting them to the shareholders [3][4] Group 3: Meeting Procedures - Meetings are convened as needed, with a minimum of three days' notice, although urgent meetings may bypass this requirement [5][6] - A quorum requires the presence of at least two-thirds of the committee members, and decisions are made by a majority vote [6][7] - Meeting records must be maintained for at least ten years, detailing attendance, resolutions, and voting outcomes [9][10]
聚石化学: 信息披露管理制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-14 16:23
Core Viewpoint - The document outlines the information disclosure management system of Guangdong Jushi Chemical Co., Ltd., emphasizing the importance of timely, fair, and accurate disclosure of significant information to protect the rights of shareholders and other stakeholders [2][3][4]. Group 1: Basic Principles of Information Disclosure - The company and related disclosure obligors must disclose all significant information that may impact stock trading prices or investment decisions [3][4]. - Information must be disclosed in a timely and fair manner, ensuring its authenticity, accuracy, and completeness [3][4][5]. - Disclosure should be based on objective facts or judgments with factual foundations, avoiding misleading statements [3][4][5]. Group 2: General Requirements for Information Disclosure - The company must disclose information reflecting its business, technology, finance, governance, competitive advantages, industry trends, and policy impacts, revealing risk factors and investment value [11][12]. - For long-term significant matters, the company should disclose progress in stages, timely indicating related risks [13][14]. - The company can voluntarily disclose information relevant to investors' value judgments, provided it does not conflict with legally required disclosures [14][15]. Group 3: Disclosure Procedures - Regular reports must be prepared and disclosed within specified timeframes, including annual, semi-annual, and quarterly reports [24][25]. - The company must ensure that all reports are reviewed and approved by the board of directors before disclosure [26][27]. - In the event of significant events, the company must immediately report the situation, including causes, current status, and potential impacts [33][34]. Group 4: Responsibilities and Management of Disclosure - The board secretary is responsible for managing information disclosure affairs and ensuring compliance with relevant regulations [40][41]. - All departments must report undisclosed significant information to the board secretary promptly [44][45]. - The company must maintain strict management of undisclosed significant information to prevent leaks [41][42].