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南京公用: 重大信息内部报告制度
Zheng Quan Zhi Xing· 2025-05-27 09:25
南京公用发展股份有限公司 二○二五年五月 南京公用发展股份有限公司 第一章 总 则 第一条 为规范南京公用发展股份有限公司(以下简称"公司")的重大信息 内部报告工作,保证公司内部重大信息的传递、归集和有效管理,使公司能够真 实、准确、完整、及时、充分地履行信息披露义务,维护投资者的合法权益,依 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》 《深圳证券交易所股票上市规则》 《深圳证券交易所上市公司自律监管指引 第1号——主板上市公司规范运作》等法律、规章及《公司章程》的有关规定, 结合公司的实际情况,制定本制度。 第二条 公司重大信息内部报告制度是指当出现、发生或即将发生可能对公 司股票及其衍生品种的交易价格产生较大影响的情形或事件出现时,按照本制度 规定负有报告义务的报告人应及时将相关信息向公司报告的制度。 第三条 本制度所称"信息报告义务人"是指公司及其董事、高级管理人员、 股东、实际控制人,收购人,重大资产重组、再融资、重大交易有关各方等自然 人、单位及其相关人员,破产管理人及其成员,以及法律、行政法规和中国证券 监督管理委员会(以下简称"中国证监会")规定的其他 ...
南京公用: 信息披露管理制度
Zheng Quan Zhi Xing· 2025-05-27 09:25
Core Points - The company has established a comprehensive information disclosure management system to ensure compliance with relevant laws and regulations, protecting investors' rights and interests [1][2][3] - Information disclosure must be timely, accurate, complete, and fair, with a prohibition on selective disclosure or misleading statements [2][5] - The board of directors and senior management are responsible for ensuring the integrity of disclosed information and must adhere to strict procedures for preparing and reviewing reports [5][17] Group 1: Information Disclosure Obligations - The company must disclose information that significantly impacts investors' value judgments and investment decisions [4][5] - Regular reports include annual, semi-annual, and quarterly reports, which must be completed and disclosed within specified timeframes [11][12] - Major events that could affect the company's securities trading must be disclosed immediately, including significant financial changes or legal issues [21][22] Group 2: Reporting Procedures - The board of directors must approve all periodic reports, and financial information must be audited by a qualified accounting firm [5][17] - The company must ensure that all disclosed information is available in both Chinese and foreign languages, maintaining consistency between the two [10] - The company must report any significant changes in shareholder structure or control, as well as any major asset transactions [26][40] Group 3: Responsibilities and Accountability - The chairman of the board is the primary responsible person for information disclosure, with all board members sharing joint responsibility [29][53] - The company must take necessary measures to limit the number of individuals who have access to undisclosed major information [49] - Violations of disclosure obligations may result in administrative and legal consequences for responsible individuals [55][56]
南京公用: 董事会秘书工作细则
Zheng Quan Zhi Xing· 2025-05-27 09:25
Core Points - The company aims to enhance its operational standards by establishing guidelines for the role of the board secretary, ensuring compliance with relevant laws and regulations [1][2] - The board secretary is appointed by the board and serves as the liaison between the company and regulatory bodies, responsible for legal obligations and information disclosure [1][3] Section Summaries General Provisions - The company has established rules to improve the operational standards of the board secretary, based on various legal frameworks [1] - The board secretary is a senior management position, nominated by the chairman and appointed by the board [1] Qualifications for the Board Secretary - The board secretary must possess good personal qualities, professional knowledge in finance, law, and management, and relevant work experience [2] - Required documents for the board secretary's appointment include qualification certificates and training proofs [2] Responsibilities and Authority - The board secretary is responsible for coordinating information disclosure, managing investor relations, and ensuring compliance with disclosure regulations [3][4] - The board secretary has the authority to access financial and operational information and report any obstructions to the regulatory body [5] Appointment and Dismissal Procedures - The board secretary is nominated by the chairman and must be appointed within three months of a vacancy [6] - The company must provide valid reasons for dismissing the board secretary and report any changes to the regulatory body [6] Assessment and Rewards - The board determines the compensation and evaluation of the board secretary, who is subject to accountability for any legal violations [7]
南京公用: 募集资金使用管理制度
Zheng Quan Zhi Xing· 2025-05-27 09:25
南京公用发展股份有限公司 (尚需经公司股东大会审议通过) 二○二五年五月 南京公用发展股份有限公司 第一章 总则 第一条 为规范公司募集资金的管理和使用,最大限度地保障投资者的利益, 依据《中华人民共和国公司法》《中华人民共和国证券法》《深圳证券交易所股 票上市规则》《首次公开发行股票注册管理办法》《上市公司证券发行注册管理 办法》《上市公司信息披露管理办法》等法律、法规及《公司章程》的有关规定, 结合公司的实际情况,制定本制度。 第三条 公司募集资金应当专款专用。公司使用募集资金应当符合国家产业 政策和相关法律法规,践行可持续发展理念,履行社会责任,原则上应当用于主 营业务,有利于增强公司竞争能力和创新能力。募集资金不得用于持有财务性投 资,不得直接或者间接投资于以买卖有价证券为主要业务的公司。 第四条 公司应当建立并完善募集资金存放、管理、使用、改变用途、监督 和责任追究的内部控制制度,明确募集资金使用的分级审批权限、决策程序、风 险控制措施及信息披露要求,规范使用募集资金。 公司董事会应当持续关注募集资金存放、管理和使用情况,有效防范投资风 险,提高募集资金使用效益。 第五条 公司的控股股东、实际控制人 ...
南京公用: 市值管理制度
Zheng Quan Zhi Xing· 2025-05-27 09:25
Core Viewpoint - The company aims to enhance its market value management practices to improve investment value and shareholder returns while ensuring compliance with relevant laws and regulations [2][3][8] Group 1: Purpose and Principles of Market Value Management - The primary goal of market value management is to align market value with intrinsic value through strategic planning, governance, and sustainable value creation [2][3] - Key principles include compliance with laws, scientific and systematic approaches, holistic management across business units, and proactive engagement with market dynamics [3][4] Group 2: Responsibilities and Structure - The board of directors leads market value management, with the board secretary responsible for execution and coordination among various departments [4][5] - The board should focus on enhancing company quality and consider investor interests in major decisions, maintaining a balance between market performance and intrinsic value [4][5] Group 3: Main Strategies for Market Value Management - Strategies include mergers and acquisitions to strengthen core competencies, implementing equity incentives and employee stock ownership plans to align interests, and establishing a clear dividend policy to enhance shareholder returns [6][7] - Effective investor relations management and transparent information disclosure are crucial for building investor trust and facilitating informed decision-making [6][7] - Share buybacks may be conducted to stabilize market value and boost investor confidence, alongside other legally compliant methods [7][8]
南京公用: 投资者关系管理制度
Zheng Quan Zhi Xing· 2025-05-27 09:25
Core Viewpoint - The company aims to enhance investor relations management to improve communication with investors, protect their rights, and promote corporate governance and overall value [1][2]. Group 1: Purpose and Principles of Investor Relations Management - The purpose of investor relations management is to encourage investors to enhance their shareholder awareness and actively participate in related activities [2]. - The basic principles include compliance, equality, proactivity, and honesty [2][3]. Group 2: Organization and Implementation of Investor Relations Management - The board secretary is responsible for investor relations management, overseeing activities and ensuring effective communication [3][4]. - The legal affairs department handles daily investor relations tasks and ensures compliance with regulations [3]. Group 3: Responsibilities and Activities - Key responsibilities include drafting management systems, organizing communication activities, handling investor inquiries, and maintaining communication channels [3][4]. - The company must avoid disclosing non-public information and ensure fair treatment of all investors, especially minority shareholders [4][5]. Group 4: Communication Channels and Methods - The company should utilize multiple channels such as the official website, new media platforms, and direct communication methods like meetings and roadshows to engage with investors [6][7]. - Regular updates and responses to investor inquiries should be provided through established communication platforms [7][8]. Group 5: Investor Rights and Support - The company must support investors in exercising their rights and actively cooperate with investor protection organizations [9][10]. - In case of disputes, the company should facilitate mediation and respond promptly to investor requests [9][10].
南京公用: 提名委员会工作细则
Zheng Quan Zhi Xing· 2025-05-27 09:25
Core Points - The company establishes a Nomination Committee to optimize the board composition and improve corporate governance [1][2] - The Nomination Committee consists of five members, including three independent directors [2][4] - The committee is responsible for reviewing the qualifications of directors and senior management, and making recommendations to the board [2][3] Composition - The Nomination Committee is composed of five directors, with a majority being independent directors [2][4] - The chairman of the committee is an independent director, elected by the committee members [1][2] Responsibilities - The committee's main responsibilities include suggesting the size and composition of the board, establishing selection criteria for directors and senior management, and conducting searches for qualified candidates [2][3] - The committee must document and disclose any reasons if the board does not adopt its recommendations [2][3] Decision-Making Process - The committee is accountable to the board and must submit its proposals for board review, which then require shareholder approval [2][3] - The committee is required to collaborate with relevant departments within the company during its decision-making process [3][4] Meeting Rules - The committee meets annually as needed, with prior notification to all members [4][5] - Meetings can include company directors and senior management as needed, and may involve hiring external advisors for professional opinions [4][5] Additional Provisions - The rules governing the committee are subject to revision and interpretation by the board [5] - The guidelines take effect upon approval by the board and replace previous versions [5]
南京公用: 董事离职管理制度
Zheng Quan Zhi Xing· 2025-05-27 09:25
Core Points - The document outlines the procedures and responsibilities related to the resignation of directors at Nanjing Public Utilities Development Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] Group 1: Resignation Procedures - Directors automatically resign upon the expiration of their term unless re-elected by the shareholders [2] - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon delivery to the board [3] - The company must disclose the resignation details within two trading days and complete the re-election within 60 days to maintain compliance with legal requirements [2][3] Group 2: Responsibilities of Resigning Directors - Resigning directors must complete all handover procedures within five days, including transferring relevant documents and files [4] - Directors are required to fulfill any public commitments made during their tenure, even after resignation [4][5] - Confidentiality obligations regarding company secrets remain in effect after resignation until the information becomes public [4][5] Group 3: Shareholding Management - Resigning directors are prohibited from transferring their shares within six months post-resignation [6][7] - Any changes in shareholding must comply with previously made commitments regarding shareholding ratios and durations [7][8] - The board secretary is responsible for monitoring shareholding changes and reporting to regulatory authorities if necessary [7][8]
南京公用: 关于召开2025年第一次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-05-27 09:14
证券代码:000421 股票简称:南京公用 公告编号:2025-36 南京公用发展股份有限公司 本公司及董事会全体成员保证信息披露的内容真实、准确、完 整,没有虚假记载、误导性陈述或重大遗漏。 部门规章、规范性文件和《公司章程》相关规定和要求。 (1)现场会议召开时间:2025 年 6 月 12 日 14:30 (2)网络投票时间:通过深圳证券交易所交易系统进行网络投票的时间为 2025 年 6 月 12 日 9:15—9:25,9:30—11:30 和 13:00—15:00;通过深圳证券交易所互联 网投票系统投票的时间为 2025 年 6 月 12 日 9:15-15:00。 (1)于 2025 年 6 月 6 日(星期五)下午收市时在结算公司登记在册的公司全 体普通股股东均有权出席股东大会,并可以以书面形式委托代理人出席会议和参加 表决,该股东代理人不必是本公司股东。 (2)公司董事、监事和高级管理人员; (3)公司聘请的律师; (4)根据相关法规应当出席股东大会的其他人员。 技创新综合体 A4 号楼。 南京公用发展股份有限公司(以下简称"公司")于 2025 年 5 月 27 日召开第 十二届董事会十 ...
南京公用: 内幕信息知情人登记管理制度
Zheng Quan Zhi Xing· 2025-05-27 09:14
Core Viewpoint - The company has established a comprehensive insider information management system to ensure confidentiality and compliance with relevant laws and regulations regarding insider trading and information disclosure [1][2][3]. Group 1: Insider Information Management - The board of directors is responsible for managing insider information, with the chairman as the primary responsible person and the board secretary handling the registration and reporting of insider information [1][2]. - No department or individual is allowed to disclose insider information without board approval or the board secretary's consent [2][3]. - Insider information is defined as non-public information that could significantly impact the company's market price, including major operational changes, significant investments, and financial difficulties [6][7]. Group 2: Scope of Insider Information - Insider information includes major events that could affect stock prices, such as significant changes in business strategy, major asset transactions exceeding 30% of total assets, and significant losses or debts [6][7]. - It also encompasses events that could impact bond trading prices, such as changes in credit ratings and significant asset sales [6][7]. Group 3: Insider Personnel - Insider information personnel include company directors, senior management, and other individuals who can access insider information due to their roles [8][9]. - The company must maintain accurate records of all individuals who have access to insider information, including the time and manner in which they received it [10][11]. Group 4: Registration and Reporting - The company is required to document and report insider information personnel to the Shenzhen Stock Exchange when disclosing significant events such as major asset restructurings and stock issuances [12][13]. - All records related to insider information must be kept for at least ten years and made available for regulatory review [10][11]. Group 5: Supervision and Legal Responsibility - The company and its insiders must limit the number of individuals with access to insider information and ensure that any disclosure is managed by designated personnel [19][20]. - Violations of insider information regulations can lead to penalties, including legal action against those who leak information or engage in insider trading [21][22].