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中兴商业(000715) - 关于选举第九届董事会职工代表董事的公告
2025-07-15 09:45
证券简称:中兴商业 证券代码:000715 公告编号:ZXSY2025-41 中兴—沈阳商业大厦(集团)股份有限公司 关于选举第九届董事会职工代表董事的公告 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。 张镝,男,1969 年 1 月出生,本科学历。曾任中兴—沈阳商业 大厦(集团)股份有限公司财务部主管,人事部部长助理,运动服饰 卖区经理助理、党支部书记,法律事务部部长兼行政党支部书记,审 监法务部副部长,第八届监事会职工代表监事;现任中兴—沈阳商业 大厦(集团)股份有限公司审监法务部部长。 截至目前,其本人未直接持有公司股份,通过公司 2023 年员工 持股计划间接持有公司股份 64,870 股,与持有公司 5%以上股份的股 东、实际控制人、公司其他董事、高级管理人员不存在关联关系,不 存在《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》第 3.2.2 条第一款规定的不得被提名担任上市公司董事 的情形,未受到中国证监会及其他有关部门的处罚及证券交易所纪律 处分、公开谴责或者通报批评,不存在因涉嫌犯罪被司法机关立案侦 查或涉嫌违法违 ...
湖南省株洲市天元区市场监督管理局食品抽检信息公示2025年第1期
Zhong Guo Zhi Liang Xin Wen Wang· 2025-07-10 10:27
食品安全温馨提示:消费者应当选择正规渠道购买食品并保留相应购物凭证,不在无证食品摊点选购食品,不购买有异色异味或来历不明的食品。 特此公告! 株洲市天元区市场监督管理局 2025年7月9日 食品抽检信息 | | | 样 | 标称 | | 被抽样 | | | | 生产 | | 承 | | 检 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 序 号 | 样品名 称 | 品 亚 | 生产 企业 | 标称生产企 业地址 | 单位名 | 被抽样单位地址 | 规格型号 | 商标 | 日期/ | 项目 | 检 机 | 抽样单编号 | 验 结 | | | | 类 | 名称 | | 称 | | | | 批号 | | 构 | | 论 | | 1 | 道道全 纯正菜 | 食 用 植 | 道道 全粮 油岳 阳有 | 湖南省岳阳 城陵矶新港 区长江大道 | 天元区 兵兵便 | 湖南省株洲市天元区 荟合路56号城际空间 | 1.8升/瓶 | 道道 全和 | 2024- 09-12 | 乙基麦芽酚,铅(以Pb ...
中兴商业: 董事会提名委员会关于第九届董事会董事候选人任职资格的审查意见
Zheng Quan Zhi Xing· 2025-07-08 13:15
Core Viewpoint - The Nomination Committee of Zhongxing-Shenyang Commercial Building (Group) Co., Ltd. has reviewed the qualifications of candidates for the ninth board of directors, confirming compliance with relevant laws and regulations [1][2]. Group 1 - The nomination process for the non-independent and independent director candidates has obtained their consent and adheres to the requirements of the Company Law and the Articles of Association [1]. - The candidates, including Fang Mingxian, Tang Guilin, Qu Dayong, Bai Yu, Fan Tiefu, Wang Peng, Wu Fengjun, He Haiying, and Jiang Yapeng, do not fall under any disqualifying conditions as per the Shenzhen Stock Exchange's guidelines [2]. - All independent director candidates possess the necessary qualifications, including independent director certification, professional knowledge, work experience, and capabilities required for their roles [2].
中兴商业: 上市公司独立董事候选人声明与承诺(何海英)
Zheng Quan Zhi Xing· 2025-07-08 13:15
Core Viewpoint - The independent director candidate, He Haiying, has declared and committed to meeting all qualifications and independence requirements as stipulated by relevant laws and regulations for the position at Zhongxing-Shenyang Commercial Building (Group) Co., Ltd [1][6]. Group 1: Candidate Qualifications - The candidate has undergone qualification review by the company's nomination committee and confirms no relationships that could affect independence [1]. - The candidate affirms compliance with the Company Law of the People's Republic of China regarding disqualifications for serving as a director [1]. - The candidate meets the requirements set forth by the China Securities Regulatory Commission and the Shenzhen Stock Exchange for independent directors [1][6]. Group 2: Independence Assurance - The candidate guarantees no direct or indirect shareholding in the company or its major shareholders [3][4]. - The candidate confirms no significant business dealings with the company or its controlling shareholders [4]. - The candidate has not been subject to any disqualifications or penalties by the China Securities Regulatory Commission or other regulatory bodies [5][6]. Group 3: Commitment to Responsibilities - The candidate acknowledges the responsibilities of an independent director and commits to providing accurate and complete information [6]. - The candidate will report any changes in qualifications to the board and resign if independence is compromised [6]. - The candidate authorizes the company to disclose this declaration and related information to the Shenzhen Stock Exchange [6].
中兴商业: 关于董事会换届选举的公告
Zheng Quan Zhi Xing· 2025-07-08 13:15
Core Viewpoint - The company is preparing for the election of its ninth board of directors, following the expiration of the current board's term, in accordance with relevant laws and regulations [1][2]. Group 1: Board Composition - The ninth board of directors will consist of 9 members, including 5 non-independent directors, 3 independent directors, and 1 employee representative director [1][2]. - The election will be conducted through a cumulative voting system at the upcoming extraordinary shareholders' meeting [2]. Group 2: Director Candidates - The candidates for non-independent directors include Fang Mingxian, Tang Guilin, Qu Dayong, Bai Yu, Fan Tiefu, and Wang Peng [2]. - The candidates for independent directors are Wu Fengjun, He Haiying, and Jiang Yapeng [2]. - The election will involve a differential voting process as there are 6 candidates for 5 positions among non-independent directors [2]. Group 3: Current Board's Responsibilities - The current board will continue to fulfill its duties until the new board is officially appointed [3]. - The company expresses gratitude for the contributions made by the current board during their tenure [3]. Group 4: Candidate Qualifications - All nominated candidates meet the qualifications set forth by the Company Law and relevant regulations, with no disqualifying factors reported [4][5][6][7][8][9][10][12][13][14][15].
中兴商业: 董事会议事规则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-08 13:15
Core Points - The document outlines the rules for the board of directors of ZTE-Shenyang Commercial Building (Group) Co., Ltd, aiming to standardize decision-making processes and enhance governance [1][2][3] Chapter Summaries Chapter 1: General Principles - The board of directors is the decision-making body of the company, responsible to the shareholders' meeting and ensuring compliance with laws and regulations [1][2] - The securities department handles daily affairs of the board [1] Chapter 2: Composition and Powers of the Board - The board consists of 9 directors, including a chairman and potentially a vice-chairman, with at least one-third being independent directors [2] - The board has various powers, including convening shareholder meetings, executing resolutions, and deciding on major operational plans and investments [2][3] Chapter 3: Powers of the Chairman - The chairman presides over meetings, ensures execution of board resolutions, and has special authority in emergencies [3][4] Chapter 4: Board Meetings - The board must meet at least twice a year, with meetings convened by the chairman [4][5] - Special meetings can be called under specific circumstances, such as shareholder requests or regulatory requirements [4][5] Chapter 5: Meeting Procedures - Meetings require a quorum of over half the directors, and decisions must be made through a majority vote [6][7] - Directors must attend meetings in person or delegate their voting rights appropriately [8][9] Chapter 6: Documentation and Record-Keeping - Meeting records must be maintained for at least 10 years, including minutes, attendance, and voting results [12][13]
中兴商业: 累积投票制实施细则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-08 13:15
Core Points - The implementation details of the cumulative voting system aim to enhance corporate governance and ensure that all shareholders can fully exercise their rights [1][2] - The cumulative voting system allows shareholders to concentrate their voting rights on one candidate or distribute them among multiple candidates during the election of directors [4][5] Summary by Sections Cumulative Voting System - The cumulative voting system grants each share the same number of voting rights as the number of directors to be elected, allowing shareholders to use their voting rights collectively [1][2] - The system applies when a single shareholder and their concerted parties hold 30% or more of the shares or when electing more than two independent directors [2] Voting Procedures - Independent and non-independent directors are elected through separate voting processes, with shareholders' voting rights calculated based on their shares multiplied by the number of directors to be elected [2][3] - Shareholders can choose to concentrate their votes on one candidate or distribute them among several candidates, with the total votes used not exceeding their legal voting rights [3][4] Election Results - The minimum effective voting rights required for a director to be elected must exceed half of the valid voting rights held by shareholders present at the meeting [3][4] - In case of a tie among candidates, a second round of voting will be conducted to determine the elected directors [4] Additional Provisions - The chairman of the meeting must inform shareholders about the cumulative voting method and provide explanations on the voting process [5] - The implementation details will take effect from the date of the shareholders' meeting resolution and will be subject to relevant national laws and regulations [5]
中兴商业: 公司章程(2025年7月)
Zheng Quan Zhi Xing· 2025-07-08 13:15
General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior according to relevant laws and regulations [1][4] - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [1][3] Business Objectives and Scope - The company's business objective is to serve society and contribute to the people, employing advanced management methods to continuously improve economic and social benefits [5] - The company is engaged in various licensed and general business activities, including food services, medical services, retail of daily necessities, and property management [5][6] Shares - The company issues shares in the form of stocks, with each share having a face value of one yuan [7][8] - The total number of ordinary shares approved for issuance is 120 million, with 90 million shares issued to founding investors at the establishment [7][8] - The company has issued a total of 540,434,622 shares, all of which are ordinary shares [7][8] Shareholders and Shareholder Meetings - Shareholders have rights to dividends, request meetings, supervise company operations, and transfer their shares according to the law [13][34] - The company must hold an annual general meeting within six months after the end of the previous fiscal year [48] - Shareholder meetings can be convened by the board of directors or at the request of shareholders holding more than 10% of the shares [54][55] Board of Directors and Management - The board of directors is responsible for the company's operations and must report to the shareholders [46][75] - The chairman of the board serves as the legal representative of the company [3][4] - The company must establish a party organization to ensure political leadership and direction [4] Financial Accounting and Auditing - The company must maintain a financial accounting system and conduct internal audits [8] - The appointment of external auditors must be approved by the shareholders [8] Amendments to the Articles of Association - The articles of association can be amended by a special resolution passed at a shareholder meeting [83] - Any amendments must comply with the Company Law and other relevant regulations [83]
中兴商业: 对外担保管理制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-08 13:15
General Principles - The company establishes a management system for external guarantees to regulate its guarantee behavior and prevent risks, ensuring asset safety in accordance with relevant laws and regulations [1] - External guarantees refer to the company providing guarantees for debts owed by third parties, including guarantees for its controlling subsidiaries [1] Decision-Making Authority - External guarantee matters must be reviewed by the board of directors or the shareholders' meeting, requiring a majority approval from attending directors and a two-thirds majority for certain cases [2][3] - Guarantees exceeding 10% of the company's latest audited net assets or 50% of total guarantees require shareholders' meeting approval [3] Application and Review Process - The finance department is responsible for receiving and reviewing guarantee applications, which must be submitted at least 30 working days in advance [4][5] - The company must assess the creditworthiness of the guaranteed party and ensure compliance with legal and policy requirements before granting guarantees [4][5] Daily Management of Guarantees - The finance department manages the daily operations of external guarantees, ensuring proper documentation and compliance with approval processes [6][7] - The company must monitor the financial status of guaranteed parties and take necessary actions if their conditions deteriorate [6][7] Information Disclosure - The company is obligated to disclose information regarding external guarantees in accordance with stock exchange rules and company regulations [8] - Any department involved in guarantee matters must report to the board secretary to ensure timely information disclosure [8] Responsibilities of Related Personnel - The board of directors has the authority to impose penalties on personnel responsible for unauthorized guarantees that harm the company's interests [9][10] - Personnel who engage in fraudulent activities or negligence leading to losses for the company may face disciplinary actions and financial liability [10]
中兴商业: 董事、高级管理人员薪酬管理制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-08 13:14
Core Points - The article outlines the compensation management system for directors and senior management of Zhongxing-Shenyang Commercial Building (Group) Co., Ltd, aimed at enhancing management efficiency and company performance [1][2] - The system is designed to establish effective incentive and restraint mechanisms to motivate employees and ensure the achievement of annual operational goals [1] Summary by Sections General Principles - The compensation management system applies to directors and senior management, including independent directors, internal directors, external directors, and senior management personnel [1][2] - The basic principles of the compensation management include: - Value contribution-oriented principle - Performance-linked compensation principle - External competitiveness and internal fairness principle - Correspondence between job treatment and position requirements principle [2] Organizational Structure - The shareholders' meeting decides the compensation for directors, while the board of directors determines the compensation for senior management [2] - The Compensation and Assessment Committee of the board is responsible for drafting, supervising, and implementing the compensation management system [2] Compensation Structure, Assessment, and Distribution - Independent directors receive a fixed allowance based on the shareholders' meeting resolution, paid annually [3] - External directors do not receive any allowances from the company [3] - Internal directors' compensation is based on different salary levels corresponding to their positions, while employee representative directors' compensation is determined through performance assessments by management [4] - Senior management operates on an annual salary system, with the chairman's salary capped at 1.76 million RMB per year, the president's salary capped at 1.43 million RMB per year, and other senior management capped at 1.1 million RMB per year [4] - The annual salary consists of a base salary and a performance-based bonus, with specific percentages allocated for different payment schedules [4] Restraint Mechanism - The company may reduce or withhold bonuses or allowances for directors and senior management under certain circumstances, such as public reprimands or significant violations of regulations [5] Supplementary Provisions - Any matters not covered by this system will be executed according to relevant national laws and regulations [5] - The system is drafted by the Compensation and Assessment Committee and takes effect after approval by the shareholders' meeting [5]