Higold Group(001221)
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悍高集团: 会计师事务所选聘制度
Zheng Quan Zhi Xing· 2025-08-29 17:47
Core Viewpoint - The document outlines the selection system for accounting firms at Hanhigh Group Co., Ltd., aiming to standardize the hiring process, protect shareholder interests, and enhance the quality of audit work and financial information [2]. Group 1: General Principles - The selection of accounting firms must comply with relevant laws and regulations, including the "Management Measures for the Selection of Accounting Firms by State-owned Enterprises and Listed Companies" [2]. - The company must not engage an accounting firm for audit services before the board of directors and shareholders have reviewed and approved the selection [2]. Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must be legally established and possess the necessary qualifications to conduct securities and futures-related business as per regulatory requirements [4]. - Firms must have a fixed workplace, sound organizational structure, and effective quality control and internal management systems [4]. - The firms should be familiar with national financial and accounting laws and have a good reputation and record of professional quality [4]. Group 3: Selection Procedures - The audit committee, independent directors, or a third of the board can propose the hiring of accounting firms [3]. - The audit committee is responsible for overseeing the selection process, including developing policies, reviewing proposals, and evaluating the performance of the hired firms [3][4]. - The selection process must be competitive and transparent, utilizing methods such as competitive negotiations and public tenders [4]. Group 4: Evaluation Criteria - The evaluation of accounting firms must include factors such as audit fees, qualifications, professional history, quality management, and resource allocation [4][5]. - Quality management must be weighted at no less than 40% in the evaluation, while audit fees should not exceed 15% [5]. Group 5: Special Provisions for Reappointment - If the audit quality of the current accounting firm is deemed unsatisfactory, the company must consider reappointing a different firm [9]. - The audit committee must evaluate the performance of the accounting firm before reappointment, and if the evaluation is negative, a new firm must be hired [9]. Group 6: Supervision and Penalties - The audit committee is tasked with supervising the selection and performance of accounting firms, ensuring compliance with laws and internal standards [27]. - Serious violations by accounting firms can lead to penalties, including dismissal and financial liability for responsible individuals [28][29]. Group 7: Miscellaneous Provisions - The document will take effect upon approval by the board of directors and will be interpreted by the board [32][33].
悍高集团: 募集资金管理制度
Zheng Quan Zhi Xing· 2025-08-29 17:47
Core Viewpoint - The company has established a fundraising management system to regulate the use and management of raised funds, ensuring transparency and protecting investor interests [2][3]. Group 1: Fundraising Management Principles - The company defines fundraising as funds raised through stock issuance for specific purposes, excluding funds for equity incentive plans [2]. - The management system serves as a basic guideline for the use and management of raised funds, ensuring compliance by subsidiaries involved in fundraising projects [3]. - The company must ensure that raised funds are used only for publicly disclosed projects, with any changes requiring shareholder approval and proper disclosure [3][4]. Group 2: Fund Storage and Supervision - Upon receiving funds, the company must promptly complete verification procedures and store the funds in a designated account [4]. - A specialized account management system is implemented to enhance oversight of fund usage [4][5]. - The company must establish a tripartite supervision agreement with the sponsoring institution and the bank holding the funds, detailing the management and withdrawal conditions [5][6]. Group 3: Fund Usage Regulations - Funds must be used strictly according to the investment plan disclosed in the issuance application, and any significant deviations must be announced [6][12]. - The company is prohibited from using raised funds for high-risk investments or for providing financial assistance to others [12][13]. - Any temporary use of idle funds for cash management must be disclosed, including the reasons for idleness and the measures taken to ensure project continuity [8][9]. Group 4: Handling of Surplus Funds - Surplus funds should be used for ongoing or new projects, with a clear plan submitted for approval [10][11]. - The company must disclose the necessity and rationale for using surplus funds for cash management or temporary liquidity support [10][11]. - If surplus funds are to be permanently reallocated, the company must follow the appropriate approval and disclosure procedures [17][18]. Group 5: Project Changes and Reporting - Any changes to fundraising projects must be approved by the board and disclosed, including reasons and implications [13][14]. - The company must continuously monitor project progress and report any significant deviations from the investment plan [18][19]. - Annual reports must include a detailed account of the management and usage of raised funds, along with any necessary adjustments to the investment plan [18][19].
悍高集团: 关联交易管理制度
Zheng Quan Zhi Xing· 2025-08-29 17:47
悍高集团股份有限公司关联交易管理制度 悍高集团股份有限公司 第一章 总 则 第一条 为保证悍高集团股份有限公司(以下简称"公司")与关联人之间发 生的关联交易符合公平、公正、公开的原则,确保公司关联交易行为不损害公司 和股东的利益,特别是中小投资者的合法利益,根据《中华人民共和国公司法》 《中华人民共和国证券法》(以下简称"《证券法》")《深圳证券交易所股票上市 规则》 (以下简称"《股票上市规则》")、《悍高集团股份有限公司章程》(以下简 称"《公司章程》")及其他有关法律、法规和规范性文件的规定,特制定本制度。 第二条 公司的关联交易是指公司及其控股子公司与公司关联人之间发生的 转移资源或义务的事项。 第三条 公司的关联交易应当遵循以下基本原则: (一)平等、自愿、等价、有偿的原则; (二)公平、公正、公开的原则; (三)关联人如在股东会上享有表决权,除特殊情况外,均应对关联交易事 项回避表决; (四)与关联人有任何利害关系的董事,在董事会就该关联交易事项进行表 决时,应当回避;若因特殊情况无法回避,应按本制度规定程序参与表决,但必 须单独出具声明; (五)公司董事会应当根据客观标准判断该关联交易是否对公 ...
悍高集团: 防范控股股东或实际控制人及其他关联方资金占用管理制度
Zheng Quan Zhi Xing· 2025-08-29 17:47
Core Viewpoint - The company has established a management system to prevent the controlling shareholder or actual controller and other related parties from occupying company funds, aiming to protect the legitimate rights and interests of the company and minority shareholders [1][2]. Group 1: General Principles - The management system applies to the company and its subsidiaries included in the consolidated financial statements, focusing on fund management between the company and its controlling shareholder or actual controller [1]. - Fund occupation includes both operational and non-operational forms, such as funds occupied through related transactions and funds provided without proper compensation [1]. Group 2: Prevention Principles - The controlling shareholder or actual controller must not use related transactions or other means to infringe upon the company's funds and assets [3]. - The company must implement related transactions according to relevant regulations and ensure timely settlement to avoid abnormal operational fund occupation [3][4]. Group 3: Preventive Measures - The company should establish a long-term mechanism to prevent non-operational fund occupation and activate a "freeze upon occupation" mechanism if such behavior occurs [6]. - The board of directors and senior management are responsible for maintaining the safety of company funds and assets, adhering to established rules and regulations [6]. Group 4: Accountability and Penalties - Directors and senior management who assist or condone fund occupation will face disciplinary actions, and if losses occur, they must bear corresponding compensation responsibilities [7]. - The company will take effective measures against any infringement of assets by the controlling shareholder or actual controller, including legal actions if necessary [6][7]. Group 5: Additional Provisions - The management system will be revised and interpreted by the board of directors after being approved by the shareholders' meeting [8].
悍高集团: 悍高集团股份有限公司章程
Zheng Quan Zhi Xing· 2025-08-29 17:47
Core Points - The company is named Higold Group Co., Ltd., established in accordance with the Company Law of the People's Republic of China, with a registered capital of RMB 400.01 million [1][2] - The company aims to enhance the quality of human life by creating a globally recognized home hardware brand, focusing on innovation and providing a one-stop premium experience platform [1][2] - The company is authorized to issue 40.01 million shares, all of which are ordinary shares, with a par value of RMB 1 per share [2][3] Company Structure - The company is a joint-stock limited company, registered in Shunde District, Foshan City, with a unified social credit code [1] - The legal representative of the company is the chairman, who is also a director responsible for executing company affairs [1] - The company has established a Communist Party organization to conduct activities in accordance with the Party's regulations [1] Business Scope - The company's business scope includes research and development, manufacturing, wholesale, and retail of hardware products, kitchenware, household appliances, and various other related products [1][2] - The company is also involved in the development of new materials, internet sales, and various consulting services [2] Share Issuance and Management - The company follows principles of openness, fairness, and justice in issuing shares, ensuring equal rights for all shares of the same type [2][3] - The company can increase capital through various methods, including issuing shares to unspecified objects or existing shareholders [3][4] - The company is prohibited from providing financial assistance for others to acquire its shares, except under specific conditions approved by the board of directors [2][3] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, attend meetings, supervise management, and transfer their shares [6][7] - The company maintains a shareholder register based on records from the securities registration agency, ensuring transparency in ownership [6] - Shareholders are obligated to comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [11][12] Governance and Decision-Making - The company’s board of directors is responsible for convening shareholder meetings and making key decisions, including profit distribution and capital changes [13][14] - Shareholder meetings can be called by the board or by shareholders holding more than 10% of the shares, ensuring active participation in governance [18][19] - The company must disclose information regarding significant transactions and related party transactions to maintain transparency and protect shareholder interests [14][15]
悍高集团: 信息披露管理制度
Zheng Quan Zhi Xing· 2025-08-29 17:47
悍高集团股份有限公司信息披露管理制度 悍高集团股份有限公司 第一章 总则 第一条 为加强悍高集团股份有限公司(以下简称"公司")信息披露工作的 管理,规范公司的信息披露行为,提高信息披露质量,维护公司、投资者及其他利 益相关者的合法权益,根据《中华人民共和国公司法》(以下称"《公司法》")、 《中华人民共和国证券法》(以下称"《证券法》")、《上市公司信息披露管理 办法》(以下简称"《信披管理办法》")、《深圳证券交易所股票上市规则》(以 下简称"《股票上市规则》")等有关法律、法规以及《悍高集团股份有限公司章 程》(以下简称"《公司章程》")的相关规定。 第二条 本制度的适用范围:公司、公司直接或间接控股 50%以上的公司及纳 入公司合并会计报表的公司,部分条款适用于控股或参股本公司的股东。 第三条 本制度所称"信息披露"是指法律、法规、证券监管部门要求披露的 已经或可能对公司股票及其衍生品种交易价格产生重大影响的信息,在规定的时间 内、在规定的媒体上、按规定的程序及规定的方式向社会公众公布,并按规定程序 送达交易所和证券监管部门。 第四条 本制度所称"信息披露义务人"是指公司及其董事、高级管理人员、 股东 ...
悍高集团: 子公司管理制度
Zheng Quan Zhi Xing· 2025-08-29 17:47
Core Points - The document outlines the management system for subsidiaries of Hanhigh Group Co., Ltd, aiming to enhance control mechanisms and improve operational efficiency [2][3][4] Group 1: General Provisions - The management system is established to strengthen the company's control over its subsidiaries and protect investor interests [2] - Subsidiaries are defined as independent legal entities established by the company, including wholly-owned and controlled subsidiaries [2] - The system aims to improve risk control and enhance the company's overall operational efficiency and risk resistance [2][3] Group 2: Operational Norms - Subsidiaries must establish a sound corporate governance structure and internal management system in accordance with laws and regulations [4][6] - Major decisions such as asset restructuring, mergers, and financing must be approved by the company's board of directors [4][8] - Subsidiaries are required to provide timely and accurate information regarding their operational performance and financial status to the company's board [4][9] Group 3: Personnel Management - The company appoints directors, supervisors, and senior management for subsidiaries, ensuring compliance with legal and regulatory obligations [6][12] - Appointed personnel must adhere to the company's operational strategies and risk management policies [7][12] - Subsidiaries must implement the human resources management policies set by the group's HR department [13] Group 4: Financial Management - The company exercises vertical management over the financial accounting of subsidiaries, appointing financial management personnel as needed [9][14] - Subsidiaries must regularly report their financial status and are subject to internal audits [10][22] - Financial policies and estimates must comply with national accounting standards and the company's unified accounting policies [10][20] Group 5: Audit Supervision - An internal audit department is established to oversee the subsidiaries, with the authority to engage external auditors if necessary [12][27] - Subsidiaries are required to cooperate with internal audits and provide necessary documentation [12][29] - Any refusal to comply with audit requests is prohibited, ensuring accountability within the subsidiaries [12][30] Group 6: Supplementary Provisions - Any matters not covered by the system will be governed by relevant laws and the company's articles of association [15][31] - The board of directors is responsible for the formulation, modification, and interpretation of this management system [15][32]
悍高集团: 重大信息内部报告制度
Zheng Quan Zhi Xing· 2025-08-29 17:47
Core Viewpoint - The internal reporting system for significant information at Hanhigh Group Co., Ltd. aims to ensure the timely, accurate, and complete disclosure of information that may significantly impact the company's stock and investor decisions, in compliance with relevant laws and regulations [2][3]. Group 1: General Provisions - The internal reporting system is established to facilitate the rapid transmission and effective management of significant information within the company [2]. - The system applies to directors, senior management, and all departments, as well as wholly-owned, controlled, and affiliated subsidiaries [2][3]. Group 2: Scope of Significant Information - Significant information includes matters that may affect the company's stock price, such as board resolutions, major operational changes, significant transactions, and risk matters [3][6]. - Specific reporting thresholds are set, including transactions exceeding 10% of audited annual revenue or net profit, and absolute amounts over 1 million [3][6]. Group 3: Reporting Procedures and Management - Obligated reporters must notify the board secretary upon awareness of significant events, including during negotiations or when submitting matters for board review [6][8]. - Reports must be made in various forms, including written, phone, or electronic communication, and must be submitted within 24 hours of knowledge of significant information [8][9]. Group 4: Responsibilities and Confidentiality - The company emphasizes the responsibility of all departments and subsidiaries to report significant information accurately and timely, with a focus on maintaining confidentiality before public disclosure [10][13]. - The board secretary is responsible for analyzing reports and ensuring compliance with disclosure obligations [9][10].
悍高集团: 内幕信息知情人登记管理制度
Zheng Quan Zhi Xing· 2025-08-29 17:47
General Principles - The purpose of the insider information management system is to regulate the management of insider information, enhance confidentiality, and maintain the principles of public, fair, and just information disclosure [2][3] - The Board of Directors is designated as the management body for insider information, and no department or individual may disclose insider information without Board approval [2][3] Definition and Scope of Insider Information - Insider information refers to undisclosed information that significantly impacts the company's operations, finances, or securities market prices [4][5] - Categories of insider information include major changes in business policies, significant investments, important contracts, major debts, and significant losses [4][5][6] Insider Information Recipients - Insider information recipients include company directors, senior management, shareholders holding more than 5% of shares, and other personnel who can access insider information due to their roles [3][4] - Specific categories of insider information recipients also encompass individuals involved in significant events that could affect the company's securities trading prices [3][4] Registration and Record-Keeping - The company must maintain a record of insider information recipients, including their names, positions, and the nature of the insider information they are privy to [6][8] - The Board of Directors is responsible for ensuring the accuracy and completeness of the insider information recipient records [6][8] Legal Responsibilities and Penalties - Insider information recipients are obligated to maintain confidentiality and are prohibited from trading or suggesting trades based on insider information [11][12] - Violations of these obligations may result in penalties or legal action, including criminal prosecution if warranted [11][12] Miscellaneous Provisions - The insider information management system is subject to relevant laws and regulations, and any conflicts with existing laws will defer to the latter [14] - The Board of Directors is responsible for the formulation, revision, and interpretation of this system, which takes effect upon approval [14]
悍高集团: 信息披露暂缓与豁免管理制度
Zheng Quan Zhi Xing· 2025-08-29 17:47
Core Viewpoint - The company has established a management system for the deferral and exemption of information disclosure to ensure compliance with legal obligations and protect investors' rights [1][2][3]. Group 1: Information Disclosure Management - The company and related information disclosure obligors must disclose information truthfully, accurately, completely, timely, and fairly, and cannot misuse deferral or exemption to evade disclosure obligations or mislead investors [1][2]. - Deferral or exemption of disclosure is applicable when the information involves state secrets or commercial secrets that could lead to unfair competition or harm the interests of the company or others [2][3]. Group 2: Procedures for Deferral and Exemption - The company must document the reasons for deferring or exempting disclosure, including the internal review process and the circumstances under which the information must be disclosed [4][5]. - The decision to defer or exempt disclosure must be made by the general manager's office or the board of directors, depending on the nature of the information [4][6]. Group 3: Confidentiality Obligations - Company directors and other insiders have a duty to maintain confidentiality regarding deferred or exempted information and must limit the number of individuals who are aware of such information [5][6]. - Any breach of confidentiality or failure to report deferral or exemption matters may result in internal disciplinary actions or legal consequences [6][7]. Group 4: Documentation and Reporting - The company is required to submit relevant documentation regarding deferred or exempted disclosures to the regulatory authorities within ten days after the announcement of periodic reports [5][6]. - The management system includes specific forms for documenting deferral and exemption requests, ensuring that all necessary information is accurately recorded [8][9].