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达实智能: 《重大信息内部报告制度》(2025年8月)
Zheng Quan Zhi Xing· 2025-08-14 09:15
Core Viewpoint - The company has established a significant internal information reporting system to ensure timely, accurate, and complete disclosure of information that may impact its stock price and derivatives trading [1][2]. Group 1: Internal Reporting Obligations - The internal reporting system mandates that relevant personnel must report significant information to the board of directors through the board secretary when events occur that could materially affect the company's stock price [1][2]. - The board secretary is responsible for managing the company's external information disclosure, including periodic and temporary reports [1][2]. - Individuals with reporting obligations include board members, senior management, major department heads, shareholders holding more than 5% of shares, and other relevant personnel [1][2][3]. Group 2: Reporting Triggers - Reporting obligations are triggered by various significant events, including proposed matters for board review, major transactions exceeding certain thresholds, and related party transactions [2][3]. - Specific thresholds for reporting include transactions involving assets with a total value exceeding 10% of the company's audited annual revenue or net profit, and significant litigation or arbitration matters exceeding 10 million RMB [2][3][4]. Group 3: Reporting Procedures - Relevant personnel must report significant information immediately upon awareness, using direct communication with the board secretary and submitting written documentation within 24 hours [6][7]. - The company implements a real-time reporting system, ensuring that all significant information is reported accurately and without omissions [7][8]. - The first responsible person in each department is tasked with collecting and verifying relevant information and designating a liaison for information disclosure [7][8]. Group 4: Confidentiality and Training - Individuals with access to undisclosed information must maintain confidentiality and are prohibited from insider trading or manipulating stock prices [8]. - The board secretary is responsible for conducting regular training for personnel on corporate governance and information disclosure to ensure compliance with reporting obligations [8][9]. Group 5: Accountability and Compliance - Failure to report significant information accurately or timely may result in disciplinary actions against responsible individuals, including potential termination and liability for damages [8][9]. - The board of directors is responsible for revising and interpreting the internal reporting system, which becomes effective upon board approval [9].
达实智能: 《信息披露管理制度》(2025年8月)
Zheng Quan Zhi Xing· 2025-08-14 09:15
Core Viewpoint - The document outlines the information disclosure management system of Shenzhen Dash Smart Co., Ltd, emphasizing the importance of timely, accurate, and complete disclosure of information to protect the rights of shareholders and other stakeholders [1][2]. Group 1: Information Disclosure Obligations - The information disclosure obligations apply to the company, its directors, senior management, shareholders, and other relevant parties [1][2]. - Information must be disclosed simultaneously to all investors and should not be leaked to any individual or organization in advance [2][3]. - The company must ensure that disclosed information is true, accurate, complete, and easy to understand, avoiding any misleading statements or omissions [2][3]. Group 2: Types of Disclosure - The types of disclosure include periodic reports (quarterly, semi-annual, and annual reports) and temporary reports (notices of shareholder meetings, board resolutions, asset acquisition or sale announcements, etc.) [1][3]. - The company is required to disclose any information that could significantly impact investors' value judgments and investment decisions [3][4]. Group 3: Reporting Procedures - The company must prepare and disclose annual reports within four months after the end of each fiscal year, semi-annual reports within two months after the first half of the year, and quarterly reports within one month after the end of each quarter [4][5]. - If the company anticipates delays in disclosing periodic reports, it must announce the reasons and the expected deadline for disclosure [5][6]. Group 4: Temporary Reports - Temporary reports must be issued immediately for significant events that could impact the company's stock price, including major operational changes, significant investments, or changes in major shareholders [7][8]. - The company must disclose any major events that occur before the information reaches the public, detailing the cause, current status, and potential impact [7][8]. Group 5: Internal Control and Compliance - The board of directors and senior management are responsible for ensuring the accuracy and completeness of disclosed information, with a focus on compliance with legal and regulatory requirements [21][22]. - The company must maintain a robust internal control system to manage financial information and ensure compliance with disclosure obligations [77][78]. Group 6: Confidentiality and Exceptions - The company may defer or exempt disclosure of information that involves state secrets or commercial secrets under specific conditions [58][59]. - Information that is not publicly disclosed must be kept confidential by insiders, who are prohibited from trading based on undisclosed information [76][78].
达实智能: 《财务负责人管理制度》(2025年8月)
Zheng Quan Zhi Xing· 2025-08-14 09:14
Core Points - The document outlines the management system for the financial officer of Shenzhen Dash Smart Co., Ltd, aiming to standardize behavior, improve financial work quality, and ensure regulatory compliance [1][2] - The financial officer is responsible for managing and supervising financial and accounting activities, ensuring the authenticity and accuracy of financial data [1][3] - The document specifies qualifications, responsibilities, and accountability measures for the financial officer, including conditions for appointment and grounds for dismissal [2][5][7] Summary by Sections General Provisions - The financial officer is a senior management position responsible for financial management and supervision [1] - Regular participation in management meetings and reporting to the board is required [1] Qualifications of the Financial Officer - Must have over 5 years of experience in financial management and a relevant degree [2] - Prohibited from holding other positions within the controlling shareholder or related parties [2] Responsibilities and Authority - Direct responsibility for financial reporting, policy handling, and information disclosure [3] - Key responsibilities include financial analysis, supervision of financial operations, and ensuring compliance with laws [3][4] Accountability of the Financial Officer - Grounds for accountability include violations of laws, failure to provide accurate financial information, and negligence leading to economic losses [5][6] - The internal audit department is responsible for investigating accountability issues [6] Dismissal and Resignation Procedures - The financial officer can be dismissed for specific violations or significant errors leading to losses [7] - A resignation must be submitted in writing and is effective upon submission [7] Miscellaneous Provisions - The document will take effect upon approval by the board and will be interpreted by the board [8]
达实智能: 《董事会秘书工作制度》(2025年8月)
Zheng Quan Zhi Xing· 2025-08-14 09:14
深圳达实智能股份有限公司 董事会秘书工作制度 二〇二五年八月 第一章 总则 第一条 为规范董事会秘书的行为,保护公司、股东、债权人及其他利益 相关人的合法权益,根据《中华人民共和国公司法》 (以下简称"《公司法》")、 深圳证券交易所(以下简称"证券交易所")的《深圳证券交易所股票上市规则》 (以下简称"《上市规则》")等有关法律、法规、部门规章、规范性文件以及 《深圳达实智能股份有限公司章程》(以下简称"《公司章程》"),制定本制 度。 第二条 董事会秘书为公司的高级管理人员,对公司和董事会负责。 第三条 董事会秘书为公司与证券交易所的指定联络人。 第四条 董事会秘书应当遵守《公司章程》,承担与公司高级管理人员相 应的法律责任,享受相关待遇,对公司负有忠实和勤勉义务,不得利用职权为自 己或他人谋取利益。 第二章 任职资格 第五条 董事会秘书应当具备下列资格: (二) 被中国证监会采取不得担任上市公司董事、高级管理人员的市场 禁入措施,期限尚未届满; (三) 被证券交易所公开认定为不适合担任上市公司董事和高级管理 人员,期限尚未届满; (四) 最近三十六个月受到中国证监会行政处罚; (五) 最近三十六个月受到 ...
达实智能: 《会计政策、会计估计变更及会计差错管理制度》(2025年8月)
Zheng Quan Zhi Xing· 2025-08-14 09:14
Core Viewpoint - The document outlines the accounting policy changes, accounting estimate changes, and correction of accounting errors for Shenzhen Dashi Intelligent Co., Ltd, emphasizing the need for compliance with relevant laws and regulations to ensure the authenticity and accuracy of financial information [1][2]. Group 1: Accounting Policy Changes - The company must not manipulate financial indicators such as performance and equity through changes in accounting policies and estimates [2]. - Changes in accounting policies must be researched and drafted by the finance department, with consultations from the auditing firm, and must be approved by the board of directors and shareholders if necessary [5][6]. - The company must provide a detailed report on the changes, including the date, reasons, previous and new accounting policies, and the impact on financial statements [3][4]. Group 2: Accounting Estimate Changes - Significant changes in accounting estimates must be submitted to the board for approval and disclosed in the next periodic report [12]. - If the impact of the estimate change exceeds certain thresholds, it must also be submitted to the shareholders for approval [5]. Group 3: Correction of Accounting Errors - Corrections of accounting errors must be disclosed promptly through a temporary report, detailing the nature and reasons for the correction, as well as its impact on financial status and results [8][9]. - The company must ensure that the corrected financial statements comply with the disclosure norms set by regulatory authorities [8][9]. Group 4: Information Disclosure - The company must disclose the details of any accounting policy changes, including the effects on financial indicators and any retrospective adjustments made to previously disclosed financial reports [17][18]. - If the changes lead to a change in the nature of profit or loss in previously disclosed reports, this must be clearly explained [18][19].
达实智能: 《子公司管理制度》(2025年8月)
Zheng Quan Zhi Xing· 2025-08-14 09:14
General Principles - The company establishes a management system for its subsidiaries to ensure their standardized, efficient, and orderly operation, promoting healthy development and improving overall asset operation quality [2][3] - The term "subsidiary" refers to companies where the company holds more than 50% of the shares or can control the board of directors through other means [2] - The company and its subsidiaries maintain an equal legal relationship, with the company entitled to shareholder rights and obligations to guide and supervise the subsidiaries [2][3] Organizational Management - The company manages subsidiaries through their shareholder meetings, appointing or electing directors and supervisors [3][4] - Directors and supervisors appointed by the company must act in accordance with the subsidiary's articles of association and report to the company's shareholder meeting [4][5] - Senior management personnel of subsidiaries must fulfill their responsibilities and report operational and financial conditions to the company [4][5] Financial Management - The company's financial department provides guidance and supervision over the subsidiaries' accounting and financial management [5][6] - Subsidiaries must prepare comprehensive budgets and financial reports, adhering to the company's financial management system [6][7] - Financial reports submitted by subsidiaries must include annual budgets, operational reports, and various financial statements [6][7] Operational Decision Management - Subsidiaries' operational plans must align with the company's overall development strategy [7][8] - Annual work reports and operational plans must be prepared by the subsidiary's general manager and approved by the shareholder meeting [7][8] - Investment projects must undergo thorough evaluation and approval processes to maximize investment efficiency [7][8] Information Management - Subsidiaries must establish information disclosure management systems and report significant operational and financial matters to the company [9][10] - Major matters requiring company approval must be reported to the company's board before submission to the subsidiary's board [9][10] - Subsidiaries must maintain confidentiality regarding undisclosed information [11] Inspection and Assessment - The company conducts regular audits of subsidiaries, focusing on financial audits and compliance with internal control systems [11][12] - Subsidiaries must cooperate with audits and implement approved audit recommendations [12][13] - Performance assessments of subsidiaries are based on operational targets, with rewards and penalties determined at year-end [12][13]
达实智能: 《融资管理制度》(2025年8月)
Zheng Quan Zhi Xing· 2025-08-14 09:14
Core Points - The financing management system aims to standardize the financing behavior of the company, strengthen control over financing activities, reduce financing costs, and effectively prevent financial risks [1][5] - The financing activities must align with the company's medium to long-term strategic development plan [1][3] - The company has established a unified management and hierarchical approval system for financing activities [2][3] Section Summaries General Principles - The financing activities include raising funds through issuing stocks, bonds, or bank loans to meet operational needs [1] - The internal control objectives for financing activities focus on ensuring compliance with relevant laws and regulations [1][5] Division of Responsibilities and Authorization - The general manager is responsible for approving financing projects within the board's authorized scope [2] - The securities department manages bond and stock issuance financing, while the finance department handles borrowing-related financing [2][3] Implementation and Execution - The finance department prepares the annual financing plan based on the budget, which includes financing amount, methods, structure, and feasibility analysis [2][3] - The securities department drafts the issuance plan for bonds or stocks, which requires board and shareholder approval [2][3] Supervision and Inspection - The audit department or relevant departments are responsible for supervising and inspecting the internal controls of financing activities [5] - Any identified weaknesses in internal controls must be addressed, and significant issues should be reported in writing to relevant leaders and departments [5]
达实智能: 《董事、高级管理人员薪酬管理制度》(2025年8月)
Zheng Quan Zhi Xing· 2025-08-14 09:14
Core Points - The company has established a remuneration management system for directors and senior management to create an effective incentive and restraint mechanism [1] - The remuneration system is based on national laws, regulations, and the company's articles of association, tailored to the company's actual situation [1] Group 1: Remuneration Structure - The remuneration for directors is proposed by the remuneration and assessment committee, approved by the board, and submitted for shareholder approval [2] - Independent directors receive an annual allowance determined by the board and approved by the shareholders, disclosed in the annual report [2] - Senior management remuneration consists of a basic salary and performance bonus, with the basic salary reflecting industry standards and job responsibilities [2] Group 2: Performance Bonuses - Performance bonuses are linked to the company's annual operational performance and are settled based on annual assessment results [2] - The company deducts personal income tax and social insurance fees from the basic salary and performance bonuses according to national regulations [2] Group 3: Remuneration Management - The company pays basic salaries in cash on a monthly basis [2] - The remuneration and assessment committee organizes and implements annual performance assessments for senior management based on the board-approved annual operational plan [2] Group 4: Remuneration Adjustment - The company may adjust remuneration standards periodically based on operational performance, market salary changes, and business development strategies [3] Group 5: Implementation and Compliance - The remuneration management system takes effect after being approved by the shareholders and will be modified similarly [4] - In case of inconsistencies with applicable laws and regulations, those regulations will take precedence [4] - The board of directors is responsible for interpreting the remuneration management system [4]
达实智能: 《市值管理制度》(2025年8月)
Zheng Quan Zhi Xing· 2025-08-14 09:14
深圳达实智能股份有限公司 市值管理制度 二〇二五年八月 第一章 总则 第一条 为加强深圳达实智能股份有限公司(以下简称"公司")市值管理 工作,切实推动公司提升投资价值,维护公司及广大投资者合法权益,根据 《中华人民共和国公司法》《中华人民共和国证券法》《国务院关于加强监管防 范风险推动资本市场高质量发展的若干意见》《上市公司监管指引第 10 号—— 市值管理》等相关法律、法规、规范性文件以及《公司章程》的规定,并结合 公司实际情况,制定本制度。 第二条 本制度所称市值管理,是指上市公司以提高公司质量为基础,为 提升公司投资价值和股东回报能力而实施的战略管理行为。 第三条 公司应当牢固树立回报股东意识,采取措施保护投资者尤其是中 小投资者利益,诚实守信、规范运作、专注主业、稳健经营,以新质生产力的 培育和运用,推动经营水平和发展质量提升,并在此基础上做好投资者关系管 理,增强信息披露质量和透明度,必要时积极采取措施提振投资者信心,推动 公司投资价值合理反映公司质量。 第四条 公司质量是公司投资价值的基础和市值管理的重要抓手。公司应 当立足提升公司质量,依法依规运用各类方式提升公司投资价值。 第五条 公司开展市 ...
达实智能: 《独立董事工作制度》(2025年8月)
Zheng Quan Zhi Xing· 2025-08-14 09:14
深圳达实智能股份有限公司 独立董事工作制度 二〇二五年八月 第一章 总则 第一条 为进一步完善深圳达实智能股份有限公司(以下简称"公司"或 "本公司")法人治理结构,促进公司规范运作,根据《中华人民共和国公司法》 《中华人民共和国证券法》《上市公司独立董事管理办法》的规定,结合本公司 的实际情况,特制定本制度。 第二条 公司独立董事是指不在公司担任除董事外的其他职务,并与公司 及公司主要股东、实际控制人不存在直接或间接利害关系,或者其他可能影响其 进行独立客观判断的关系的董事。 第三条 公司董事会成员中应当至少包括三分之一的独立董事,其中至少 包括一名会计专业人士。公司董事会下设审计、提名、薪酬与考核、战略及可持 续发展(ESG)等专门委员会的,独立董事应当在审计委员会、提名委员会、薪 酬与考核委员会成员中占多数,并担任召集人。 第四条 公司独立董事对公司及全体股东负有忠实与勤勉义务。独立董事 应当按照相关法律、行政法规、中国证监会、证券交易所业务规则和公司章程的 要求,认真履行职责,在董事会中发挥参与决策、监督制衡、专业咨询作用,维 护公司整体利益,保护中小股东的合法权益。 第二章 独立董事的任职条件 第五 ...