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恒基达鑫: 重大信息内部报告制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Points - The company has established an internal reporting system for significant information to ensure timely, accurate, and comprehensive disclosure of information that may impact stock prices [1][2] - The internal reporting obligations apply to various personnel, including directors, senior management, and department heads [1][2] - The scope of significant information includes major meetings, transactions, events, and risks that could affect the company's stock and derivatives [2][3] Group 1: Internal Reporting Obligations - The internal reporting system is designed to report significant events that may impact stock prices promptly to the chairman and board secretary [1][2] - Internal information reporters must report significant information immediately upon awareness of relevant events [7][8] - The company’s board secretary is responsible for analyzing reported information and ensuring compliance with disclosure obligations [8][9] Group 2: Definition of Significant Information - Significant information includes major meetings, transactions, litigation, risks, and other events that could materially affect the company [2][3][4] - Specific thresholds for reporting include transactions involving assets over 10% of total audited assets or significant amounts exceeding 10 million RMB [3][4] - Major risks and litigation must also be reported if they meet certain criteria, such as potential bankruptcy or significant financial penalties [4][5] Group 3: Reporting Procedures - Internal information reporters must use various communication methods to report significant information within 24 hours [8][9] - The company implements a real-time reporting system to ensure timely and accurate reporting of significant events [13][14] - Failure to report significant information in a timely manner may result in disciplinary actions against responsible personnel [11][12]
恒基达鑫: 控股子公司管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Points - The document outlines the management system for subsidiaries of Zhuhai Hengji Daxin International Chemical Storage Co., Ltd, aiming to enhance control mechanisms and improve operational efficiency [1][2] - The system emphasizes the importance of compliance with national laws and regulations, ensuring that subsidiaries operate within the strategic framework of the parent company [2][3] Group 1: General Principles - The purpose of the system is to strengthen management over subsidiaries, ensuring the protection of the company's and investors' interests [1] - The parent company is defined as Zhuhai Hengji Daxin International Chemical Storage Co., Ltd, excluding subsidiaries, while the listed company includes both the parent and its subsidiaries [1] Group 2: Establishment of Subsidiaries - The establishment of subsidiaries must comply with national laws and align with the company's strategic goals, avoiding blind expansion [3][4] - Investment feasibility analysis must be conducted and approved by the board of directors for the establishment or acquisition of subsidiaries [3] Group 3: Governance and Operations - Subsidiaries are required to establish a sound governance structure and operational systems in accordance with the Company Law and relevant regulations [4] - Each subsidiary must hold at least one shareholders' meeting and one board meeting annually, with proper documentation [4] Group 4: Financial Management - The financial management of subsidiaries should adhere to national fiscal and tax policies, ensuring accurate accounting and effective risk control [5][6] - Subsidiaries must provide timely and accurate financial information to the parent company for informed decision-making [5][6] Group 5: Asset Management - Subsidiaries must operate within their business scope and focus on asset preservation and value enhancement [6][7] - The articles of association of subsidiaries should clearly define the authority of their boards and management teams [6] Group 6: Human Resources Management - The parent company is responsible for nominating directors and senior management for subsidiaries, with performance-based compensation structures [7][8] - Subsidiaries have the autonomy to recruit employees based on their business needs [7] Group 7: Information Disclosure - Subsidiaries must report significant events to the parent company, which are treated as major events for the listed company [8][9] - The chairman of the subsidiary is the primary responsible person for information disclosure [8] Group 8: Internal Audit - The parent company conducts regular audits of subsidiaries, focusing on economic efficiency and compliance with internal control systems [9][10] - Subsidiaries are required to cooperate with audits and implement corrective actions as directed by the parent company [9] Group 9: Supervision and Management - The parent company's board and departments oversee various aspects of subsidiary operations, including finance and legal matters [10][11] - Performance evaluations of subsidiaries are conducted annually, with consequences for significant failures [10][11]
恒基达鑫: 关联交易管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Points - The document outlines the management system for related party transactions of Zhuhai Hengji Daxin International Chemical Storage Co., Ltd, aiming to ensure that such transactions are legal, fair, and do not harm the interests of the company and its shareholders, especially minority investors [1][2] Group 1: General Principles - The company should avoid or minimize related party transactions [2] - Related party transaction prices must adhere to the principles of fairness, justice, openness, and equivalence, and should be determined through written agreements [2] - Necessary information disclosure regulations must be strictly followed for required related party transactions [2] Group 2: Definition and Scope of Related Party Transactions - Related party transactions include resource or obligation transfers between the company or its subsidiaries and related parties [4] - Related parties encompass both legal entities and natural persons, including asset purchases, sales, external investments, financial assistance, guarantees, leasing, and other specified transactions [4][5] Group 3: Approval Procedures - Related party transactions must follow specific pricing principles, including government pricing, market pricing, and negotiated pricing [9] - Transactions exceeding certain thresholds require approval from the board of directors or shareholders, with specific voting rules for related parties [11][12] Group 4: Disclosure Requirements - Transactions with amounts over 300,000 yuan or exceeding 0.5% of the latest audited net assets must be disclosed [13] - Annual reports must summarize the actual performance of daily related party transactions [10] Group 5: Responsibilities and Compliance - Company directors and senior management must monitor for any misuse of company funds by related parties [31] - Independent directors are required to review related party transactions quarterly to ensure compliance and protect company interests [31][32]
恒基达鑫: 累积投票制实施细则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Points - The implementation details of the cumulative voting system aim to enhance the corporate governance structure of Zhuhai Hengji Daxin International Chemical Storage Co., Ltd. and protect the interests of minority shareholders [1][5] - The cumulative voting system allows shareholders to concentrate their voting rights, with each share having the same number of votes as the number of directors to be elected [1][2] Chapter Summaries Chapter 1: General Provisions - The cumulative voting system is defined as a method where each shareholder's voting rights can be concentrated during the election of directors [1] - The company must indicate the use of the cumulative voting system in the notice for the shareholders' meeting [1] Chapter 2: Election and Voting of Directors - Separate voting methods are established for independent and non-independent directors to ensure compliance with the company's articles of association [2] - The calculation method for cumulative voting rights is based on the number of shares held multiplied by the number of directors to be elected [2] Chapter 3: Election Results - In equal elections, a candidate is elected if they receive more than half of the valid voting shares [3] - In differential elections, candidates must receive more than half of the valid voting shares, and if there are ties, a second round of voting is conducted [3] Chapter 4: Supplementary Provisions - The terms "more than," "less than," and "greater than" do not include the base number, while "including" does [4] - The implementation details will take effect after being approved by the shareholders' meeting and can be revised by the board of directors [5]
恒基达鑫: 募集资金管理办法(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Points - The document outlines the fundraising management measures for Zhuhai Hengji Daxin International Chemical Storage Co., Ltd, aiming to standardize the company's operations and protect the rights of investors [2][3] - It emphasizes the importance of proper use and management of raised funds, ensuring they align with the company's business objectives and legal regulations [6][7] Fundraising Overview - The term "raised funds" refers to capital obtained through stock issuance or other equity-like securities for specific purposes, excluding funds raised for equity incentive plans [2] - The company must establish a special account for raised funds, ensuring that these funds are not mixed with other financial resources [3] Fund Management and Usage - The board of directors is responsible for thoroughly evaluating the feasibility of investment projects funded by raised capital, ensuring they have good market prospects and profitability [3][6] - The company must disclose the actual usage of raised funds accurately and completely, and any significant deviations from the planned investment must be reported promptly [7][8] Fund Usage Restrictions - Raised funds should primarily be used for the company's main business activities and must not be used for high-risk investments or financial assistance to others [6][9] - Any changes in the use of raised funds require board approval and must be disclosed to shareholders [9][10] Monitoring and Reporting - The company is required to maintain detailed records of the usage of raised funds and undergo regular audits to ensure compliance with regulations [14][15] - Independent financial advisors or sponsors must conduct periodic checks on the management and usage of raised funds, reporting any irregularities to the relevant authorities [15][16]
恒基达鑫: 对外投资管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Viewpoint - The document outlines the external investment management system of Zhuhai Hengji Daxin International Chemical Storage Co., Ltd, aiming to standardize investment behaviors, control risks, and enhance investment efficiency [1][2]. Group 1: General Principles - The purpose of the external investment management system is to regulate the company's investment activities, control risks, and improve returns based on relevant laws and regulations [1]. - External investments are defined as monetary, equity, physical, or intangible asset contributions made by the company for future returns [1]. - The system applies to all external investments by the company and its subsidiaries, excluding risk investments and financial management activities [1]. Group 2: Types of Investments and Approval Authority - Types of external investments include independent business ventures, joint ventures with other entities, and other investments as defined by laws and company regulations [2]. - The decision-making authority for external investments is distributed among the shareholders' meeting, board of directors, chairman, and general manager, each with specific thresholds for approval [2][3][4]. Group 3: Responsibilities of Departments - The Investment and Risk Management Department is responsible for coordinating and organizing external investment activities, including strategic planning and project feasibility studies [5][6]. - The Secretary's Office, Finance Department, and Audit Department have specific roles in supporting the investment process, including compliance and financial analysis [6][7][8]. Group 4: Investment Procedures - The investment process involves initial project screening, feasibility analysis, and preparation of investment proposals, which must be approved according to the established authority levels [9][10]. - After contract signing, the initiating department is responsible for project implementation, with support from relevant departments [9]. Group 5: Termination and Transfer of Investments - The company may terminate investments under specific circumstances, such as legal changes, project failure, or significant risks [10]. - Transfers of investments can occur if projects do not align with company strategy or if market conditions change adversely [10][11]. Group 6: Miscellaneous Provisions - The document specifies that any unaddressed matters should follow national laws and regulations, and it will be effective upon approval by the shareholders' meeting [12][13].
恒基达鑫: 对外担保管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Points - The company establishes an external guarantee management system to protect investor interests and control operational risks [1][2] - The system outlines the principles and procedures for providing external guarantees, emphasizing legality, prudence, mutual benefit, and safety [2][3] - The board of directors and shareholders' meeting are the highest decision-making bodies for external guarantees, with specific approval processes based on the amount and nature of the guarantees [5][6] Group 1: General Principles - The external guarantee refers to the company providing guarantees, pledges, or collateral for third parties, including subsidiaries [1][2] - The company must manage external guarantees uniformly, requiring board or shareholder approval for any guarantee contracts [1][2] Group 2: Risk Management - Directors and senior management must carefully control debt risks arising from guarantees and bear joint liability for any violations [2][3] - The company should implement necessary measures, such as counter-guarantees, to mitigate risks associated with providing guarantees [2][3] Group 3: Approval Process - The board must assess the creditworthiness of the debtor and analyze the benefits and risks before approving guarantees [3][4] - Guarantees exceeding certain thresholds, such as 10% of the latest audited net assets, require shareholder approval [5][6] Group 4: Information Disclosure - The company must disclose external guarantee information in accordance with relevant regulations, including total guarantee amounts and their impact on net assets [11][12] - Any significant changes in the debtor's ability to repay must be reported promptly [11][12] Group 5: Responsibilities - The company holds individuals accountable for any breaches of the guarantee management system, with potential penalties for unauthorized actions [12][13] - The finance department is responsible for conducting credit investigations and managing guarantee contracts [28][29]
恒基达鑫: 风险投资管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Points - The document outlines the risk investment management system of Zhuhai Hengji Daxin International Chemical Storage Co., Ltd to enhance operational standards and protect the rights of investors [2][3] - The risk investment activities are defined and regulated according to relevant laws and regulations, ensuring compliance and risk control [3][4] Chapter Summaries Chapter 1: General Principles - The purpose of the risk investment management system is to improve the company's operational standards and protect the rights of investors [2] - Risk investments include various types of securities investments, excluding certain specified activities [2] Chapter 2: Principles and Approval Authority - Risk investments must comply with national laws and regulations, focus on risk control, and align with the company's asset structure [3] - The company is prohibited from using raised funds for risk investments and must establish a reasonable approval process [3][4] Chapter 3: Risk Investment Functions and Procedures - The chairman of the board is the primary responsible person for risk investment management, with the investment department coordinating related activities [6][7] - Specific responsibilities are assigned to the investment department, finance department, audit department, and secretary office to ensure effective management and compliance [7][8] Chapter 4: Risk Control - The company must conduct audits and supervision of risk investment products, with independent directors having the authority to inspect investment situations [9] - The audit committee is responsible for overseeing risk investments and ensuring compliance with approved plans [9] Chapter 5: Information Disclosure - The company is required to fulfill information disclosure obligations in accordance with the Shenzhen Stock Exchange's requirements [10] - Specific documents must be submitted to the exchange within two trading days after making investment decisions [10] Chapter 6: Supplementary Provisions - The risk investment management system applies to both the company and its subsidiaries, ensuring that all related activities are compliant with the established regulations [11] - The system will be implemented upon approval by the shareholders' meeting and will be revised as necessary [11]
恒基达鑫: 理财业务管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Viewpoint - The document outlines the regulations and procedures for the financial management operations of Zhuhai Hengji Daxin International Chemical Storage Co., Ltd, emphasizing the importance of risk control and efficient use of idle funds to enhance company profitability [1][2]. Group 1: Financial Management Principles - The financial management operations are aimed at utilizing idle funds to increase company revenue while ensuring safety and liquidity [1]. - The company must select qualified financial institutions with good credit and financial status for investment management [2][3]. - The financial management operations should not interfere with the company's normal production and investment activities [2]. Group 2: Approval Authority - The decision-making authority for financial management is distributed among the shareholders' meeting, board of directors, chairman, and general manager, with specific monetary thresholds for each [2][3]. - Shareholders' meeting has the highest authority for amounts exceeding 50 million yuan, while the board of directors can approve amounts over 10 million yuan [2]. - The chairman can approve amounts over 5 million yuan, and the general manager can approve amounts up to 5 million yuan [2]. Group 3: Responsibilities and Procedures - The finance department is responsible for proposing financial management plans, conducting risk assessments, and managing the execution of financial operations [3][4]. - The audit department supervises the financial management operations, ensuring compliance with approval processes and monitoring the use of funds [4]. - The operation process includes proposing investment suggestions, obtaining necessary approvals, and ensuring timely recovery of principal and profits upon maturity [4][5]. Group 4: Confidentiality Measures - There are strict confidentiality measures in place for personnel involved in financial management, ensuring that sensitive information is not disclosed without permission [4]. - The audit department oversees the independence of the review and operation personnel to maintain confidentiality [4].
恒基达鑫(002492) - 董事及高级管理人员引咎辞职和罢免制度(2025年9月)
2025-09-05 13:17
珠海恒基达鑫国际化工仓储股份有限公司 董事及高级管理人员引咎辞职和罢免制度 2025 年 9 月修订 第一条 为进一步完善珠海恒基达鑫国际化工仓储股份有限公司 (以下简称"公司")法人治理结构,规范公司董事、高级管理人员 的行为,督促上述人员忠实勤勉地履行职责,维护公司和全体股东的 最大利益,根据《中华人民共和国公司法》、《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》等规定,结合《珠海恒基达鑫国际化工仓储股份有限 公司章程》(以下简称"《公司章程》"),制定本制度。 第二条 公司董事、高级管理人员在其所管辖的部门及工作职责 范围内,因其故意、过失或者不作为,给公司造成重大损失或恶劣影 响,或者对重大事故负有主要领导责任或直接领导责任不宜继续担任 现职的,本人应当引咎辞去现任职务。 第三条 发生如下情形之一的,公司董事、高级管理人员应当引 咎辞职: (一)无故不履行董事职责,不执行董事会决议,且给公司造成 重大损失的; (二)经公司董事会审议通过的经营计划、投资方案及股东会授 权范围内的事项,因严重失职未予执行,且给公司造成重大损失的; (三)未认真履 ...