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恒基达鑫: 独立董事专门会议制度
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Points - The document outlines the governance structure and responsibilities of independent directors at Zhuhai Hengji Daxin International Chemical Storage Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders [1][2][4] Group 1: Independent Director Responsibilities - Independent directors must fulfill their duties with loyalty and diligence, adhering to relevant laws and regulations, and should act independently to safeguard the overall interests of the company and minority shareholders [2][4] - Independent directors are required to hold special meetings exclusively attended by independent directors to discuss significant matters, with a notification period of at least three days prior to the meeting [2][3] Group 2: Meeting Procedures - Special meetings of independent directors require the presence of at least two-thirds of independent directors to be valid, and non-independent directors may attend but cannot vote [3][4] - Voting in special meetings is conducted on a one-vote-per-person basis, and meetings can be held through various communication methods, including online and telephone [3][4] Group 3: Decision-Making and Reporting - Certain matters, such as related party transactions and changes in commitments, must be discussed and approved by a majority of independent directors before being submitted to the board [4][5] - Independent directors must submit an annual report detailing their performance and the outcomes of special meetings to the company's annual shareholders' meeting [7][8]
恒基达鑫: 投资者关系管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Viewpoint - The document outlines the investor relations management system of Zhuhai Hengji Daxin International Chemical Storage Co., Ltd, emphasizing the importance of fair, transparent, and compliant communication with investors to enhance corporate governance and overall value [1][2]. Chapter Summaries Chapter 1: General Principles - The company establishes this system to regulate its operations, protect investor rights, and improve quality based on relevant laws and regulations [1]. Chapter 2: Requirements and Basic Principles of Investor Relations Management - Investor relations management should adhere to principles of compliance, equality, proactivity, and honesty, ensuring fair treatment of all investors, especially minority shareholders [2][3]. Chapter 3: Responsibilities and Setup of Investor Relations Management Department - The board secretary is designated as the head of investor relations management, coordinating activities and ensuring compliance with disclosure regulations [3][4]. Chapter 4: Investor Relations Management Activities - The company is responsible for handling investor complaints and must ensure equal treatment of all investors during communication activities [5][6]. Chapter 5: Information Disclosure in Investor Relations Management Activities - The board secretary is responsible for managing investor relations and ensuring timely and accurate information disclosure [11][12]. Chapter 6: Supplementary Provisions - The system will be implemented upon approval by the board and will be subject to relevant laws and regulations [13][14].
恒基达鑫: 董事会战略委员会工作规则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Points - The article outlines the establishment and operational rules of the Strategic Committee of Zhuhai Hengji Daxin International Chemical Storage Co., Ltd, aimed at enhancing the company's core competitiveness and improving investment decision-making processes [3][4][8] Group 1: General Provisions - The Strategic Committee is a specialized working body established by the Board of Directors to conduct feasibility studies on long-term strategic planning and major strategic investments, providing recommendations to the Board [3][4] - The committee consists of three directors, including at least one independent director, and is chaired by the Chairman of the Board [3][4] Group 2: Responsibilities and Authority - The main responsibilities of the Strategic Committee include researching and proposing suggestions for the company's long-term strategic planning, major investment financing plans, and significant capital operations [4][5] - The committee is responsible for reviewing the implementation of these matters and any other issues authorized by the Board [4][5] Group 3: Working Procedures - An Investment Review Group is established under the Strategic Committee, led by the General Manager, to prepare for decision-making by providing relevant materials [5][6] - The Strategic Committee holds regular meetings at least once a year and can convene temporary meetings as needed, ensuring that all members can communicate effectively [6][7] Group 4: Meeting Rules - Meetings require the presence of at least two-thirds of the committee members to be valid, and decisions must be approved by a majority [7][8] - The committee can invite external professionals for advice, with costs covered by the company [7][8]
恒基达鑫: 董事会秘书工作制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Points - The document outlines the work system for the board secretary of Zhuhai Hengji Daxin International Chemical Storage Co., Ltd, emphasizing the need for compliance with relevant laws and regulations [1][10] - The board secretary is a senior management position responsible for communication with the Shenzhen Stock Exchange and ensuring the company's compliance with information disclosure requirements [2][5] Group 1: General Provisions - The board secretary is appointed by the board of directors and is responsible for the company's information disclosure and investor relations management [5][6] - The company must provide necessary conditions for the board secretary to perform their duties effectively [1][2] Group 2: Qualifications and Restrictions - The board secretary must possess necessary financial, management, and legal knowledge, and must hold a qualification certificate issued by the Shenzhen Stock Exchange [4][5] - Certain individuals are prohibited from serving as board secretary, including those under regulatory sanctions or with recent administrative penalties [3][4] Group 3: Main Responsibilities - The board secretary is responsible for preparing meetings, managing shareholder information, and ensuring timely and accurate information disclosure [5][6] - The board secretary must coordinate communication between the company and regulatory bodies, shareholders, and other stakeholders [5][6] Group 4: Appointment and Dismissal - The board secretary's term is three years, and the company must appoint a new secretary within three months if the position becomes vacant [6][8] - The board must provide valid reasons for dismissing the board secretary and must report the dismissal to the Shenzhen Stock Exchange [7][8] Group 5: Legal Responsibilities - The board secretary has a duty of loyalty and diligence to the company and must not misuse their position for personal gain [8][9] - Upon leaving the position, the board secretary must sign a confidentiality agreement to maintain the confidentiality of sensitive information [9][10]
恒基达鑫: 董事、高级管理人员薪酬及考核管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
General Principles - The company aims to establish and improve the incentive and restraint mechanism for its operators, ensuring the stability of the core management team and aligning their interests with the long-term benefits of the enterprise [2][3] - The management and decision-making bodies include the Board of Directors and the Compensation and Assessment Committee, which are responsible for evaluating and determining the compensation of senior management [5][6] Compensation Structure - Senior management compensation consists of basic salary and performance-based pay, linked to responsibilities, risks, and operational performance [3][4] - Basic salary is determined by market standards and factors such as position, responsibility, and capability, and is paid monthly [3][4] - Performance pay is based on the completion of company operational goals, safety production, compliance, and the effectiveness of the senior management's responsibilities [3][4] Performance Assessment - The annual performance assessment period runs from January 1 to December 31, with evaluations conducted by the Compensation and Assessment Committee based on the company's operational status and annual audit results [5][6] - Specific conditions under which performance pay will not be granted include serious damage to company interests and significant legal violations [5][6] Implementation and Effectiveness - The compensation and assessment system will take effect upon approval by the Board of Directors [6]
恒基达鑫: 董事会安全及风控管理委员会工作规则
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Points - The establishment of a Safety and Risk Control Management Committee by Zhuhai Hengji Daxin International Chemical Storage Co., Ltd. aims to enhance safety management and risk control capabilities [1][2] - The committee is responsible for consulting and reviewing safety management and risk control, overseeing overall safety, environmental protection, and investment risk management [1][2] - The committee consists of four directors, including at least two independent directors, and is accountable to the board of directors [2][3] Responsibilities and Authority - The committee's main responsibilities include reviewing safety and risk control management structures, submitting safety and risk management reports to the board, and evaluating risk judgment standards for major decisions and events [2][3] - The committee is required to regularly hear reports from the company's safety production committee and investment and risk management department [2][3] Meeting Procedures - The committee holds regular meetings at least twice a year and can convene temporary meetings as needed [3][4] - Meetings require the presence of at least two-thirds of the committee members to be valid, and decisions must be approved by a two-thirds majority [4][5] - Meeting records must be kept, and members are obligated to maintain confidentiality regarding discussed matters [5][6] Implementation and Amendments - The rules established for the committee take effect upon approval by the board and will be amended as necessary [6][7] - Any unresolved matters will be governed by relevant national laws and regulations, and the board is responsible for interpreting these rules [6][7]
恒基达鑫: 内幕信息保密及知情人登记管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
珠海恒基达鑫国际化工仓储股份有限公司 内幕信息保密及知情人登记管理制度 第一章 总则 第五条 公司董事、高级管理人员和公司各部门、子(分)公司都应做 好内幕信息的保密工作,不得泄露内幕信息,不得进行内幕交易或配合他 人操纵证券交易价格。 第二章 内幕信息的范围 第六条 根据《证券法》第五十二条规定,本制度所指内幕信息是指证 券交易活动中,涉及发行人的经营、财务或者对该发行人证券的市场价格 有重大影响的尚未公开的信息。尚未公开是指公司尚未在中国证监会指定 的公司信息披露刊物或网站上公开披露。 第一条 为加强珠海恒基达鑫国际化工仓储股份有限公司(以下简称 "公司")内幕信息管理,做好内幕信息保密、内幕信息知情人的登记备 案工作,维护信息披露公平原则,保护广大投资者的合法权益,根据《中 华人民共和国公司法》(以下简称"《公司法》")《中华人民共和国证 券法》(以下简称"《证券法》")《上市公司监管指引第 5 号——上市 公司内幕信息知情人登记管理制度》《深圳证券交易所股票上市规则》《上 市公司信息披露管理办法》以及《公司章程》和《信息披露事务管理制度》 等规定,并结合公司实际情况,制定本制度。 第二条 公司董事会是 ...
恒基达鑫: 董事会薪酬与考核委员会工作规则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
General Overview - The company establishes a Compensation and Assessment Committee to enhance the governance structure and manage the compensation and assessment of directors and senior management [1][2] Committee Composition - The committee consists of three directors, with independent directors holding a majority and serving as the convener [4] - The committee's term aligns with that of the board, with independent directors limited to a maximum of six consecutive years [2][3] Responsibilities and Authority - The committee is responsible for formulating assessment standards and compensation policies for directors and senior management, and making recommendations to the board on various matters [3][4] - The board has the authority to reject compensation plans that may harm shareholder interests, and must document reasons for not adopting committee recommendations [3][4] Decision-Making Procedures - The committee's working group prepares necessary materials for decision-making, including financial indicators and performance evaluations [5][6] - The committee evaluates directors and senior management based on performance standards and proposes compensation amounts to the board [5][6] Meeting Rules - The committee must hold at least one meeting annually, primarily in person, but can use other methods if necessary [6][7] - A quorum requires the presence of at least two-thirds of the committee members, and decisions must be approved by a majority [6][7] Additional Provisions - The rules take effect upon board approval and will be revised in accordance with future legal changes [7][8]
恒基达鑫: 董事会提名委员会工作规则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Viewpoint - The company has established a Nomination Committee to regulate the selection of board members and senior management, aiming to optimize the board composition and improve corporate governance [1][2]. Group 1: General Provisions - The Nomination Committee is a specialized working body of the board, responsible for formulating selection criteria and procedures for directors and senior management [1]. - The committee consists of three directors, with independent directors holding a majority and serving as the convener [2]. Group 2: Responsibilities and Authority - The Nomination Committee is tasked with proposing nominations or dismissals of directors and hiring or firing senior management [2]. - The committee must research the qualifications and selection procedures for board members and senior management, submitting resolutions to the board for review [2][8]. Group 3: Meeting Procedures - The committee is required to hold at least one meeting annually, with provisions for additional meetings as necessary [3][4]. - A quorum for meetings requires the presence of at least two-thirds of the committee members, and decisions must be approved by a majority [4][5]. Group 4: Documentation and Confidentiality - Meeting records must be accurate and complete, reflecting the opinions of attendees, and must be retained for at least ten years [5]. - All committee members are bound by confidentiality regarding the matters discussed in meetings [5][6]. Group 5: Implementation and Amendments - The rules established for the Nomination Committee will take effect upon approval by the board and will be amended in accordance with national laws and regulations [6].
恒基达鑫: 董事会审计委员会工作规则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Viewpoint - The establishment of the Audit Committee by Zhuhai Hengji Daxin International Chemical Storage Co., Ltd. aims to enhance the decision-making function of the board of directors, ensuring effective supervision of the management team and improving the corporate governance structure [1]. Group 1: Committee Structure and Responsibilities - The Audit Committee consists of three directors who are not senior management, including two independent directors, with at least one being an accounting professional [3][4]. - The main responsibilities of the Audit Committee include reviewing financial information, supervising internal and external audits, and evaluating internal controls [8][9]. - The Audit Committee is empowered to propose the hiring or dismissal of external auditors and to oversee the audit process [5][6]. Group 2: Decision-Making Procedures - The Audit Committee must have a majority agreement from its members before submitting matters to the board for review [3][4]. - The committee is required to meet at least quarterly, and decisions must be made with the presence of at least two-thirds of its members [13][14]. - The committee can invite external professionals for advice, with costs covered by the company [30]. Group 3: Reporting and Accountability - The Audit Committee is responsible for reporting to the board on the progress and quality of internal audits, as well as any significant issues discovered [6][8]. - If the committee identifies any violations of laws or regulations by directors or senior management, it must report these to the board or shareholders [9][10]. - The committee has the authority to propose the convening of temporary board or shareholder meetings if necessary [19][20]. Group 4: Internal Control and Compliance - The Audit Committee supervises the internal audit department and ensures that internal controls are effectively implemented [8][12]. - It is tasked with evaluating the effectiveness of internal controls and reporting any significant deficiencies to the board [16][17]. - The committee must ensure that any financial misconduct or major accounting errors are addressed promptly [10][11]. Group 5: Governance and Legal Compliance - The Audit Committee has the authority to check the company's finances and supervise the actions of directors and senior management [17][18]. - It can propose the dismissal of directors or senior management if they violate laws or regulations [10][11]. - The committee's rules and procedures are subject to national laws and regulations, and any conflicts will be resolved in favor of the law [15][33].