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万和电气: 2025年度监事薪酬方案
Zheng Quan Zhi Xing· 2025-08-26 16:56
广东万和新电气股份有限公司 广东万和新电气股份有限公司(以下简称"公司"或"万和电气")根据《广 东万和新电气股份有限公司章程》《广东万和新电气股份有限公司董事会薪酬与 考核委员会实施细则》等相关制度,结合公司实际情况并参照行业薪酬水平,经 董事会薪酬与考核委员会审议通过,拟定 2025 年度监事薪酬方案如下: 一、本方案适用对象 在公司领取薪酬的监事。 二、本方案适用期限 三、薪酬标准 依据公司相关制度,监事若未在公司担任高级管理人员或其他具体职务,公 司不单独向其支付监事薪酬;若担任公司高级管理人员或其他具体职务,则按照 高级管理人员薪酬政策或其他具体职务相应的薪酬政策领取薪酬,公司不另行支 付其监事薪酬。 基于上述安排,公司监事会主席黄平先生因未在公司担任高级管理人员或其 他具体职务,故不在公司领取薪酬。其余监事 2025 年度的薪酬标准如下表所示: 广东万和新电气股份有限公司监事会 风控部经理 四、发放办法 基本薪酬按月平均发放;绩效薪酬根据 2025 年度绩效考核结果发放,年终 将依据董事会薪酬与考核委员会的考核评定结果进行发放。 五、其他规定 | 姓名 | 职务 | 基本薪酬 | | 绩效薪酬 | ...
万和电气: 2025年度非独立董事薪酬方案
Zheng Quan Zhi Xing· 2025-08-26 16:56
广东万和新电气股份有限公司 广东万和新电气股份有限公司(以下简称"公司"或"万和电气")根据《广 东万和新电气股份有限公司章程》《广东万和新电气股份有限公司董事会薪酬与 考核委员会实施细则》等相关制度,结合公司实际情况并参照行业薪酬水平,经 董事会薪酬与考核委员会审议通过,拟定 2025 年度非独立董事薪酬方案如下: 一、本方案适用对象 在公司领取薪酬的非独立董事。 二、本方案适用期限 三、薪酬标准 五、其他规定 广东万和新电气股份有限公司董事会 基于上述安排,公司副董事长卢楚隆先生、董事叶汶斌先生因未在公司担任 高级管理人员或其他具体职务,故不在公司领取薪酬;董事卢宇凡先生仅领取其 担任高级管理人员(即副总裁兼董事会秘书)的薪酬,该薪酬情况已由公司董事 会六届二次会议审议通过。其余非独立董事 2025 年度的薪酬标准如下表所示: 基本薪酬 绩效薪酬 合计 姓名 职务 (万元) (预计,万元) (预计,万元) YU CONG 董事长、董事会 LOUIE LU 办公室主任 四、发放办法 基本薪酬按月平均发放;绩效薪酬根据 2025 年度绩效考核结果发放,年终 将依据董事会薪酬与考核委员会的考核评定结果进行发放。 ...
万和电气: 半年度非经营性资金占用及其他关联资金往来情况汇总表
Zheng Quan Zhi Xing· 2025-08-26 16:56
| | | | | 广东万和新电气股份有限公司2025年1-6月非经营性资金占用及其他关联资金往来情况汇总表 | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 编制单位:广东万和新电气股份有限公 | | | | | | | | | | | | | 司 | | | | | | | | | | 单位: | | | 万元 | | | | | | | | | | | | | | | | 占用方与上市公 | | 上市公司核算的 | 2025年期初往来 | | | | 2025年1-6月偿 | | | 还 2025年6月往来 | | | | | | | | | | | | | 非经营性资金占用 (如 | | 资金占用方名称 | 占用形成原因 | 占用性质 | | | 累计发生金额 | 资金的利息 | | | | | | | | 司的关联关系 | 会计科目 | | 资金余额 | | | 累计发生金 | | | | 额 资金余额 | | | | | | | | | | | | | | | | ...
万和电气: 重大事项内部报告制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-26 16:56
General Principles - The internal reporting system for significant events at Guangdong Vanward New Electric Co., Ltd. aims to standardize the reporting process, ensuring timely, accurate, and comprehensive disclosure of information to protect the rights of the company and its investors [1][2] - The system mandates that relevant personnel report significant events that may substantially impact the company's stock and derivatives trading prices to the chairman and the board secretary immediately [1][2] Scope of Significant Events - Significant events include matters to be submitted to the board for review, decisions made by subsidiaries' boards or shareholders, and major transactions involving financial assets, among others [2][3] - Specific thresholds for reporting include transactions exceeding 10% of the audited annual revenue or net profit, and absolute amounts over 1 million [3][4] Reporting Procedures - Departments must report significant information to the board secretary upon awareness of any major event, including during negotiations or when a decision is made [6][8] - The board secretary is responsible for analyzing reported information and determining if disclosure obligations are triggered [8][9] Management and Responsibilities - The company implements a real-time reporting system, requiring timely and accurate reporting of significant events by responsible personnel [13] - The board secretary and the securities department are tasked with preparing periodic reports, ensuring that all relevant information is accurately submitted [9][10] Confidentiality and Legal Responsibilities - All personnel with access to undisclosed significant information must maintain confidentiality and are prohibited from insider trading [10][11] - Failure to report significant information as required can lead to disciplinary actions, including warnings, fines, or termination [11][12]
万和电气: 总裁工作细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-26 16:56
Core Points - The document outlines the operational guidelines for the President of Guangdong Vanward New Electric Co., Ltd, aiming to enhance corporate governance and protect the rights of stakeholders [2][3][14] Group 1: General Provisions - The President is responsible for daily management under the Board's leadership and must implement resolutions from the shareholders' and Board meetings [2][3] - The guidelines apply to all senior management and relevant personnel within the company [2] Group 2: Appointment and Composition - The company appoints one President, one Executive Vice President, and several Vice Presidents, all of whom are accountable to the Board [3][4] - The President's term is three years, with the possibility of reappointment [3] Group 3: Responsibilities and Duties - The President oversees the company's operations, implements annual plans, and proposes management structures and regulations [5][6] - The President must report to the Board and is responsible for significant financial decisions within specified limits [5][6] Group 4: Performance Evaluation and Incentives - The Board is responsible for evaluating the performance of the President and other senior management [33] - The President's compensation is linked to company performance and individual achievements [34]
万和电气: 外汇套期保值业务管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-26 16:45
Core Viewpoint - The document outlines the foreign exchange hedging management system of Guangdong Vanward New Electric Co., Ltd, aiming to standardize operations, enhance risk management, and ensure asset safety [2][12]. Group 1: General Principles - The foreign exchange hedging business includes forward foreign exchange sales and purchases, foreign exchange swaps, foreign exchange options, and other foreign exchange derivatives [2]. - The system applies to the company and its wholly-owned and controlling subsidiaries, prohibiting subsidiaries from engaging in hedging without company consent [2]. Group 2: Operational Principles - The company must conduct hedging activities based on legitimate, prudent, safe, and effective principles, avoiding speculative transactions [4]. - Transactions are only permitted with qualified financial institutions approved by the State Administration of Foreign Exchange and the People's Bank of China [4]. - The company must establish its own hedging accounts and cannot use third-party accounts for these transactions [4]. Group 3: Approval Authority - Approval for hedging activities is tiered based on the company's audited net assets, requiring board approval for amounts exceeding 50% and board approval for amounts exceeding 10% [6]. - All hedging activities from subsidiaries must be reported to the company's chairman for approval [6]. Group 4: Business Management Process - The company's shareholder and board meetings serve as decision-making bodies for hedging activities, with the finance center responsible for feasibility analysis and operational management [7]. - The audit and supervision department monitors the actual operations and financial outcomes of hedging activities [8]. Group 5: Information Isolation Measures - All personnel involved in hedging must maintain confidentiality regarding the company's hedging strategies and financial conditions [10]. - The audit committee oversees the independence of the hedging operations and personnel [10]. Group 6: Internal Risk Management - The company must adhere to strict procedures for margin and settlement fund management, establishing warning reports and stop-loss mechanisms to prevent financial inaccuracies [20]. - In the event of significant exchange rate fluctuations, the finance center must analyze the situation and report to the board [21]. Group 7: Information Disclosure - The company is required to disclose relevant information regarding its hedging activities in accordance with regulations from the China Securities Regulatory Commission and the Shenzhen Stock Exchange [22].
万和电气: 信息披露管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-26 16:45
Core Viewpoint - The information disclosure management system of Guangdong Vanward New Electric Co., Ltd. aims to standardize the company's information disclosure practices, enhance management of disclosure affairs, and protect investors' rights and interests in accordance with relevant laws and regulations [1][2][3]. Group 1: General Principles - The company must disclose information truthfully, accurately, completely, and timely, without any false records or misleading statements [2][3]. - Information disclosure obligations require simultaneous public disclosure to all investors, prohibiting prior disclosure to any individual or entity [2][3]. - The board of directors and senior management are responsible for ensuring the authenticity and completeness of disclosed information [2][3]. Group 2: Disclosure Content - Regular reports include annual reports, semi-annual reports, and quarterly reports, which must disclose significant information affecting investors' decisions [4][5]. - Annual reports must be audited by a qualified accounting firm and submitted within four months after the fiscal year-end [4][5]. - The content of regular reports must be approved by the board of directors and include key financial data, stock and bond issuance, and major shareholder information [5][6]. Group 3: Temporary Reports - Temporary reports are required for significant events that may impact the company's securities trading prices, and must be disclosed immediately [6][7]. - Major events include significant changes in business operations, major investments, and any legal issues that could affect the company [8][9]. Group 4: Disclosure Procedures - The company must follow a strict process for information disclosure, including internal review and approval by the board of directors [12][13]. - The board secretary is responsible for managing the disclosure process and ensuring compliance with regulations [14][15]. Group 5: Responsibilities and Accountability - The chairman of the board is the primary responsible person for information disclosure, while the board secretary manages daily disclosure affairs [35][36]. - Directors and senior management are accountable for the accuracy and completeness of disclosed information, with potential disciplinary actions for violations [66][67]. Group 6: Confidentiality Measures - Individuals with access to insider information are required to maintain confidentiality and are subject to strict internal controls [45][46]. - The company must implement measures to limit the dissemination of undisclosed information and ensure compliance with confidentiality obligations [47][48]. Group 7: Exemptions and Delays in Disclosure - The company may delay or exempt disclosure of information involving state secrets or commercial secrets under specific conditions [50][51]. - If the reasons for delaying disclosure are resolved, the company must promptly disclose the relevant information [52][53].
万和电气: 外部信息使用人管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-26 16:45
Core Viewpoint - The document outlines the external information management system of Guangdong Vanward New Electric Co., Ltd., aiming to enhance information disclosure management, ensure fair disclosure, and prevent insider trading [1][2]. Group 1: General Principles - The system is established to comply with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1]. - The scope of the system includes the company, its departments, subsidiaries, and relevant personnel [1]. Group 2: Management and Process of External Information Disclosure - The Board of Directors is the highest management body for external information disclosure, with the Board Secretary responsible for daily management [2]. - Information must not be disclosed to external parties without legal basis, and any external requests must be refused [2]. - Relevant departments must notify the Securities Department in writing before disclosing information, which requires approval from the Board Secretary [2]. Group 3: Confidentiality Obligations - Directors and senior management must adhere to confidentiality obligations during the preparation of reports and significant matters [2][3]. - Any external party receiving undisclosed significant information must sign a confidentiality agreement [3]. Group 4: Accountability and Emergency Measures - Individuals responsible for external information disclosure must ensure the accuracy and completeness of the information [5]. - In case of unauthorized disclosure, the company must report to the Shenzhen Stock Exchange immediately [5]. - External parties using undisclosed information for trading must be reported to regulatory authorities and may face legal consequences [5][6].
万和电气: 投资者关系管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-26 16:45
Core Points - The article outlines the investor relations management system of Guangdong Vanward New Electric Co., Ltd, emphasizing the importance of effective communication between the company and its investors, particularly small and medium-sized investors [1][2][3] - The management system is designed to enhance corporate governance, protect investor rights, and ensure compliance with relevant laws and regulations [1][2] Group 1: General Principles - The investor relations management is based on principles of compliance, equality, proactivity, and honesty [2][3] - The board secretary is designated as the head of investor relations management, with specific responsibilities outlined for other executives and staff [2][3] Group 2: Management Requirements - The company and its major stakeholders must actively participate in and support investor relations management [5][6] - Information disclosure must be timely, fair, and accurate, adhering to legal and regulatory standards [6][7] Group 3: Communication Content and Methods - Communication with investors should cover the company's development strategy, financial performance, and other relevant information [6][7] - Various channels and methods, including the company website, investor meetings, and social media, are utilized for effective communication [12][13] Group 4: Organizational Structure and Responsibilities - The board secretary coordinates investor relations activities, while the securities affairs department manages daily operations [14][15] - Staff involved in investor relations must possess relevant skills and knowledge, including understanding corporate governance and financial regulations [15][16] Group 5: Implementation of Investor Relations Activities - The company must avoid disclosing undisclosed significant information during investor relations activities [18][19] - A comprehensive record-keeping system for investor relations activities is required, including participant details and communication content [18][19] Group 6: Investor Meetings and Feedback - The company is encouraged to hold investor meetings to address questions and gather feedback, especially after significant events or reports [27][28] - The company must ensure that meetings are accessible and provide opportunities for small shareholders to participate [28][29] Group 7: Research and Media Interaction - The company must manage interactions with research institutions and media carefully to prevent the leakage of undisclosed information [32][33] - A formal record of research interactions must be maintained, ensuring compliance with disclosure obligations [34][35] Group 8: Interactive Platforms - The company should utilize platforms like "Interactive Easy" for investor communication, ensuring responses are fair and based on disclosed information [38][39] - Information shared on these platforms must not conflict with formal disclosures and should be accurate and non-misleading [40][41]
万和电气: 社会责任制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-26 16:45
Core Viewpoint - The company establishes a comprehensive social responsibility system to promote sustainable development, protect stakeholder interests, and ensure compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The company aims to implement the scientific development concept and contribute to a harmonious society while pursuing economic benefits [1]. - Social responsibility encompasses obligations to various stakeholders, including shareholders, creditors, employees, customers, suppliers, and the community [1]. Group 2: Protection of Shareholder and Creditor Rights - The company commits to fair treatment of all shareholders and ensuring their legal rights are fully respected [6]. - It will adopt a stable profit distribution policy and actively return profits to shareholders [9]. - The company will maintain financial stability and protect creditor interests while maximizing shareholder benefits [10]. Group 3: Employee Rights Protection - The company will comply with labor laws and protect employee rights, including establishing a fair compensation system [12][13]. - It will ensure a safe working environment and provide necessary training and development opportunities for employees [14][17]. Group 4: Supplier, Customer, and Consumer Rights Protection - The company will engage in honest dealings with suppliers, customers, and consumers, avoiding false advertising and protecting intellectual property rights [19]. - It will ensure product safety and provide clear warnings about potential risks associated with its products [20][21]. Group 5: Environmental Protection and Sustainable Development - The company is committed to building an environmentally friendly society and enhancing sustainable development capabilities [26]. - It will implement an environmental protection management system and comply with pollution discharge regulations [29][30]. Group 6: Public Relations and Social Welfare - The company will consider community interests and engage in various social welfare activities, including education and environmental protection [31][32]. - It will accept supervision from government departments and the public regarding its social responsibility practices [33]. Group 7: System Construction and Information Disclosure - The board of directors will regularly evaluate the implementation of the social responsibility system and publish a social responsibility report alongside the annual report [34][35]. - The report will address issues related to employee protection, environmental pollution, product quality, and community relations [35].