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乔治白: 独立董事候选人声明与承诺(瞿静)
Zheng Quan Zhi Xing· 2025-08-15 16:24
Group 1 - The candidate for the independent director position at Zhejiang George White Garment Co., Ltd. is fully aware of and agrees to the nomination by the board of directors [2] - The candidate declares that there are no relationships that could affect their independence and meets all legal and regulatory requirements for independent directors [2][3] - The candidate has undergone qualification review and training, ensuring compliance with relevant laws and regulations [3][4] Group 2 - The candidate confirms that they do not hold any positions in the company or its subsidiaries, nor do they have significant shareholding in the company [5][6] - The candidate has no conflicts of interest with the company or its major shareholders and has not been subject to any disqualifying actions by regulatory authorities [7][8] - The candidate commits to fulfilling the responsibilities of an independent director diligently and independently, without influence from major shareholders or related parties [9]
乔治白: 乔治白股东会议事规则
Zheng Quan Zhi Xing· 2025-08-15 16:24
Core Points - The document outlines the rules for the shareholders' meeting of Zhejiang George White Clothing Co., Ltd, ensuring compliance with the Company Law and Securities Law of the People's Republic of China [1][2][3] - The company must hold annual and temporary shareholders' meetings, with specific timelines for notification and procedures for convening these meetings [5][6][7] - Legal opinions must be obtained for the meeting's procedures, attendance qualifications, and voting results to ensure legality [2][3] Group 1: Shareholders' Meeting Organization - The company must convene the shareholders' meeting in accordance with legal and regulatory requirements, ensuring shareholders can exercise their rights [1][2] - The board of directors is responsible for organizing the meeting and must respond to requests from independent directors or shareholders holding over 10% of shares within specified timeframes [8][10] - The audit committee has the authority to propose temporary meetings and can convene them if the board fails to act [3][4] Group 2: Proposals and Notifications - Shareholders holding at least 1% of shares can submit proposals 10 days before the meeting, and the conveners must notify all shareholders of these proposals [14][15] - Notifications must include detailed information about the proposals, including candidates for director elections and their qualifications [16][18] - The notice must be sent out at least 20 days before the annual meeting and 15 days before a temporary meeting [16][17] Group 3: Meeting Procedures - The meeting must be held in a designated location, and shareholders can attend in person or via authorized representatives [21][22] - The meeting must maintain order, and the board is responsible for ensuring a smooth process [23][24] - Voting procedures must be clearly defined, and results must be announced immediately after the meeting [49][51] Group 4: Decision-Making and Disclosure - Decisions made during the meeting must be documented, including attendance and voting results, and must be disclosed to shareholders promptly [56][59] - The company must ensure that resolutions comply with legal standards, and shareholders can request annulment of invalid resolutions within 60 days [59][60] - The board secretary is responsible for public disclosures and ensuring compliance with regulatory requirements [22][66]
乔治白: 募集资金管理办法
Zheng Quan Zhi Xing· 2025-08-15 16:24
Core Points - The company establishes a system to improve the management and usage of raised funds, ensuring compliance with relevant laws and regulations [1][2][3] - The company must disclose the actual usage of raised funds accurately and completely, and announce any significant impacts on investment plans [2][3] - The company is prohibited from changing the intended use of raised funds without proper approval and disclosure [3][4] Fund Management - The company must establish internal controls for the management and usage of raised funds, including approval processes and risk control measures [2][5] - Raised funds should be stored in a special account approved by the board and cannot be used for non-designated purposes [9][10] - The company can temporarily use idle raised funds for cash management, provided it does not affect the normal investment plans [6][7] Investment Projects - The company must use raised funds for specific projects as outlined in the prospectus and cannot change the project without board approval [3][4] - If there are changes in the investment project, the company must provide justifications and seek necessary approvals [11][12] - The company is required to report on the progress of investment projects and any deviations from the planned usage of raised funds [13][14] Oversight and Reporting - The company must conduct regular audits of the management and usage of raised funds and report findings to the board [5][13] - The sponsor institution is responsible for ongoing supervision of the company's fund management and must report any irregularities [13][14] - The company must disclose any significant changes in the financial status of cash management products used for idle funds [7][8]
乔治白: 公司章程(2025年8月)
Zheng Quan Zhi Xing· 2025-08-15 16:24
Core Points - The company is Zhejiang George White Clothing Co., Ltd., established in accordance with the Company Law of the People's Republic of China and other relevant regulations [2][3] - The company was approved for establishment by the Zhejiang Provincial Government and registered with the Zhejiang Provincial Administration for Industry and Commerce [2] - The company was listed on the Shenzhen Stock Exchange on July 13, 2012, with an initial public offering of 24.65 million shares [3] - The registered capital of the company is RMB 504,779,491 [3] Chapter Summaries General Provisions - The articles of association serve as a legally binding document governing the organization and behavior of the company, shareholders, directors, and senior management [4] - The company is a permanent joint-stock company [3] Business Objectives and Scope - The company's business objective is to enhance service quality and optimize efficiency, aiming to become a leading clothing enterprise in China [4][5] - The business scope includes clothing manufacturing, retail, wholesale, special labor protection products, and internet sales [5] Shares - The company's shares are in the form of stocks, with a par value of RMB 1.00 per share [6] - The total number of shares issued is 504,779,491, all of which are ordinary shares [7] Shareholders and Shareholder Meetings - Shareholders have rights to dividends, participate in meetings, supervise the company, and access company documents [11][12] - The company must hold an annual general meeting within six months after the end of the fiscal year [48] Board of Directors and Management - The board of directors is responsible for the company's operations and is elected by shareholders [4] - Senior management includes the manager, deputy managers, financial officer, and other key positions [4] Financial Accounting and Auditing - The company must establish a financial accounting system and conduct internal audits [4] - The appointment of external auditors must be approved by the shareholders [4] Amendments and Notifications - Amendments to the articles of association require shareholder approval [4] - Notifications regarding shareholder meetings must be sent out in a timely manner [60][61]
乔治白: 乔治白独立董事制度
Zheng Quan Zhi Xing· 2025-08-15 16:24
Core Points - The article outlines the independent director system for Zhejiang George White Clothing Co., Ltd., aiming to enhance corporate governance and protect the interests of shareholders and stakeholders [2][19] - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [2][3] - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [2][3] Group 1: Independent Director Qualifications - Independent directors must possess relevant knowledge of corporate operations and have at least five years of experience in law, accounting, or economics [8][12] - Candidates for independent directors must not have any significant negative records, such as recent securities violations or major credit issues [4][5] - Independent directors can serve on the boards of a maximum of three domestic companies to ensure they can fulfill their responsibilities effectively [4][8] Group 2: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [23][24] - They have the authority to propose the convening of temporary shareholder meetings and to request board meetings [32][34] - Independent directors must attend board meetings in person and can delegate their voting rights if unable to attend [27][28] Group 3: Independence and Evaluation - Independent directors must maintain their independence and undergo annual self-assessments regarding their independence status [11][12] - The board is required to evaluate the independence of its directors annually and disclose the results alongside the annual report [11][12] - If an independent director fails to meet independence criteria, they must resign immediately, and the company must fill the vacancy within 60 days [9][10] Group 4: Communication and Reporting - The company must establish effective communication mechanisms between independent directors and minority shareholders [34][35] - Independent directors are required to submit annual reports detailing their attendance at meetings and their engagement with the company [35][36] - The company must provide necessary resources and support to independent directors to facilitate their duties [39][40]
乔治白: 乔治白董事会议事规则
Zheng Quan Zhi Xing· 2025-08-15 16:24
Core Points - The document outlines the rules for the board of directors of Zhejiang George White Clothing Co., Ltd, aiming to standardize meeting procedures and decision-making processes [1][14] - The board is required to hold at least two regular meetings each year, one in each half [3] - Proposals for regular meetings must be formed after consulting all directors and submitted to the chairman for drafting [4] - Temporary meetings can be called under specific circumstances, such as requests from shareholders or regulatory bodies [7] Group 1 - The board office is responsible for handling daily affairs and maintaining official seals [2] - Meeting notifications must be sent out in advance, with regular meetings requiring ten days' notice and temporary meetings requiring five days [8] - Meetings must have a quorum of more than half of the directors present to be valid [4][11] Group 2 - Directors are expected to attend meetings in person, but can delegate their attendance under certain conditions [5][6] - Voting on proposals is conducted by a show of hands or written ballot, with each director having one vote [17] - Decisions require a majority of the directors present, and specific rules apply for related party transactions [19][20] Group 3 - Meeting records must include details such as attendance, proposals discussed, and voting results [27] - The board secretary is responsible for maintaining meeting archives for ten years [32][34] - Any amendments to the rules must be approved by the shareholders' meeting [14]
乔治白: 对外担保管理办法
Zheng Quan Zhi Xing· 2025-08-15 16:24
Core Viewpoint - The company has established a set of guidelines to regulate external guarantees, ensuring the protection of investors' rights and the safety of company assets [1][2]. Group 1: Principles and Approval Process - The company defines "guarantee" as providing assurance, mortgage, pledge, lien, and deposit for others, including for its subsidiaries [1]. - External guarantees must adhere to principles of legality, prudence, mutual benefit, and safety, with strict control over guarantee risks [1]. - Approval for external guarantees requires a two-thirds majority from the board of directors, and certain guarantees exceeding specified thresholds must be approved by the shareholders' meeting [2][3]. Group 2: Risk Management and Oversight - The company must require counter-guarantees from the other party, ensuring that the counter-guarantee provider has the actual capacity to bear the obligation [1]. - The financial department is responsible for submitting a written application and due diligence report, which includes details on the guarantee amount, credit status of the guaranteed party, and associated risks [2]. - Continuous monitoring of the guaranteed party's financial status is mandated, with regular reporting to the board of directors [5]. Group 3: Disclosure and Compliance - The company is required to disclose relevant information regarding external guarantees in a timely manner [3]. - Independent directors must provide independent opinions on external guarantee matters and conduct regular investigations into the company's guarantee situation [5]. - The guidelines will take effect upon approval by the shareholders' meeting and will be interpreted by the board of directors [5].
乔治白: 累积投票制实施细则
Zheng Quan Zhi Xing· 2025-08-15 16:24
第五条 在一次股东会上,拟选举两名以上的董事时,董事会应当在召开股 东会通知中,表明该次董事选举采用累积投票制。 《深圳证券交易所股票上市规 则》及公司章程的有关规定,特制订本实施细则。 第二条 本细则所指累积投票制,是指公司股东会选举两名以上董事时,出 席股东会的股东所拥有的投票权等于其所持有的股份总数乘以应选董事人数之 积,出席会议股东可以将其拥有的投票权全部投向一位董事候选人,也可以将其 拥有的投票权分散投向多位董事候选人,按得票多少依次决定董事人选。 第三条 为确保独立董事当选符合规定,公司独立董事和非独立董事的选举 分开进行,均采用累积投票制选举。具体操作如下: 选举独立董事时,出席会议股东所拥有的投票权数等与其所持有的股份总数乘 以该次股东会应选独立董事人数之积,该部分投票权只能投向该次股东会的独立 董事候选人。选举非独立董事时,出席会议股东所拥有的投票权数等与其所持有 的股份总数乘以该次股东会应选非独立董事人数之积,该部分投票权只能投向该 次股东会的非独立董事候选人。 第四条 股东会仅选举一名董事时,不适用累积投票制。 浙江乔治白服饰股份有限公司 股东会累积投票制实施细则 第一条 为进一步完善公 ...
乔治白: 乔治白审计委员会议事规则
Zheng Quan Zhi Xing· 2025-08-15 16:24
第一条 宗旨 为进一步规范浙江乔治白服饰股份有限公司(以下简称"公司")审计委员 会的议事方式和表决程序,促使审计委员会成员和审计委员会有效地履行监督职 责,完善公司法人治理结构,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》 浙江乔治白服饰股份有限公司 审计委员会议事规则 审计委员会会议分为定期会议和临时会议。 《深圳证券交易所股票上市规则》和《浙江乔治白服饰股份有限公司章程》(以 下简称"《公司章程》")以及其他的有关法律、法规规定,制订本规则。 第二条 审计委员会办公室 审计委员会设审计委员会办公室,处理审计委员会日常事务。 审计委员会主席兼任审计委员会办公室负责人,保管审计委员会印章。审计 委员会主席可以指定公司证券事务代表或者其他人员协助其处理审计委员会日 常事务。 第三条 审计委员会定期会议和临时会议 审计委员会定期会议应当每六个月至少召开一次。出现下列情况之一的,审 计委员会应当在十日内召开临时会议: (一)任何审计委员会成员提议召开时; (以下简称"《证券法》")、 (二)股东会、董事会会议通过了违反法律、法规、规章、监管部门的各种 规定和要求、公司章程 ...
乔治白: 乔治白股东会网络投票实施细则
Zheng Quan Zhi Xing· 2025-08-15 16:24
股东会网络投票实施细则 第一章 总则 第一条 为规范浙江乔治白服饰股份有限公司(以下简称"公司")股东会 网络投票业务,保护股东的合法权益,根据《深圳证券交易所上市公司股东会网 络投票实施细则(2025 年修订)》、《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》、《深圳证券交易所股票上市规则》(以下 简称"股票上市规则")、公司章程以及其他有关规定,制订本细则。 第二条 本细则所称上市公司股东会网络投票系统(以下简称"网络投票系 统")是指公司利用网络与通信技术,为上市公司股东行使股东会表决权提供服 务的信息技术系统。 浙江乔治白服饰股份有限公司 第二章 网络投票的准备工作 第六条 公司在股东会通知中,应当对网络投票的投票代码、投票简称、投 票时间、投票提案、提案类型等有关事项作出明确说明。 第七条 公司应当在股东会通知发布日次一交易日在深圳证券交易所网络投 票系统申请开通网络投票服务,并将股东会基础资料、投票提案、提案类型等投 票信息录入系统。 公司应当在股权登记日次一交易日完成对投票信息的复核,确认投票信息的 真实、准确和完整。 第八条 公司应当在网络投票开始日的二个交易日前提 ...