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电光科技: 电光防爆科技股份有限公司第五届董事会第二十二次会议决议公告
Zheng Quan Zhi Xing· 2025-07-31 16:15
Core Viewpoint - The company held its 22nd meeting of the fifth board of directors, where several key resolutions were passed, including changes to the company's address and business scope, revisions to governance documents, and the nomination of candidates for the sixth board of directors [1][2][3][4]. Group 1: Meeting Resolutions - The board approved a proposal to change the company's address and business scope, along with amendments to the Articles of Association and other governance documents [1][2]. - The board also approved revisions to certain governance systems, including the Internal Audit System and the Insider Information Registration Management System [2]. - A proposal for the nomination of candidates for the sixth board of directors was approved, with specific individuals nominated for both non-independent and independent director positions [3][4]. Group 2: Voting Results - All resolutions were passed with unanimous support, receiving 9 votes in favor, with no votes against or abstentions [2][4]. - The proposals will be submitted for approval at the upcoming shareholders' meeting [2][4]. Group 3: Upcoming Events - The company announced the convening of the second extraordinary shareholders' meeting of 2025 to discuss the approved proposals [4]. - The company also established a system for the temporary suspension and exemption of information disclosure, aimed at ensuring compliance with disclosure obligations [4].
电光科技: 电光防爆科技股份有限公司关于召开2025年第二次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-07-31 16:15
Meeting Information - The company will hold its second extraordinary general meeting of shareholders on August 19, 2025, at 14:00 [1] - Network voting will be available on the same day from 09:15 to 15:00 [2] Voting Procedures - Shareholders can vote through the Shenzhen Stock Exchange trading system and the internet voting system [2][6] - Shareholders must choose either on-site voting or network voting, with the first vote being the valid one in case of duplicates [2] Meeting Agenda - The meeting will review several proposals, including changes to the company's address and business scope, and amendments to the articles of association [4] - Proposals 10 and 11 will involve cumulative voting for the election of non-independent and independent directors [5] Registration Requirements - Individual shareholders must present their ID and shareholding proof for registration [5] - Legal representatives must provide a copy of the business license and other relevant documents [5] Voting Rights and Counting - The voting results for small and medium investors will be counted separately and disclosed publicly [5] - Cumulative voting allows shareholders to allocate their votes among candidates for the board of directors [8][11]
电光科技: 电光防爆科技股份有限公司董事会议事规则
Zheng Quan Zhi Xing· 2025-07-31 16:15
General Principles - The purpose of the rules is to standardize the decision-making process of the board of directors and improve the efficiency and scientific level of decision-making [1][2] - The board of directors is the decision-making body responsible for the company's development goals and major operational activities [1][2] Board Powers - The board has the authority to convene shareholder meetings, execute resolutions, decide on operational plans, and formulate financial budgets [1][2] - The board is responsible for major acquisitions, capital changes, and internal management structure [1][2] Chairman's Powers - The chairman presides over shareholder and board meetings, supervises the execution of board resolutions, and has special disposal rights in emergencies [2][3] - The board must collectively decide on significant matters rather than allowing the chairman or individual directors to make unilateral decisions [2][3] Specialized Committees - The board establishes four specialized committees: Strategic Committee, Audit Committee, Compensation and Assessment Committee, and Nomination Committee [3][4] - Each committee is responsible for specific areas such as long-term strategy, financial information review, and executive compensation [4][5] Meeting Procedures - Board meetings must be convened by the chairman, with at least two meetings held annually [6][7] - Shareholders and directors can propose temporary meetings, which must be convened within ten days of the proposal [6][7] Voting and Decision-Making - Board meetings require the presence of more than half of the directors to be valid, and decisions are made by a one-vote-per-person system [9][12] - Decisions regarding related party transactions must be approved by a majority of disinterested directors [12][29] Documentation and Record-Keeping - Board resolutions must be documented in writing, signed by attending directors, and kept for at least twenty years [12][13] - Meeting records should include details such as date, attendees, agenda, and voting results [13][36] Major Decision-Making Procedures - The president and board secretary are nominated by the chairman and must be approved by the board [14][15] - For significant external investments or asset transactions, feasibility studies must be conducted and submitted to the board for approval [14][15]
电光科技: 电光防爆科技股份有限公司董事会战略委员会实施细则
Zheng Quan Zhi Xing· 2025-07-31 16:15
Core Viewpoint - The establishment of the Strategic Committee aims to enhance the company's core competitiveness, improve decision-making efficiency and quality in major investments and capital operations, and strengthen corporate governance [1]. Group 1: General Provisions - The Strategic Committee is a specialized working body established by the Board of Directors to research and propose suggestions on the company's medium to long-term development strategy and major investment decisions [1][2]. - The committee consists of directors, with independent directors making up the majority and serving as conveners [2]. Group 2: Responsibilities and Authority - The Strategic Committee is responsible for researching and deciding whether to submit the company's medium to long-term development strategy and major investment projects for Board review [2]. - It conducts feasibility studies, negotiations, due diligence, and contract signing for significant new investment projects and decides on submission to the Board [2]. - The committee also researches major financing matters, such as stock and bond issuance, and decides on submission to the Board [2]. - It monitors and manages the implementation of approved matters and handles other tasks authorized by the Board [2]. Group 3: Meeting Rules - The Strategic Committee holds meetings based on the chairman's proposal, notifying all members seven days in advance [3]. - A quorum of two-thirds of the members is required for meetings, and decisions must be approved by a majority [3]. - The committee can invite company directors and executives to attend meetings and may hire intermediaries for professional advice [3][4]. Group 4: Supplementary Provisions - The implementation rules will follow national laws and regulations, and any conflicts with updated laws or company articles will be revised accordingly [5]. - The rules become effective after being approved by the Board and the shareholders' meeting, with provisions related to stock listing to be implemented post-listing [5].
电光科技: 电光防爆科技股份有限公司董事和高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-07-31 16:15
Core Viewpoint - The article outlines the management system for the resignation of directors and senior management at Electric Light Explosion-proof Technology Co., Ltd, aiming to ensure the company's healthy, sustainable, and stable development in compliance with relevant laws and regulations [1][2]. Summary by Sections General Principles - The system is established to improve the resignation management framework for directors and senior management, based on the Company Law of the People's Republic of China and relevant regulations from the Shenzhen Stock Exchange [1]. Resignation Circumstances and Procedures - Directors and senior management can resign before their term ends by submitting a written resignation report. The original directors must continue to perform their duties until new directors are elected under specific circumstances [2]. - The company must complete the election of new directors within sixty days of a resignation to ensure compliance with legal and regulatory requirements [2]. - The resignation of a legal representative is considered simultaneous with the resignation of the director or manager [2]. Responsibilities and Obligations of Resigning Directors and Senior Management - Resigning directors and senior management must complete all handover procedures within five working days after their resignation takes effect, including the transfer of operational documents and financial materials [3]. - The obligations of loyalty to the company remain effective for three years after resignation, and confidentiality regarding trade secrets continues until the information becomes public [3][4]. - Directors are not exempt from responsibilities incurred during their tenure, and the company will bear liability for damages caused by directors' actions [4]. Shareholding Management of Resigning Directors and Senior Management - Directors and senior management are prohibited from transferring their shares for six months after resignation [5]. - There are restrictions on the percentage of shares that can be transferred annually, and any changes in shareholding must be reported to the company [5]. Accountability Mechanism - If a resigning director or senior management fails to fulfill their commitments, the board of directors will review and determine the accountability measures, which may include compensation for direct losses and expected benefits [6]. - Resigning individuals can appeal the accountability decisions within fifteen days of notification [6].
电光科技: 电光防爆科技股份有限公司董事会薪酬与考核委员会实施细则
Zheng Quan Zhi Xing· 2025-07-31 16:15
Core Points - The company has established a Compensation and Assessment Committee to enhance the governance structure and manage the assessment and compensation of directors and senior management [1][2] - The committee is responsible for formulating assessment standards and compensation policies for directors and senior management, and it reports to the board of directors [1][3] - The committee consists of three directors, with independent directors making up the majority and serving as the convener [2][3] Committee Responsibilities - The committee is tasked with developing assessment standards for directors and senior management, reviewing compensation policies, and making recommendations on various matters including compensation and incentive plans [3][4] - The board of directors has the authority to reject any compensation plans that may harm shareholder interests, and any unadopted recommendations must be documented and disclosed [3][4] - Compensation plans for directors require board approval and must be submitted to the shareholders' meeting for approval before implementation [3][4] Decision-Making Procedures - A working group under the committee is responsible for preparing necessary materials for decision-making, including financial indicators and performance evaluations [4][5] - The evaluation process involves self-assessment by directors and senior management, followed by performance evaluations conducted by the committee [5][6] - The committee meetings can be regular or temporary, with specific notification requirements for each type of meeting [6][7] Meeting Regulations - Meetings require the presence of at least two-thirds of the committee members to be valid, and decisions must be approved by a majority [6][7] - The committee can invite directors and senior management to attend meetings if necessary, and may seek professional advice from external agencies [7][8] - Meeting records must be kept confidential, and members are required to sign the meeting minutes [7][8]
电光科技: 电光防爆科技股份有限公司对外投资管理制度
Zheng Quan Zhi Xing· 2025-07-31 16:15
Core Points - The document outlines the external investment management system of the company, aiming to strengthen internal controls, standardize investment behavior, mitigate risks, and enhance investment efficiency [1][2] - The investment principles emphasize compliance with national laws, alignment with the company's development strategy, appropriate scale, and prioritization of benefits [2] - The approval process for external investments is detailed, specifying thresholds for board and shareholder approval based on asset totals, net assets, revenue, and profit metrics [5][6][7] Investment Types - External investments include various forms such as entrusted financial management, loans, investments in subsidiaries, and project investments [1] - Investments are categorized into short-term and long-term, with short-term investments being liquid and held for less than a year, while long-term investments are not intended for quick liquidation [10][11] Approval Authority - The document specifies that investments exceeding certain thresholds require board approval, while those exceeding 50% of total assets or net assets must be approved by the shareholders [6][7] - The chairman can approve investments that do not meet the specified thresholds [3] Management Structure - The company's governance structure includes the shareholder meeting, board of directors, and the chairman as decision-making bodies for external investments [11][12] - A strategic decision-making committee is responsible for coordinating investment project analysis and providing recommendations [12] Financial Management - The finance department is tasked with maintaining detailed accounting records for each investment project and ensuring compliance with accounting standards [39][40] - Regular audits and evaluations of investment performance are mandated to protect the company's interests [46][47] Reporting and Disclosure - The company must adhere to strict information disclosure obligations as per relevant laws and regulations, ensuring timely reporting of significant events by invested companies [48][49] - The document emphasizes the importance of transparency and accountability in investment activities [48][50]
电光科技: 电光防爆科技股份有限公司章程
Zheng Quan Zhi Xing· 2025-07-31 16:15
General Provisions - The company aims to protect the legal rights of the company, shareholders, employees, and creditors, in accordance with relevant laws and regulations [1][2] - The company is established as a joint-stock limited company and registered in Wenzhou, Zhejiang Province [1][2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 36.67 million shares on October 9, 2014 [1][3] Company Objectives and Scope - The company's business objectives include manufacturing safe products, cultivating excellent employees, fulfilling social responsibilities, and sharing development results [3] - The company engages in the manufacturing and sales of explosion-proof electrical appliances, switches, vacuum contactors, circuit breakers, and various other electrical and mechanical products [3] Shares - The total number of shares issued by the company is 362,079,880, and the share structure consists of ordinary shares [5] - The company adheres to principles of openness, fairness, and justice in the issuance of shares, ensuring equal rights for all shareholders of the same class [5][6] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including the right to request the convening of shareholder meetings [10][12] - Shareholders holding more than 5% of voting shares must report any pledges of their shares to the company [14] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [19] - Shareholder meetings can be conducted in person or via electronic communication, ensuring accessibility for all shareholders [19][20] Decision-Making and Voting - Ordinary resolutions require approval from more than half of the voting rights present, while special resolutions require two-thirds approval [85][87] - The company must disclose detailed information about board candidates during shareholder meetings, including their backgrounds and any potential conflicts of interest [66][67]
电光科技: 电光防爆科技股份有限公司防范控股股东及关联方占用资金管理制度
Zheng Quan Zhi Xing· 2025-07-31 16:15
Core Viewpoint - The company establishes a long-term mechanism to prevent the controlling shareholder and related parties from occupying its funds, ensuring compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The company prohibits any fund occupation by controlling shareholders, actual controllers, and related parties during operational transactions [2]. - The company must not provide funds directly or indirectly to controlling shareholders and related parties for non-operational expenses, including salaries, benefits, and debt repayments [2][3]. Group 2: Transaction Management - All related transactions with controlling shareholders and actual controllers must adhere strictly to the regulations set forth by the Shenzhen Stock Exchange and the company's articles of association [3]. - The company must maintain a clear separation in personnel, assets, finance, and operations from controlling shareholders and actual controllers [3]. Group 3: Responsibilities and Measures - The company establishes a leadership group to oversee the prevention of fund occupation, led by the chairman and including key financial and auditing personnel [5][6]. - The chairman is designated as the primary responsible person for preventing fund occupation and ensuring the recovery of occupied funds [5]. Group 4: Accountability and Penalties - Directors and senior management are prohibited from approving any fund occupation by controlling shareholders and related parties, with penalties for violations [8][9]. - The company will pursue legal responsibility for any losses incurred by investors due to violations of this system [9].
电光科技: 电光防爆科技股份有限公司董事、高级管理人员薪酬管理制度
Zheng Quan Zhi Xing· 2025-07-31 16:15
Core Points - The company has established a remuneration management system for its directors and senior management to enhance governance structure and motivate personnel for sustainable development [1][2][3] Summary by Sections General Principles - The remuneration system is based on principles of fairness, alignment of responsibilities and rights, long-term development, balance of incentives and constraints, and fairness in assessment [2][3] Management Structure - The Remuneration and Assessment Committee is responsible for setting assessment standards, reviewing remuneration policies, and making recommendations to the board regarding remuneration and incentive plans [3][4] Remuneration Composition and Standards - Independent directors receive a fixed allowance determined by the Remuneration and Assessment Committee, while non-independent directors do not receive remuneration unless they are involved in daily operations [4][5] - The company can adjust remuneration based on industry standards, operational performance, and organizational changes [4][5] Remuneration Management and Payment - Independent director allowances are paid monthly, while remuneration for non-independent directors and senior management is based on company policies [5][6] - Remuneration is subject to deductions for personal income tax and social insurance contributions [5][6] Performance and Penalties - The company reserves the right to reduce or withhold performance bonuses for directors and senior management under specific circumstances, including violations of company policies or causing significant economic losses [5][6] Additional Provisions - The remuneration management system will be effective upon approval by the shareholders' meeting and will be interpreted by the board of directors [6]