Kaizhong Precision(002823)
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凯中精密: 总经理工作细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-13 09:16
Core Points - The document outlines the operational guidelines for the General Manager of Shenzhen Kaizhong Precision Technology Co., Ltd, aiming to enhance corporate governance and ensure effective management [2][3] Group 1: General Provisions - The company establishes a General Manager to oversee daily operations and report to the Board of Directors [2] - The General Manager is responsible for implementing board decisions and managing the company's production and operations [2][3] Group 2: Qualifications and Appointment Procedures - The General Manager and senior management must possess extensive economic and management knowledge, practical experience, and strong management capabilities [3] - Specific disqualifications for the General Manager include criminal convictions related to corruption or financial misconduct [4][5] Group 3: Responsibilities of the General Manager - The General Manager is tasked with organizing the company's annual operational plans and investment proposals [6][8] - The General Manager must report to the Board on significant operational issues and ensure compliance with legal and regulatory requirements [12][13] Group 4: Reporting System - The General Manager is required to report work progress to the Board regularly and must communicate any major issues immediately [12][13] - Reports should include the company's long-term development plans, annual plan implementation, and significant contracts [12][13] Group 5: Performance Evaluation and Incentives - The performance of the General Manager is evaluated by the Board, linking compensation to company performance and individual achievements [31][32] - Violations of laws or negligence leading to company losses may result in penalties or legal action against the General Manager [33]
凯中精密: 董事会审计委员会实施细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-13 09:16
Core Points - The article outlines the implementation rules for the Audit Committee of Shenzhen Kaizhong Precision Technology Co., Ltd, emphasizing its role in supervising financial information, internal controls, and auditing processes [2][3] Group 1: General Provisions - The Audit Committee is established to enhance the internal supervision mechanism and improve corporate governance structure [2][3] - The committee is responsible for reviewing financial information, supervising internal and external audits, and exercising the powers of the supervisory board as stipulated by law [3] Group 2: Composition of the Committee - The Audit Committee consists of three directors, with a majority being independent directors, and at least one member must be a professional accountant [5] - The committee's members are nominated by the chairman or a majority of independent directors and elected by the board [5] Group 3: Responsibilities and Authority - The main responsibilities include supervising external audit work, evaluating internal audit functions, and ensuring compliance with laws and regulations [6][10] - The committee must disclose its annual performance and the status of its meetings alongside the company's annual report [10] Group 4: Meeting Procedures - The Audit Committee is required to meet at least quarterly, with provisions for special meetings as needed [16] - A quorum for meetings requires the presence of at least two-thirds of the members, and decisions must be approved by a majority [26] Group 5: Reporting and Accountability - The committee must report any significant issues or findings to the board and can propose the convening of temporary shareholder meetings if necessary [12][21] - The committee has the authority to supervise the internal audit department and ensure compliance with internal control standards [9][11]
凯中精密: 投资者关系管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-13 09:16
Core Points - The article outlines the investor relations management system of Shenzhen Kaizhong Precision Technology Co., Ltd, emphasizing the importance of communication between the company and its investors, particularly small and medium-sized investors [2][3] - The management system is designed to enhance corporate governance, ensure compliance with relevant laws and regulations, and protect the rights of investors [2][3] - The principles of investor relations management include compliance, equality, proactivity, and honesty [3] Summary by Sections General Principles - The purpose of investor relations management is to foster a positive relationship between the company and its investors, enhance understanding of the company, and maximize overall corporate benefits and shareholder wealth [4][5] - The company must ensure that investor relations activities are conducted objectively, truthfully, accurately, and completely [5] Organization and Responsibilities - The company’s board secretary is responsible for investor relations management, coordinating activities and ensuring compliance with regulations [4][5] - Training for board members and senior management is essential to improve communication skills and understanding of relevant laws and regulations [5][6] Content and Methods of Investor Relations Management - Communication methods include announcements, investor briefings, shareholder meetings, and various online platforms to ensure timely and effective communication [6][7] - The company must maintain confidentiality regarding undisclosed information to prevent insider trading [6][7] Communication with Investors - The company is required to hold investor briefings under specific circumstances, such as significant changes in cash dividends or major events that attract market attention [9][10] - Regular communication with small and medium investors is emphasized, including annual report briefings and opportunities for direct interaction [10][11] Compliance and Record Keeping - The company must adhere to legal disclosure requirements and maintain accurate records of investor relations activities, including participant details and content of discussions [12][14] - Any violation of disclosure regulations must be addressed promptly with formal announcements [11][12]
凯中精密: 董事会议事规则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-13 09:16
Core Points - The document outlines the rules for the board of directors of Shenzhen Kaizhong Precision Technology Co., Ltd, aiming to standardize decision-making processes and enhance operational efficiency [1][2][12] - The board consists of nine members, including three independent directors and one employee representative, with a chairperson elected by a majority of the board [1][2] Group 1: Board Composition and Diversity - The board's composition should consider diversity in gender, age, region, culture, education background, industry experience, professional skills, and service tenure [2] Group 2: Meeting Procedures - Board meetings are categorized into regular and temporary meetings, with at least one regular meeting held in each half of the year [6] - Notice for regular meetings must be sent ten days in advance, while temporary meetings require a three-day notice [7] - Meetings can be held in person, remotely, or in a hybrid format, with in-person meetings being the default [4] Group 3: Voting and Decision-Making - A quorum requires more than half of the directors to be present, and decisions are made based on a majority vote [10][17] - Independent directors must personally attend meetings, and if they miss two consecutive meetings without delegation, a proposal to dismiss them must be made [12] Group 4: Record Keeping and Confidentiality - Meeting records must include details such as date, attendees, agenda, and voting results, and must be signed by participants [21][22] - All meeting documents must be kept confidential until officially announced [11] Group 5: Execution of Resolutions - Directors are responsible for ensuring the implementation of resolutions and must report any significant changes that could affect execution [25]
凯中精密: 股东会议事规则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-13 09:16
Core Points - The document outlines the rules for the shareholders' meeting of Shenzhen Kaizhong Precision Technology Co., Ltd, ensuring compliance with relevant laws and regulations [2][18] - The rules specify the procedures for convening, conducting, and documenting shareholders' meetings, including the rights of shareholders to propose meetings and vote [4][12] Group 1: General Provisions - The company must strictly adhere to laws, regulations, and its articles of association when convening shareholders' meetings [2][3] - Shareholders' meetings are categorized into annual and temporary meetings, with specific timelines for their occurrence [4][5] Group 2: Convening Shareholders' Meetings - The board of directors is responsible for timely convening of meetings, and independent directors can propose temporary meetings [6][8] - Shareholders holding more than 10% of shares can request the board to convene a temporary meeting, and if the board fails to respond, they can approach the audit committee [4][5] Group 3: Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting authority and be clearly defined [13][14] - Notifications for meetings must be sent out in advance, detailing the agenda and allowing shareholders to participate [7][16] Group 4: Conducting Shareholders' Meetings - Meetings should be held in a designated location, and provisions must be made for remote participation [21][22] - The chairman of the board or designated representatives must preside over the meetings, ensuring order and compliance with the rules [30][31] Group 5: Voting Procedures - Voting can occur through various methods, including in-person and online, with specific rules governing the counting and reporting of votes [39][40] - The results of the votes must be announced promptly, and detailed records of the meetings must be maintained for a minimum of ten years [42][46]
凯中精密: 信息披露管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-13 09:16
General Principles - The company establishes an information disclosure management system to regulate its information disclosure behavior, enhance management of disclosure affairs, and protect investors' rights [2][3] - Information disclosure obligations require that all information be disclosed truthfully, accurately, completely, and timely, without any false records or misleading statements [2][3] - The company must ensure that information is disclosed simultaneously to all investors and cannot leak information to any individual or organization before official disclosure [2][3] Disclosure Content - The company is required to disclose periodic reports, including annual, semi-annual, and quarterly reports, which must contain significant information affecting investors' decisions [5][6] - Annual reports must be audited by a qualified accounting firm and include key financial data, stock and bond issuance details, and major shareholder information [11][12] - The company must disclose any significant events that could impact its securities trading prices immediately, including major changes in operations, significant investments, and legal issues [11][12] Disclosure Procedures - The company must follow a strict process for information disclosure, including verification by relevant departments, compliance checks by the board secretary, and approval from the chairman [18][19] - The board secretary is responsible for drafting and publishing announcements, ensuring that all disclosures are timely and comply with regulations [20][21] Responsibilities and Management - The chairman of the board is the primary responsible person for information disclosure, while the board secretary manages daily disclosure affairs [35][36] - All directors and senior management are accountable for the accuracy and completeness of disclosed information, and they must ensure compliance with legal and regulatory requirements [43][44] Confidentiality Measures - Individuals with access to insider information are required to maintain confidentiality and are subject to strict internal controls to prevent unauthorized disclosure [45][46] - The company must implement measures to limit the circulation of sensitive information and ensure that confidentiality agreements are signed by relevant personnel [47][48] Exemptions and Delays - The company may delay or exempt disclosure of information that involves state secrets or commercial secrets under specific conditions [50][51] - If the reasons for delaying disclosure are resolved, the company must promptly disclose the information [52][53] Investor Relations - The company must ensure fair access to information for all investors and establish a clear process for investor relations activities [58][59] - The board secretary is responsible for managing investor relations and ensuring that all activities are documented and compliant with regulations [58][59]
凯中精密: 董事、高级管理人员薪酬管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-13 09:16
Core Points - The document outlines the compensation management system for directors and senior management of Shenzhen Kaizhong Precision Technology Co., Ltd, aiming to establish an effective incentive and restraint mechanism to motivate directors and senior management and ensure the achievement of the company's strategic goals [1][2] Group 1: General Principles - The compensation management system is designed to improve the compensation management of directors and senior management, in accordance with relevant laws and the company's articles of association [1] - This system applies to directors and senior management as defined in the company's articles of association [1] Group 2: Compensation Management Structure - The shareholders' meeting is responsible for reviewing the compensation policies and plans for directors, while the board of directors is responsible for those of senior management [2] - The Compensation and Assessment Committee under the board of directors is tasked with formulating and reviewing the assessment methods and compensation plans for directors and senior management, as well as evaluating their performance and conduct [2] Group 3: Compensation Standards and Distribution - Directors' compensation is based on their specific roles within the company, with external directors receiving a director allowance determined by the shareholders' meeting [2] - Senior management's compensation is determined by their specific roles and includes both basic remuneration and incentive compensation based on the value created for the company during their tenure [2][3] - Compensation for directors and senior management is subject to personal income tax deductions as per national regulations [2] Group 4: Compensation Adjustment - The compensation system should serve the company's operational strategy and be adjusted according to changes in the company's operational status [3] - The board of directors' Compensation and Assessment Committee may propose adjustments to compensation standards in response to significant changes in the operating environment or external conditions [3] Group 5: Supplementary Provisions - Any matters not covered by this system or any conflicts with national laws, regulations, or the company's articles of association will be governed by the relevant national laws and regulations [4] - The board of directors is responsible for interpreting and amending this system [4] - This system will take effect after being approved by the shareholders' meeting [4]
凯中精密: 第五届董事会第八次会议决议公告
Zheng Quan Zhi Xing· 2025-08-13 09:15
Core Points - The company held its fifth board meeting on August 13, 2025, with all nine directors present, including three independent directors [1] - The board approved several resolutions, including amendments to the company's articles of association and the establishment of a subsidiary in Thailand [1] Group 1: Amendments and Governance - The board approved the proposal to amend the company's articles of association, which will be submitted for shareholder approval [1] - The board also approved the formulation or revision of several governance systems, with unanimous support from all directors [1] Group 2: Investment and Expansion - The board approved the proposal to invest in establishing a subsidiary and a new production base in Thailand, which had previously been reviewed by the strategic committee [1]
凯中精密: 董事、高级管理人员离职管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-13 09:15
Core Points - The article outlines the management system for the resignation of directors and senior management at Shenzhen Kaizhong Precision Technology Co., Ltd, aiming to ensure corporate governance stability and protect shareholder rights [2][4]. Chapter Summaries General Principles - The management system is established in accordance with relevant laws and regulations, including the Company Law and the Shenzhen Stock Exchange rules, and is applicable to all directors and senior management [2]. Resignation Circumstances and Procedures - Directors can resign before their term ends by submitting a written resignation report, and they must continue to fulfill their duties until a new board is elected under certain conditions [4][5]. - The board can dismiss senior management, who must provide three months' notice if resigning before their term ends [5]. - Directors and senior management must ensure a smooth transition of responsibilities upon leaving, including the handover of documents and ongoing projects [5][7]. Responsibilities and Obligations of Resigning Directors and Senior Management - The obligations of loyalty and confidentiality continue after resignation, with a minimum duration of two years for certain responsibilities [9]. - Resigning individuals must cooperate with the company in handling any legal disputes or business issues that arise post-resignation [7][9]. Shareholding Management of Resigning Directors and Senior Management - Resigning directors and senior management are prohibited from transferring their shares within six months of leaving [13]. - They must adhere to specific restrictions on share transfers during and after their term [14]. Accountability Mechanism - The board will review and decide on accountability measures if any resigning directors or senior management fail to fulfill their commitments or obligations [17]. Supplementary Provisions - The management system will take effect upon approval by the shareholders' meeting and will be subject to relevant national laws and regulations [19][20].
凯中精密: 关于修订《公司章程》的公告
Zheng Quan Zhi Xing· 2025-08-13 09:15
Core Points - The company, Shenzhen Kaizhong Precision Technology Co., Ltd., held its eighth meeting of the fifth board of directors on August 13, 2025, where it approved a proposal to amend its Articles of Association and adjust its corporate governance structure [1] - The proposal includes transferring the powers of the supervisory board to the audit committee of the board of directors, leading to the abolition of the "Rules of Procedure for the Supervisory Board" [1] - The amendments will be submitted for shareholder approval, and the final changes will depend on the approval from the relevant administrative authorities [1] Summary by Sections - **Amendment Overview**: The company aims to revise its Articles of Association to better align with the Company Law and Securities Law of the People's Republic of China, ensuring the protection of the rights of the company, shareholders, and creditors [2] - **Changes in Governance**: The role of the legal representative is clarified, stating that the chairman of the board will also serve as the legal representative, and the company will bear civil liability for actions taken by the legal representative [2][3] - **Legal Binding**: The amended Articles will serve as a legally binding document governing the relationships and rights among the company, shareholders, directors, supervisors, and senior management [4] - **Management Definitions**: The definition of senior management is expanded to include the general manager, vice general managers, board secretary, and financial officer [4] - **Party Organization**: The company will establish a Communist Party organization and conduct party activities in accordance with relevant regulations [4] - **Business Scope**: The business scope includes the research, production, and sales of various electrical and automotive components, with the final scope subject to approval by the registration authority [5] - **Share Issuance Principles**: The principles of fairness and equality in share issuance are maintained, ensuring that all shares of the same category have equal rights [6] - **Shareholder Rights**: Shareholders are entitled to dividends and other forms of profit distribution based on their shareholdings, and they have the right to request and participate in shareholder meetings [11][13] - **Share Transfer Regulations**: Regulations regarding the transfer of shares are outlined, including restrictions on transfers within a specified period for certain stakeholders [12][10] - **Shareholder Meeting Procedures**: The procedures for convening shareholder meetings, including the rights of shareholders to propose agenda items, are detailed [25][26]