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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]
凯中精密: 关于在泰国投资设立子公司并新建生产基地的公告
Zheng Quan Zhi Xing· 2025-08-13 09:15
Group 1 - The company plans to invest up to 250 million RMB in establishing a subsidiary and a new production base in Thailand to enhance its overseas operations and meet local customer needs [1][2] - The investment is part of the company's strategic planning to expand its overseas layout and improve its overall competitiveness and risk resilience [2] - The funding for this investment will come from the company's own funds and self-raised funds, and it is not expected to significantly impact the company's financial status or operations [2] Group 2 - The investment does not constitute a related party transaction or a major asset restructuring as defined by relevant regulations [2] - There are uncertainties regarding the approval processes for licenses and registrations, which may affect the smooth implementation of the investment [2] - The company will fulfill its information disclosure obligations in accordance with relevant laws and regulations during the investment process [3]
凯中精密:8月13日召开董事会会议
Mei Ri Jing Ji Xin Wen· 2025-08-13 09:07
(文章来源:每日经济新闻) 凯中精密8月13日晚间发布公告称,公司第五届第八次董事会会议于2025年8月13日在公司会议室以现场 与通讯相结合的方式召开。会议审议了《关于修订的议案》等文件。 ...
凯中精密(002823.SZ):拟在泰国投资设立子公司并新建生产基地
Ge Long Hui A P P· 2025-08-13 09:02
Group 1 - The company plans to establish a subsidiary and build a production base in Thailand to enhance its overseas connector and precision component business strategy [1] - The total investment amount for this project will not exceed 250 million RMB (or equivalent in other currencies), which includes land purchase and fixed asset construction [1] - Funding for the investment will come from the company's own funds and self-raised funds, with the actual investment amount subject to approval by Chinese and local authorities [1]
凯中精密(002823) - 公司章程(2025年8月)
2025-08-13 09:01
深圳市凯中精密技术股份有限公司 章程 二○二五年八月 | 第一章 总则 | | | 2 | | --- | --- | --- | --- | | 第二章 经营宗旨和范围 | | | 3 | | 第三章 股份 | | | 3 | | 第一节 | | 股份发行 | 3 | | 第二节 | | 股份增减和回购 | 4 | | 第三节 | | 股份转让 | 5 | | 第四章 股东和股东会 | | | 6 | | 第一节 | | 股东的一般规定 | 6 | | 第二节 | | 控股股东和实际控制人 | 9 | | 第三节 | | 股东会的一般规定 | 10 | | 第四节 | | 股东会的召集 | 12 | | 第五节 | | 股东会的提案与通知 | 13 | | 第六节 | | 股东会的召开 | 15 | | 第七节 | | 股东会的表决和决议 | 17 | | 第五章 董事会 | | | 20 | | 第一节 | | 董事的一般规定 | 20 | | 董事会 | 第二节 | | 24 | | 第三节 | | 独立董事 | 28 | | 第四节 | | 董事会专门委员会 | 30 | | 第六章 高级管理人员 | ...
凯中精密(002823) - 股东会议事规则(2025年8月)
2025-08-13 09:01
深圳市凯中精密技术股份有限公司 股东会议事规则 深圳市凯中精密技术股份有限公司 股东会议事规则 (2025 年 8 月) 第一章 总则 第一条 为规范深圳市凯中精密技术股份有限公司(以下简称"公司"或"本 公司")行为,保证股东会依法行使职权,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》") 《上市公司股东会规则》(以下简称"《股东会规则》")《深圳证券交易所股 票上市规则》(以下简称"《股票上市规则》")及《深圳市凯中精密技术股份 有限公司章程》(以下简称"《公司章程》")及其他有关法律、法规和规范性 文件的规定,特制订本规则。 第二条 公司应当严格按照法律、法规、规范性文件、《公司章程》及本规 则的相关规定召开股东会,保证股东能够依法行使权利。 公司董事会应当切实履行职责,认真、按时组织股东会。公司全体董事应当 勤勉尽责,确保股东会正常召开和依法行使职权。 第三条 股东会应当在《公司法》和《公司章程》规定的范围内行使职权。 第四条 股东会分为年度股东会和临时股东会。年度股东会每年召开一次, 应当于上一会计年度结束后的 6 个月内举行。临时股东会不定 ...