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金富科技: 董事和高级管理人员所持本公司股份及其变动管理制度
Zheng Quan Zhi Xing· 2025-05-20 13:22
General Provisions - The company establishes regulations for the management of stock holdings and trading by its directors and senior management, in accordance with relevant laws and regulations [2][3][4] - The regulations apply to the company's directors and senior management, defined as the general manager, deputy general managers, financial director, and board secretary [2] Information Reporting - Directors and senior management must report their personal information to the company for stock management purposes upon initial registration of shares [5][6] - They are required to report any changes in personal information within two trading days [6] Stock Lock-up - Shares held by directors and senior management will be locked upon reporting their personal information [7] - The company may impose additional transfer restrictions on shares held by directors and senior management under certain conditions [8][9] Stock Trading - Directors and senior management must notify the board secretary of their trading plans in writing before buying or selling shares [9] - There are specific periods during which directors and senior management are prohibited from trading the company's stock, including before financial report announcements [10][11] Information Disclosure - Any changes in shareholdings by directors and senior management must be reported within two trading days and publicly announced [12][13] - A reduction plan must be reported to the exchange 15 trading days prior to execution [12] Responsibilities - The chairman of the board is the primary responsible person for managing the shareholdings of directors and senior management [16] - Directors and senior management are responsible for ensuring the accuracy and timeliness of their reported data [16]
金富科技: 防范控股股东及关联方资金占用制度
Zheng Quan Zhi Xing· 2025-05-20 13:22
Core Points - The document outlines a management system to prevent the controlling shareholder and related parties from occupying funds of Jinfu Technology Co., Ltd. [1][2] - The system is based on relevant laws and regulations, including the Company Law of the People's Republic of China and guidelines from the China Securities Regulatory Commission [1][2] Group 1: Definitions and Scope - The system applies to the management of fund transactions between the company and its controlling shareholders and other related parties [1][2] - Fund occupation includes both operational and non-operational forms, such as borrowing funds or covering expenses for related parties without proper compensation [2][3] Group 2: Principles to Prevent Fund Occupation - Controlling shareholders and related parties are prohibited from occupying company funds during operational transactions [3][4] - The company must not provide funds directly or indirectly to controlling shareholders or related parties for non-operational purposes, including covering salaries or debts [4][5] Group 3: Responsibilities and Procedures - The board of directors and senior management are responsible for maintaining the safety of company funds [5][6] - The company must follow strict procedures for settling transactions with controlling shareholders and related parties, ensuring compliance with governance standards [6][7] Group 4: Accountability and Penalties - The board of directors must take effective measures to stop any asset infringement by controlling shareholders and related parties and may initiate legal action if necessary [6][7] - Directors and senior management who facilitate or condone fund occupation may face disciplinary actions or removal from their positions [7][8]
金富科技: 年报信息披露重大差错责任追究制度
Zheng Quan Zhi Xing· 2025-05-20 13:22
Core Points - The company aims to enhance the quality and transparency of its annual report disclosures by establishing a system that ensures the authenticity, accuracy, completeness, and timeliness of information [2][3] - The system outlines the responsibilities and accountability of personnel involved in the annual report process, emphasizing the importance of compliance with relevant laws and regulations [4][6] - The company will pursue accountability for significant errors in annual report disclosures, categorizing responsibilities into direct and leadership roles [9][10] Group 1: General Principles - The company establishes principles for accountability, including factual accuracy, fairness, and proportionality of penalties based on subjective fault [5][6] - The system mandates that any significant accounting errors or omissions must be disclosed with explanations and the impact on the financial statements [6][9] Group 2: Accountability Mechanisms - The company will hold responsible parties accountable for significant errors in disclosures, with specific roles defined for various personnel, including the board of directors and senior management [9][10] - The company outlines the forms of accountability, including administrative and economic responsibilities, and specifies the consequences for violations [9][10]
金富科技: 子公司管理制度
Zheng Quan Zhi Xing· 2025-05-20 13:22
General Principles - The purpose of the management system is to enhance the governance of subsidiaries, improve operational efficiency, and strengthen risk prevention capabilities [1][2] - The definition of a subsidiary includes companies where the parent company holds more than 50% of shares or can control the board of directors [1][2] - The parent company will manage subsidiaries in areas such as strategic decision-making, personnel management, financial management, and auditing [1][2] Governance Structure - Subsidiaries must establish a shareholder meeting, board of directors, and supervisory board as required by law [2][3] - The parent company exercises its rights through participation in shareholder meetings and appointing directors and supervisors [2][3] - Responsibilities of directors and senior management include compliance with laws, coordination between parent and subsidiary, and reporting operational conditions [3][4] Operational Norms - Subsidiaries must establish governance structures and internal management systems in accordance with laws and regulations [4][5] - They are required to provide timely and accurate information regarding their performance and financial status to the parent company [4][5] - Major decisions made by subsidiaries must be reported to the parent company within two working days [4][5] Investment and Financial Management - Subsidiaries' operational and development plans must align with the parent company's overall strategy [6][7] - All external investments and significant transactions must be approved by the parent company [7][8] - Financial management is centralized, with the parent company overseeing financial reporting and compliance [9][10] Reporting and Disclosure - Subsidiaries must regularly report their operational status, including monthly, quarterly, and annual reports [11][12] - Major events such as asset acquisitions, external investments, and significant losses must be reported promptly to the parent company [11][12] - The designated responsible person in the subsidiary is accountable for information disclosure [12][13] Audit and Supervision - The parent company conducts regular audits of subsidiaries to ensure compliance and operational efficiency [13] - Subsidiaries are required to cooperate with audits and provide necessary documentation [13]
金富科技: 董事会专门委员会工作细则
Zheng Quan Zhi Xing· 2025-05-20 13:22
第四条 董事会专门委员会会议以现场召开为原则。在保证全体参会董事 能够充分沟通并表达意见的前提下,必要时可以依照程序采用视频、电话或者 其他方式召开。 第五条 独立董事应当亲自出席专门委员会会议,因故不能亲自出席会议 的,应当事先审阅会议材料,形成明确的意见,并书面委托其他独立董事代为 出席。独立董事履职中关注到专门委员会职责范围内的上市公司重大事项,可 以依照程序及时提请专门委员会进行讨论和审议。 第六条 董事会专门委员会召开会议的,上市公司原则上应当不迟于专门 委员会会议召开前三日提供相关资料和信息。上市公司应当保存上述会议资料 至少十年。 金富科技股份有限公司 (2025 年修订) 第二章 董事会战略委员会工作细则 第一章 总则 第一节 总则 第一条 为规范金富科技股份有限公司(以下简称"公司")董事会专门 委员会工作,确保董事会专门委员会的工作效率和科学决策,健全公司的法人 治理结构,根据《中华人民共和国公司法》《中华人民共和国证券法》《上市 公司治理准则》《深圳证券交易所股票上市规则》《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》以及《金富科技股份有限公 司章程》(以下简 ...
金富科技: 内部审计制度
Zheng Quan Zhi Xing· 2025-05-20 13:22
General Principles - The company establishes internal audit regulations to enhance supervision, prevent risks, and ensure compliance with laws and regulations [2][3] - The internal audit applies to all business segments related to financial reporting and information disclosure within the company and its subsidiaries [2][3] Internal Audit Definition and Objectives - Internal audit is defined as an evaluation activity conducted by the company's internal audit personnel to assess the effectiveness of internal controls, risk management, and the authenticity of financial information [2][3] - The objectives of internal control include ensuring the effectiveness of business operations, the integrity of financial reporting, and compliance with laws and regulations [3][5] Responsibilities of the Board and Audit Committee - The board of directors is responsible for establishing and implementing internal control systems, ensuring the accuracy and completeness of related disclosures [3][4] - An audit committee is established under the board to oversee the internal audit department and ensure its independence [4][6] Internal Audit Department Structure - The company has an internal audit department that reports directly to the audit committee and is responsible for supervising business activities, risk management, and financial information [4][6] - The internal audit department must maintain independence from the finance department and is required to have qualified personnel [4][6] Audit Procedures and Reporting - The internal audit department must submit an annual audit plan and report to the audit committee, including significant issues and audit findings [7][11] - Audit reports undergo a three-tier review process and must be communicated to the audited units for feedback [11][12] Evaluation of Internal Controls - The internal audit department evaluates the effectiveness of internal controls related to financial reporting and information disclosure at least annually [24][25] - The evaluation report must include the purpose, scope, conclusions, and recommendations for improving internal controls [24][25] Specific Audit Focus Areas - The internal audit department focuses on significant transactions such as external investments, asset purchases and sales, guarantees, and related party transactions [27][28][29] - Regular audits of fundraising usage and compliance with regulations are mandated [31] Compliance and Accountability - The company must establish mechanisms for accountability and performance evaluation of the internal audit personnel [40][41] - Violations of the audit regulations may result in disciplinary actions against responsible individuals [42][43]
金富科技: 独立董事工作制度
Zheng Quan Zhi Xing· 2025-05-20 13:22
金富科技股份有限公司 (2025 年修订) 第一章 总 则 第一条 为进一步完善金富科技股份有限公司(以下简称"公司"或"本公 司")的法人治理机构,改善董事会结构,强化对内部董事及经理层的约束和 监督机制,充分发挥独立董事在公司治理中的作用,促进提高公司质量,保护 中小股东及债权人的利益,促进公司的规范运作,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》《国务院办公 厅关于上市公司独立董事制度改革的意见》《上市公司独立董事管理办法》 《上市公司治理准则》《深圳证券交易所股票上市规则》以及《金富科技股份 有限公司章程》(以下简称"《公司章程》")等有关规定,并结合公司实际, 特制定本制度。 第三条 独立董事应当符合下列条件: (一)独立董事应当具备与其行使职权相适应的任职条件。 (二)担任独立董事还应当符合下列基本条件: 验; 第二条 独立董事是指不在公司担任除董事外的其他职务,并与公司及公司 主要股东、实际控制人不存在直接或者间接利害关系,或者其他可能影响其进 行独立客观判断关系的董事。 定的其他条件。 其中,以会计专业人士身份被提名或担任公司独立董事的,还应当具备丰 富 ...
金富科技: 重大信息内部报告制度
Zheng Quan Zhi Xing· 2025-05-20 13:22
Core Points - The document outlines the internal reporting system for significant information at Jinfu Technology Co., Ltd, ensuring timely, accurate, and complete disclosure of information that may impact stock prices [1][2][3] - The internal reporting obligations apply to various stakeholders, including board members, senior management, and significant shareholders [2][3] - The document specifies the types of significant information that must be reported, including major transactions, changes in company structure, and legal matters [3][4][5] Group 1 - The internal reporting system aims to maintain investor rights and comply with relevant laws and regulations [1][2] - The board of directors is responsible for managing significant information and its disclosure [2][3] - The legal department executes the management and disclosure of significant information under the board's guidance [2][3] Group 2 - Significant information includes major transactions exceeding 10% of audited annual revenue or net profit, and any legal matters involving amounts over 10 million RMB [3][4] - The document outlines the procedures for reporting significant information, including timely communication to the board secretary and necessary documentation [10][11] - The company emphasizes the importance of confidentiality regarding undisclosed significant information and the responsibilities of those with access to such information [12][13]
金富科技: 对外投资管理制度
Zheng Quan Zhi Xing· 2025-05-20 13:22
Core Viewpoint - The document outlines the external investment management system of Jinfu Technology Co., Ltd., emphasizing the need for strict control, risk prevention, and adherence to legal regulations in external investments [1][2]. Group 1: External Investment Definition and Principles - External investment refers to profit-oriented investment activities conducted by the company both domestically and internationally, including equity investments, acquisitions, capital increases, and securities investments [1]. - Basic principles for investment management include alignment with national industrial policies, enhancement of core competitiveness, effective resource allocation, and legal compliance to improve operational efficiency [1]. Group 2: Approval Authority and Management Structure - The company implements a professional management and hierarchical approval system for external investments, requiring decisions from the shareholders' meeting, board of directors, and general manager's office based on defined thresholds [2][3]. - Specific thresholds for shareholder approval include transactions involving assets over 50% of the company's audited total assets or net assets exceeding 50% of the audited net profit [2][3]. Group 3: Investment Project Management - The general manager is responsible for organizing and implementing major investment projects, leading the investment review team, and ensuring proper analysis and recommendations for new projects [5]. - The finance department oversees financial management, budget approval, and investment effectiveness evaluation, while the audit department supervises compliance and project execution [5][6]. Group 4: Financial Management and Auditing - The finance department must maintain comprehensive financial records for each investment project, ensuring compliance with accounting standards [20]. - Regular audits and checks are mandated to ensure the accuracy of financial reporting and the integrity of investment assets [22][24]. Group 5: Miscellaneous Provisions - The document stipulates that any matters not covered will adhere to national laws and the company's articles of association, with the board of directors responsible for interpretation [25][27].
金富科技: 总经理工作细则
Zheng Quan Zhi Xing· 2025-05-20 13:22
金富科技股份有限公司 (2025 年修订) 第一章 总则 第一条 为完善金富科技股份有限公司(以下简称"公司")的治理,健 全和规范总经理及经营层在公司生产经营管理工作中的议事、决策程序及职务行 为,提高其工作效率,保证其认真行使职权、忠实履行义务,促进公司生产经营 管理工作的顺利完成,根据《中华人民共和国公司法》等法律、法规、规范性文 件及《金富科技股份有限公司章程》(以下简称"《公司章程》")的有关规定 制定本细则。 第二条 本细则所称总经理与《公司章程》所称总经理相对应。总经理根 据《公司章程》和董事会的授权,负责公司日常管理和生产指挥;总经理在执行 业务范围内,是公司行政工作负责人。 第二章 总经理的任职条件及职权 第三条 公司实行总经理负责制,设总经理一名,由董事会聘任或解聘。 董事可受聘担任公司总经理、副总经理或其他高级管理人员。 第四条 有下列情形之一的不得担任公司总经理。 (一)无民事行为能力或者限制民事行为能力; (二)因贪污、贿赂、侵占财产、挪用财产或者破坏社会主义市场经济秩序, 被判处刑罚,或因犯罪被剥夺政治权利,执行期满未逾五年,被宣告缓刑的,自 缓刑考验期满之日起未逾 2 年; (三 ...