HUAXING CHUANGYE(300025)
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华星创业:2025年第一季度末股东人数为23804户
Zheng Quan Ri Bao· 2025-07-31 10:38
(文章来源:证券日报) 证券日报网讯华星创业7月31日在互动平台回答投资者提问时表示,2025年第一季度末股东人数为23804 户。 ...
华星创业: 总经理工作细则
Zheng Quan Zhi Xing· 2025-07-28 16:51
General Provisions - The company establishes the General Manager's Work Rules to ensure institutionalized, standardized, and scientific management in line with modern enterprise systems and relevant laws [1] - The General Manager is responsible for daily operations under the Board of Directors and must execute Board resolutions [1] Appointment of General Manager - The General Manager is nominated by the Chairman and appointed by the Board, with a term of three years, renewable [2] - The General Manager and senior management must be full-time and cannot hold other positions in controlling shareholders or related enterprises [2] Powers and Duties of the General Manager - The General Manager has the authority to manage daily operations, implement Board decisions, and represent the company in agreements [3][4] - Responsibilities include drafting internal management structures, proposing appointments of senior management, and handling major emergencies [4][5] General Manager's Meetings - The General Manager's office meetings are held monthly to discuss significant operational issues and provide decision-making support [6][7] - Meeting records must be maintained for at least ten years, detailing attendees and decisions made [7][10] Dismissal of the General Manager - The Board must dismiss the General Manager under specific conditions, such as resignation or inability to perform duties [8][9] - The General Manager must submit a resignation report two months in advance, and resignation is effective only upon Board approval [8][11] Reporting Obligations - The General Manager must report to the Board or Audit Committee on various operational matters, including annual plans and major contracts [12][13] - Immediate reporting is required for significant disputes, accidents, or regulatory penalties [13]
华星创业: 关于调整组织架构并修订《公司章程》及修订、制定相关内部治理制度的公告
Zheng Quan Zhi Xing· 2025-07-28 16:39
Group 1 - The company is adjusting its organizational structure and revising its Articles of Association, including the abolition of the supervisory board, with its powers transferred to the audit committee of the board of directors [1][2][3] - The board of directors will remain at seven members, including one employee representative [2][3] - The term "shareholders' meeting" will be changed to "shareholders' assembly" in the Articles of Association [2][3] Group 2 - The revised Articles of Association will ensure the protection of the legal rights of the company, shareholders, employees, and creditors [2][3] - The legal representative of the company will be elected by the board of directors, and the resignation of the legal representative will be treated as a resignation from the board [3][4] - The company will bear civil liability for actions taken by the legal representative in the course of their duties [3][4] Group 3 - The company will not set up a supervisory board, and related rules will be abolished, with corresponding amendments made to the Articles of Association [2][3] - The company will implement a new provision to establish a Communist Party organization within the company [5][6] - The company will ensure that all shares are equal and that shareholders are liable only to the extent of their subscribed shares [4][5] Group 4 - The company will adopt various methods to increase capital, including public issuance and private placement, as approved by the shareholders' assembly [6][7] - The company will not provide financial assistance for the acquisition of its shares, except for employee stock ownership plans [6][7] - The company will ensure that any acquisition of its shares will be conducted through public trading methods [6][7] Group 5 - The company will establish rules for the transfer of shares, ensuring compliance with legal requirements [8][9] - The company will implement restrictions on the transfer of shares held by directors and senior management during their tenure [8][9] - The company will require shareholders holding more than 5% of shares to report any pledges of their shares [8][9]
华星创业: 突发事件处理制度
Zheng Quan Zhi Xing· 2025-07-28 16:39
Core Viewpoint - The company has established a comprehensive emergency response system to effectively manage unexpected events, ensuring operational safety and protecting investor interests [1][2][4]. Group 1: Emergency Response Framework - The emergency response system aims to enhance the company's ability to handle sudden incidents that could significantly impact its operations, financial status, and reputation [1]. - The company emphasizes a preventive approach combined with emergency measures to address unexpected events [1][2]. - The emergency response protocol applies to all departments, subsidiaries, and affiliated companies of the organization [1]. Group 2: Organizational Structure - An emergency response leadership group is to be formed, led by the chairman, with the general manager and board secretary as deputy leaders [2]. - This leadership group is responsible for making decisions regarding emergency responses and managing external communications related to significant incidents [2]. Group 3: Prevention and Monitoring - The company will implement preventive measures against potential incidents and monitor various factors that could lead to emergencies [2][3]. - Department heads are designated as the primary responsible persons for early warning and prevention efforts, ensuring timely reporting and control of potential issues [3]. Group 4: Incident Handling Procedures - Upon occurrence of an emergency, the leadership group must take immediate action to control the situation and initiate the relevant emergency plans [4]. - Different types of incidents, such as governance, operational, environmental, and informational, will have specific handling measures outlined [4]. Group 5: Post-Incident Management - After an incident, the leadership group will work to mitigate its effects and restore normal operations while evaluating the incident's causes and responses [4]. - The company will report incident details and actions taken to relevant regulatory bodies promptly [4][5]. Group 6: Support and Training - The company will ensure adequate resources, including personnel, materials, and training, to support emergency response efforts [6]. - Training programs will be conducted to enhance awareness and preparedness among employees regarding emergency management [6]. Group 7: Accountability and Recognition - A system of accountability will be established for emergency management, with rewards for outstanding contributions and penalties for negligence [7].
华星创业: 内部审计制度
Zheng Quan Zhi Xing· 2025-07-28 16:39
Core Points - The article outlines the internal audit system of Hangzhou Huaxing Chuangye Communication Technology Co., Ltd, aiming to enhance audit quality and protect investors' rights [1][2][3] Group 1: Internal Audit Objectives - Internal audit is defined as an evaluation activity conducted by the company's internal audit institution or personnel to assess the effectiveness of internal controls and risk management, the authenticity and completeness of financial information, and the efficiency and effectiveness of operations [2][3] - The purpose of internal audit is to promote the establishment and improvement of internal controls, effectively control costs, enhance management, mitigate operational risks, and increase company value [2][3] Group 2: Internal Audit Structure - The company establishes an internal audit department responsible for supervising the authenticity and completeness of financial information and the implementation of internal control systems [3][4] - The internal audit department operates independently under the audit committee and is not subject to the leadership of the finance department [3][4][5] Group 3: Audit Committee Responsibilities - The audit committee guides and supervises the internal audit department, reviews the annual internal audit work plan, and ensures the implementation of the internal audit plan [5][6] - The internal audit department must report its work to the audit committee, including audit reports and rectification plans for identified issues [5][6] Group 4: Internal Audit Duties - The internal audit department is responsible for evaluating the integrity and effectiveness of internal control systems across various departments and subsidiaries [6][7] - It conducts audits on financial data, compliance with laws, and the legitimacy and completeness of economic activities [6][7] Group 5: Audit Process and Reporting - The internal audit department must submit an annual internal audit work plan before the end of each accounting year and a report within two months after the year-end [8][9] - The department is required to conduct audits on significant external investments, asset purchases and sales, guarantees, related transactions, and the use of raised funds [8][9][10] Group 6: Information Disclosure - The company must disclose its internal control self-evaluation report alongside its annual report [12][13] - The internal audit department evaluates the management of information disclosure and ensures compliance with relevant regulations [12][13] Group 7: Rewards and Penalties - The company establishes a mechanism for rewarding and penalizing internal audit personnel based on their performance and contributions [14][15] - Serious violations by audited units or individuals may lead to accountability and compensation responsibilities [14][15][16]
华星创业: 内幕信息知情人登记制度
Zheng Quan Zhi Xing· 2025-07-28 16:39
杭州华星创业通信技术股份有限公司 第一章 总 则 第一条 为规范杭州华星创业通信技术股份有限公司(以下简称"公司") 内幕信息管理,加强内幕信息保密工作,维护信息披露的公平原则,保护广大投 资者的合法权益,根据《中华人民共和国公司法》、《中华人民共和国证券法》、 《上市公司信息披露管理办法》、《深圳证券交易所创业板股票上市规则》、《深 圳证券交易所上市公司自律监管指引第2号——创业板上市公司规范运作》、 《上 市公司监管指引第5号-上市公司内幕信息知情人登记管理制度》等有关法律法规, 及《公司章程》、《信息披露管理制度》等规定,结合公司实际情况,制定本制 度。 第二条 公司董事会是内幕信息的管理机构,董事长为内幕信息管理的主要 责任人,董事会秘书作为直接责任人,负责公司内幕信息的保密管理,在相关信 息依法公开披露前负责内幕信息知情人的登记入档和管理事宜。董事会秘书办公 室协助董事会秘书做好公司内幕信息的管理、登记、披露及备案的日常工作。 第三条 公司董事会、董事长、董事会秘书应当接受审计委员会对内幕信息 知情人登记管理制度实施情况的监督。 第四条 未经董事会批准同意,公司任何部门和个人不得向外界泄露、报道、 ...
华星创业: 关联交易管理制度
Zheng Quan Zhi Xing· 2025-07-28 16:39
Core Points - The company establishes a system to ensure that related party transactions are conducted fairly, justly, and transparently, protecting the rights of the company and non-related shareholders [1][2] - Related party transactions must adhere to relevant laws and regulations, and written agreements must be signed, ensuring clarity and specificity in the terms [1][2] - The company’s controlling shareholders and actual controllers are prohibited from harming the company's interests through related relationships [1][2] Related Transactions and Parties - Related party transactions include various activities such as asset purchases or sales, financial assistance, guarantees, and management contracts [2] - Related parties encompass both legal entities and natural persons, including those who control the company or hold significant shares [3][4] Avoidance System - Board members with a conflict of interest must abstain from voting on related party transactions, ensuring decisions are made by non-related directors [6][7] - Shareholders with a conflict of interest must also avoid voting on related transactions, and their shares will not count towards the total valid votes [7][8] Procedures and Disclosure - Transactions exceeding 30 million yuan or 5% of the latest audited net assets must be submitted for shareholder approval [15] - Transactions below specified thresholds can be approved by the board, but certain transactions must still be disclosed [16][17] Internal Control - Shareholders and executives must report any changes in related parties to ensure the accuracy of the related party list [25] - The company must conduct thorough due diligence on transaction parties and ensure proper pricing based on sufficient evidence [27][28]
华星创业: 防范大股东及其关联方资金占用制度
Zheng Quan Zhi Xing· 2025-07-28 16:39
Core Viewpoint - The company has established a system to strengthen and standardize its fund management, aiming to prevent major shareholders and their related parties from occupying company funds, thereby protecting the rights and interests of the company, shareholders, and other stakeholders [1]. Group 1: Fund Management Regulations - The system applies to fund management between the company and its major shareholders, actual controllers, and their related parties, including subsidiaries within the consolidated financial statements [1]. - Fund occupation includes both operational and non-operational fund occupation, with operational occupation arising from related transactions and non-operational occupation involving various expenses and debt repayments [2]. - Major shareholders must exercise their rights in accordance with the law and must not harm the company's interests or the legal rights of public shareholders through fund occupation [2]. Group 2: Prevention Principles - The company must strictly limit fund occupation in operational transactions and cannot provide funds or resources to major shareholders and their related parties through various means [5]. - Specific prohibited actions include lending company funds, providing loans through financial institutions, and repaying debts on behalf of major shareholders [6]. Group 3: Responsibilities and Measures - The board of directors is responsible for managing the prevention of fund occupation, and all relevant personnel must monitor fund flows to prevent non-operational occupation [9][10]. - A leadership group is established to oversee daily management and ensure compliance with the fund occupation prevention measures [10]. - External auditors must provide special reports on any fund occupation by major shareholders during annual audits [14]. Group 4: Accountability and Penalties - Major shareholders and actual controllers who violate the regulations will bear compensation responsibilities, and relevant personnel will also be held accountable [15]. - The board of directors has the authority to freeze shares held by major shareholders if fund occupation is detected, and must report to regulatory authorities if necessary [17][18]. - Serious violations by directors and senior management will lead to disciplinary actions, including potential criminal liability [16][19]. Group 5: Implementation and Amendments - The system will take effect upon approval by the board of directors and will be subject to interpretation and amendments by the board [21].
华星创业: 董事会提名、薪酬与考核委员会工作细则
Zheng Quan Zhi Xing· 2025-07-28 16:39
杭州华星创业通信技术股份有限公司 第一章 总则 第一条 为规范公司董事、管理人员的产生,优化董事会组成,完善公司治 理结构,根据《中华人民共和国公司法》、《上市公司治理准则》、《杭州华 星创业通信技术股份有限公司章程》(以下简称"《公司章程》")及其他有 关规定,公司特设立董事会提名、薪酬与考核委员会,并制定本工作细则。 第二条 董事会提名、薪酬与考核委员会是董事会按照股东会决议设立的专 门工作机构,主要负责对公司董事和高管人员的人选依照选择标准和程序进行 选择并提出建议;制定公司董事及高管人员的考核标准并进行考核;负责制 定、审查公司董事及高管人员的薪酬政策与方案,对董事会负责。 第二章 人员组成 第三条 提名、薪酬与考核委员会成员由三名董事组成,其中二名为独立董 事。 第四条 委员会成员应该具备以下条件: (一)熟悉国家有关法律、法规,具有人事管理方面的专业知识,熟悉公 司的经营管理工作; 人力资源管理部门负责具体工作。董事会秘书负责薪酬委员会和董事会之 间的具体协调工作。 第三章 职责权限 第九条 提名、薪酬与考核委员会的主要职责权限: (二)遵守诚信原则,廉洁自律、忠于职守,为维护公司和股东权益,积 ...
华星创业: 董事和高级管理人员所持本公司股份变动及其管理制度
Zheng Quan Zhi Xing· 2025-07-28 16:39
Core Points - The document outlines the management system for shares held by directors and senior management of Hangzhou Huaxing Chuangye Communication Technology Co., Ltd, aiming to maintain market order and comply with relevant laws and regulations [1][2]. Group 1: General Provisions - The system applies to all shares held by directors and senior management, including those in credit accounts for margin trading [2]. - Directors and senior management are prohibited from engaging in illegal trading activities, including insider trading and market manipulation [2][3]. Group 2: Restrictions on Share Transfers - Shares held by directors and senior management cannot be transferred under specific conditions, such as within one year of the company's stock listing or within six months after leaving the company [4]. - Additional restrictions apply if the company is under investigation for securities violations or if the individual is under investigation related to the company [4]. Group 3: Trading Blackout Periods - Directors and senior management are prohibited from trading shares during specific blackout periods, including 15 days before the annual and semi-annual reports and five days before quarterly reports [3][4]. Group 4: Reporting and Disclosure - Directors and senior management must report their shareholdings and any changes to the Shenzhen Stock Exchange and ensure the accuracy and timeliness of the information [6][9]. - Any trading plans must be submitted in writing to the board of directors for confirmation before execution [8]. Group 5: Accountability and Penalties - Violations of the management system may result in disciplinary actions, including potential removal from positions and recovery of profits from illegal trades [14][15]. - The company is responsible for reporting any illegal trading activities to regulatory authorities [15].