Haixin Energy-Tech(300072)
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海新能科: 董事会提名和薪酬考核委员会实施细则(2025年08月)
Zheng Quan Zhi Xing· 2025-08-08 11:14
Core Points - The article outlines the implementation details of the Nomination and Remuneration Committee of Beijing Hai New Energy Technology Co., Ltd, aimed at standardizing the nomination and remuneration processes for directors and senior management [1][2][3] Group 1: General Provisions - The committee is established to optimize the composition of the board and regulate the assessment and remuneration management system [1] - The committee is responsible for reviewing and proposing candidates for directors and senior management, as well as examining remuneration policies [1][2] Group 2: Composition of the Committee - The committee consists of 5 to 7 directors, with independent directors making up more than half [2] - The committee is chaired by an independent director, nominated by the chairman and approved by the board [2][3] Group 3: Responsibilities and Authority - The committee is tasked with proposing the nomination or dismissal of directors and the hiring or firing of senior management [10] - It is responsible for formulating assessment standards and remuneration policies for directors and senior management [4][10] Group 4: Decision-Making Procedures - The committee must prepare written materials regarding the needs for directors and senior management before making decisions [6][14] - The committee's decisions require a two-thirds majority of members present to be valid [22][23] Group 5: Meeting Procedures - Meetings can be regular or temporary, with regular meetings held annually [18] - The committee must maintain written records of meetings, which are to be preserved for no less than 10 years [30] Group 6: Conflict of Interest - Committee members must disclose any conflicts of interest and recuse themselves from voting on related matters [32][33] - The committee can still proceed with discussions if the number of members present meets the legal requirements, even if some members recuse themselves [34]
海新能科: 股东会网络投票实施细则(2025年08月)
Zheng Quan Zhi Xing· 2025-08-08 11:14
Core Points - The document outlines the implementation details for online voting at the shareholders' meeting of Beijing Hai New Energy Technology Co., Ltd, aiming to standardize the voting process and protect investors' rights [2][3][11] Group 1: General Provisions - The online voting system is defined as the information technology system provided by the Shenzhen Stock Exchange to facilitate shareholders' voting rights [2] - The company must provide online voting services in addition to on-site voting during shareholders' meetings [3] Group 2: Preparation for Online Voting - The company is required to clearly state voting codes, voting abbreviations, voting time, proposals, and proposal types in the meeting notice [5] - The company must apply for online voting services on the trading day following the meeting notice release and verify voting information for accuracy [6][7] Group 3: Voting Methods - Shareholders can vote either through the Shenzhen Stock Exchange trading system or the internet voting system, with specific timeframes for each [9][10] - Different types of accounts, such as QFIIs and securities companies, have specific voting requirements and must seek voting opinions before participating [6][7] Group 4: Voting and Counting Rules - Each shareholder can only vote once per proposal, and any duplicate votes will be counted based on the first valid vote [8][9] - The company must separately count and disclose voting results that affect the interests of minority investors [10]
海新能科: 对外投资管理制度(2025年08月)
Zheng Quan Zhi Xing· 2025-08-08 11:14
Core Viewpoint - The document outlines the external investment management system of Beijing Hai New Energy Technology Co., Ltd., aimed at strengthening investment control, standardizing investment behavior, and mitigating risks associated with external investments [2]. Group 1: General Principles - The investment management system is established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2]. - The term "investment" encompasses various forms such as monetary funds, physical assets, equity, and other legal means to engage in joint ventures or cooperative operations for future profit [2][6]. Group 2: Decision-Making Structure - The decision-making bodies for investments include the shareholders' meeting, board of directors, and the general manager's office, which must adhere to established regulations and approval processes [5][9]. - The Strategic Investment Department is responsible for managing and supervising external investment matters, conducting preliminary evaluations, and providing investment recommendations [7][8]. Group 3: Investment Approval Process - A tiered approval system is in place, requiring necessary research and feasibility studies before investments can be approved [9][10]. - The investment decision process must maintain comprehensive written records, and no individual is authorized to unilaterally decide or alter investment decisions [9][11]. Group 4: Investment Management - The Strategic Investment Department is tasked with preparing annual investment plans that outline major investment directions, overall investment scale, and funding sources [17]. - Continuous market research and feasibility studies are essential for selecting investment projects that align with national policies and the company's strategic goals [10][12]. Group 5: Post-Investment Management - The company is required to conduct biannual evaluations of acquired entities to ensure compliance and operational standards [12][13]. - Post-investment evaluations should be objective and comprehensive, focusing on decision-making, operational performance, and economic benefits [12][13]. Group 6: Risk Management - Investment risk management includes both general and special risk management strategies, focusing on identifying, assessing, and mitigating risks associated with investments [14][15]. - The company must collaborate with legal and financial departments to discuss risk management measures during the feasibility analysis of investment projects [14][15]. Group 7: Financial Management - The financial management department is responsible for maintaining detailed financial records for each investment project, ensuring compliance with accounting standards [15][16]. - Financial oversight extends to wholly-owned and controlled subsidiaries, with monthly financial reports required for consolidated analysis [15][16].
海新能科: 年报信息披露重大差错责任追究制度(2025年08月)
Zheng Quan Zhi Xing· 2025-08-08 11:14
Core Viewpoint - The company has established a system for accountability regarding significant errors in annual report disclosures to enhance the quality and transparency of its financial reporting [2][3]. Group 1: General Principles - The system aims to improve the company's operational standards and ensure the authenticity, accuracy, completeness, and timeliness of information disclosures [2]. - Significant errors are defined as those that could materially affect users' judgments regarding the company's financial status, operational results, and cash flows [2][3]. - The accountability system applies to various stakeholders, including major shareholders, board members, senior management, and other relevant personnel involved in the annual report disclosure process [3]. Group 2: Accountability Procedures - The system outlines principles for accountability, including objectivity, fairness, and proportionality between fault and responsibility [3]. - The board office, under the secretary's leadership, is responsible for collecting and summarizing materials related to accountability and proposing handling plans to the board for approval [3][5]. - Specific circumstances that warrant accountability include violations of accounting standards and regulations that lead to significant errors in disclosures [3][4]. Group 3: Forms of Accountability - The forms of accountability may include economic compensation determined by the board based on the circumstances of the incident [5]. - Decisions regarding the recognition and handling of significant errors in disclosures will be disclosed externally through temporary announcements [5]. Group 4: Additional Provisions - The accountability procedures for quarterly and semi-annual report disclosures will follow similar guidelines as those for annual reports [6]. - The terms used in this system align with those defined in the company's articles of association [7]. - The system will take effect upon approval by the board and will be subject to revision as necessary [7].
海新能科: 董事和高级管理人员所持本公司股份及其变动管理制度(2025年08月)
Zheng Quan Zhi Xing· 2025-08-08 11:14
Core Viewpoint - The document outlines the management system for the shareholding and trading activities of directors and senior management at Beijing Hai New Energy Technology Co., Ltd, emphasizing compliance with relevant laws and regulations to prevent insider trading and ensure transparency in share transactions [3][4][5]. Group 1: General Principles - The system aims to strengthen the declaration, disclosure, supervision, and management of shareholding and trading activities by directors and senior management [3]. - It is based on various legal frameworks including the Company Law and Securities Law of the People's Republic of China [3][4]. Group 2: Trading Regulations - Directors and senior management must notify the company secretary in writing of their trading plans before executing any trades [4][5]. - They are prohibited from engaging in illegal trading activities such as insider trading and market manipulation [4][5]. Group 3: Reporting and Disclosure - Directors and senior management are required to report their shareholding changes within two trading days of any change [12][13]. - The company secretary is responsible for managing the identity and shareholding data of directors and senior management, ensuring accurate and timely disclosures [5][6]. Group 4: Restrictions on Share Transfers - There are specific periods during which directors and senior management are not allowed to sell shares, including 15 days before the announcement of annual or semi-annual reports [13][14]. - Certain conditions restrict the transfer of shares, such as being within one year of the company's stock listing or within six months after leaving the company [7][12]. Group 5: Penalties for Violations - Violations of the established rules may result in disciplinary actions, including warnings, demotions, or legal consequences [21][40]. - The company is obligated to document and report any violations to the relevant regulatory authorities [41].
海新能科: 内部审计制度(2025年08月)
Zheng Quan Zhi Xing· 2025-08-08 11:14
Core Viewpoint - The internal audit system of Beijing Hai New Energy Technology Co., Ltd. aims to enhance internal control, standardize audit practices, and improve management efficiency for sustainable development [3][4]. Group 1: Internal Audit Objectives - The internal audit is defined as an independent and objective activity that reviews and evaluates the company's business activities, internal controls, and risk management to enhance governance and achieve organizational goals [3][4]. - The audit department is responsible for examining the financial expenditures, economic activities, and management of the company and its subsidiaries [4][6]. Group 2: Audit Structure and Personnel - The company has established an audit committee under the board of directors, with the audit department serving as its dedicated working body [4][5]. - Internal audit personnel must possess the necessary professional capabilities and undergo continuous education to enhance their competencies [4][5]. Group 3: Audit Responsibilities and Scope - The audit department is tasked with evaluating the completeness and effectiveness of internal control systems across various departments and subsidiaries [6][10]. - Internal audits must cover all business processes related to financial reporting and information disclosure, including sales, procurement, inventory management, and more [6][10]. Group 4: Audit Procedures and Reporting - The audit department must develop an audit plan approved by the audit committee and organize audit teams for execution [10][11]. - Audit findings must be documented, and the audit department is responsible for ensuring that corrective actions are taken for identified issues [11][12]. Group 5: Rights and Independence of the Audit Department - The audit department has the authority to request necessary documents and data from audited units and to participate in relevant meetings [9][10]. - The company must ensure the independence of the audit department, protecting it from any form of retaliation [10][12].
海新能科: 董事会技术委员会实施细则(2025年08月)
Zheng Quan Zhi Xing· 2025-08-08 11:14
第三条 技术委员会由 5-7 名董事组成,其中应至少包括一名独立董事。 第四条 技术委员会委员由董事长或者至少两名以上董事提名,并由董事会 选举产生。 北京海新能源科技股份有限公司 北京海新能源科技股份有限公司 董事会技术委员会实施细则 (2025 年 08 月) 第一章 总则 第一条 为适应北京海新能源科技股份有限公司(以下简称"公司"或"本 公司")战略发展需要,增强公司技术的核心竞争力,提高公司技术发展规划和 技术决策的能力,根据《中华人民共和国公司法》、《上市公司治理准则》、《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》等法 律、法规、规范性文件以及《北京海新能源科技股份有限公司章程》(以下简称 "《公司章程》")的有关规定,公司特设立董事会技术委员会(以下简称"技 术委员会"),并制定本实施细则。 第二条 技术委员会是董事会下设的专门工作机构,主要负责对公司技术规 划和技术决策进行研究,为公司董事会的相关决策提供意见和建议。 第二章 人员组成 第五条 技术委员会设主任委员一名,由公司董事会任命。当主任委员不能 或无法履行职责时,由其指定一名其他委员代行其职权;主任委员既 ...
海新能科: 选聘会计师事务所管理办法(2025年08月)
Zheng Quan Zhi Xing· 2025-08-08 11:14
Core Viewpoint - The document outlines the management measures for selecting accounting firms by Beijing Hai New Energy Technology Co., Ltd, aiming to enhance the quality of annual financial statement audits and comply with relevant regulations [3][4]. Group 1: General Principles - The selection of accounting firms is governed by the company's internal guidelines and relevant laws, ensuring compliance with the Ministry of Finance, State-owned Assets Supervision and Administration Commission, and the China Securities Regulatory Commission [3][4]. - The document applies to the appointment of accounting firms for periodic financial reports and internal control audits, with provisions for other statutory audit services [3][4]. Group 2: Responsibilities of the Audit Committee - The Audit Committee is responsible for the selection and supervision of accounting firms, including developing policies, initiating selection processes, and evaluating proposals [4][5]. - The committee must submit annual evaluation reports on the performance of the appointed accounting firms to the board of directors [4][5]. Group 3: Selection Principles - The appointment, renewal, and dismissal of accounting firms require approval from the Audit Committee, followed by the board of directors and the shareholders' meeting [6][7]. - The company must ensure that the selection process is fair and transparent, utilizing various procurement methods based on the audit fee amount [8][9]. Group 4: Evaluation Standards - The evaluation criteria for accounting firms include audit fee quotes, qualifications, performance records, quality management levels, and resource allocation [10][11]. - Quality management level is weighted at no less than 40% in the evaluation, while audit fee quotes are capped at 15% [10][11]. Group 5: Continuous Management During Engagement - The company and the accounting firm may adjust audit fees based on economic indicators and business complexity, with any changes exceeding 20% requiring disclosure [12][13]. - Continuous engagement with the same accounting firm is generally limited to 8 years, extendable to a maximum of 10 years under specific conditions [12][13]. Group 6: Information Disclosure - The company must disclose information regarding the accounting firm, including service duration and audit fees, in its annual financial reports [16][17]. - Any changes in accounting firms must be completed before the end of the fourth quarter of the audited year [16][17]. Group 7: Information Security - The company and accounting firms are required to adhere to information security laws and regulations, ensuring the protection of sensitive information during the selection process [13][14].
海新能科: 北京海新能源科技股份有限公司章程(2025年08月)
Zheng Quan Zhi Xing· 2025-08-08 11:14
General Overview - Beijing Haixin Energy Technology Co., Ltd. is established as a joint-stock company in accordance with the Company Law and Securities Law of the People's Republic of China [2][3] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 25 million shares on April 2, 2010 [3] Company Structure - The registered capital of the company is RMB 2,349,720,302 [3] - The company is located at Xin Ya Building, No. 63, North Fourth Ring West Road, Haidian District, Beijing [3] Business Objectives - The company's business purpose is market-oriented, focusing on efficiency, establishing and improving corporate systems, relying on technological progress to provide high-quality products and services, and maximizing economic and social benefits [5] Business Scope - The company engages in various activities including the processing of non-edible plant oils, manufacturing of bio-based materials, production of chemical products, and research and development of emerging energy technologies [5] Share Structure - The company has issued a total of 2,349,720,302 shares, all of which are ordinary shares [7] - The company prohibits financial assistance for acquiring its shares, except for employee stock ownership plans [8] Shareholder Rights - Shareholders have rights to dividends, request meetings, supervise company operations, and transfer their shares according to the law [13][14] - The company must maintain a shareholder register as proof of share ownership [36] Corporate Governance - The company has established a party organization to conduct activities in accordance with the Communist Party of China [4] - The board of directors is responsible for the company's operations and must ensure compliance with laws and regulations [15] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [53][54] - Shareholders holding more than 10% of shares can request a temporary meeting [29] Financial Management - The company must seek shareholder approval for significant financial transactions, including loans and guarantees exceeding certain thresholds [52][54] - The company is required to disclose information regarding major transactions and financial assistance [26][27]
海新能科: 股东会议事规则(2025年08月)
Zheng Quan Zhi Xing· 2025-08-08 11:14
北京海新能源科技股份有限公司 北京海新能源科技股份有限公司 股东会议事规则 (2025 年 08 月) 第一章 总则 第一条 为规范北京海新能源科技股份有限公司(以下简称"本公司"或 "公司")行为,完善公司治理结构,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》")、《上市公司治理准则》、《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》、《上市公司股东会规则》(以下简称"《股东会规则》")和 《北京海新能源科技股份有限公司章程》(以下简称"《公司章程》")的规定, 制定本规则。 第二条 公司应当严格按照法律、行政法规、 《股东会规则》及《公司章程》 的相关规定召开股东会,保证股东能够依法行使权利。 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 ...