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运达科技: 关于修订《公司章程》及公司部分治理制度的公告
Zheng Quan Zhi Xing· 2025-07-07 13:12
Core Viewpoint - Chengdu Yunda Technology Co., Ltd. is revising its articles of association and related rules to align with legal requirements and improve corporate governance [1]. Summary by Sections Revision of Articles of Association - The company plans to amend its articles of association to standardize terminology, changing "shareholders' meeting" to "shareholders' assembly" and making other necessary adjustments based on the Company Law and Securities Law [1]. Legal Representation - The chairman of the board serves as the legal representative of the company, and resignation from this position is considered simultaneous with the resignation as the legal representative [2]. Liability and Responsibilities - The company is liable for civil activities conducted by its legal representative, and if damages occur due to the representative's actions, the company can seek compensation from the representative if found at fault [3]. Shareholder Responsibilities - Shareholders are only liable for the company's debts to the extent of their subscribed shares, while the company is responsible for its debts with all its assets [4]. Legal Binding Nature - The articles of association become a legally binding document upon effectiveness, governing the rights and obligations between the company, shareholders, and management [5]. Share Issuance Principles - The issuance of shares must adhere to principles of openness, fairness, and justice, ensuring equal rights for all shares of the same type [6]. Financial Assistance Restrictions - The company or its subsidiaries are prohibited from providing financial assistance for the acquisition of its shares, except for employee stock ownership plans [7]. Capital Increase Methods - The company can increase capital through various methods, including public offerings, private placements, and stock dividends, subject to shareholder approval [7]. Share Transfer Regulations - Shares must be transferred in accordance with legal provisions, and the company does not accept its shares as collateral [11]. Shareholder Rights - Shareholders have rights to dividends, attend meetings, supervise management, and request information, among others [14]. Shareholder Meeting Procedures - The company must hold a shareholders' meeting to decide on significant matters, including financial reports and capital changes, with specific voting requirements [29]. External Guarantees - Certain external guarantees require approval from the shareholders' meeting, especially if they exceed specified financial thresholds [31][32].
运达科技: 信息披露管理制度
Zheng Quan Zhi Xing· 2025-07-07 13:12
Core Viewpoint - Chengdu Yunda Technology Co., Ltd. has established a comprehensive information disclosure system to ensure the authenticity, accuracy, completeness, timeliness, and fairness of its disclosures, thereby protecting the rights and interests of the company, shareholders, and investors [1][2]. Group 1: Information Disclosure Obligations - The information disclosure obligations extend beyond the company itself to include directors, senior management, department heads, shareholders, and other relevant parties [2]. - Major information that must be disclosed includes financial performance, mergers and acquisitions, stock issuance, significant contracts, and legal disputes [2][3]. Group 2: Basic Principles of Information Disclosure - Information disclosure is a continuous responsibility of the company, requiring compliance with relevant laws and regulations [3]. - Directors and senior management must ensure the disclosed information is truthful and accurate, and if they cannot guarantee this, they must declare the reasons in announcements [3][4]. Group 3: Disclosure Procedures and Standards - The company must disclose information through the stock exchange and other approved media, ensuring that all investors receive the same information simultaneously [5][6]. - Regular reports, including annual, semi-annual, and quarterly reports, must be prepared and disclosed within specified timeframes [8][9]. Group 4: Responsibilities and Management of Information Disclosure - The board of directors is responsible for overseeing information disclosure, with the chairman being the primary responsible person and the board secretary managing the disclosure affairs [24][25]. - Senior management must report significant events and ensure the accuracy of the information disclosed [26]. Group 5: Confidentiality and Insider Information - Individuals with insider information are prohibited from disclosing it before public announcements and must not engage in insider trading [28][30]. - The company must take measures to control the dissemination of insider information and report any leaks or unusual trading activities immediately [30][31].
运达科技: 公司章程(2025年7月)
Zheng Quan Zhi Xing· 2025-07-07 13:12
General Provisions - Chengdu Yunda Technology Co., Ltd. is established as a joint-stock company in accordance with the Company Law and other relevant regulations [2] - The company was registered on June 28, 2011, and obtained its business license [2] - The registered capital of the company is RMB 443.9186 million [2] Company Structure - The company is a permanent joint-stock company, with the chairman acting as the legal representative [3] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [3] Business Objectives and Scope - The company's business objective is to operate legally, driven by technological innovation, and to achieve steady and rapid development for the benefit of shareholders and the national economy [4] - The business scope includes technology development, consulting, and services in various fields such as rail transit, machinery, electronics, and information services [4] Share Issuance - The company issues shares in the form of stocks, with each share having a par value of RMB 1 [5] - The total number of shares issued by the company is 443.9186 million, all of which are ordinary shares [5] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company decisions, as well as obligations to comply with laws and the company’s articles of association [10][11] - Shareholders holding more than 5% of the shares must report any trading activities within six months [9] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [18][19] - Shareholder proposals must be submitted in advance, and the company must provide adequate notice of meetings [24][25] Decision-Making Process - Ordinary resolutions require a simple majority, while special resolutions require two-thirds approval from attending shareholders [30] - Certain significant decisions, such as capital increases or decreases, require special resolutions [30]
运达科技: 执行委员会议事工作细则
Zheng Quan Zhi Xing· 2025-07-07 13:12
Core Viewpoint - The article outlines the establishment and operational guidelines of the Executive Committee of Chengdu Yunda Technology Co., Ltd, aimed at enhancing corporate governance and ensuring effective execution of business strategies [1]. Group 1: General Provisions - The Executive Committee (hereinafter referred to as "the Committee") is established as a permanent management decision-making body under the leadership of the Board of Directors, responsible to the Board [1]. - The rules serve as the behavioral guidelines for the Committee's meetings and apply to all Committee members [1]. Group 2: Composition of the Committee - The Committee consists of one Chairperson and 4-6 members, with the Chairperson appointed or dismissed by the Board of Directors [3]. - Members can resign or be removed based on personal reasons or if deemed unsuitable by the Chairperson, subject to Committee approval and Board ratification [3]. Group 3: Responsibilities and Authority - The Committee's main responsibilities include executing resolutions from the shareholders' meeting and Board, overseeing the implementation of business goals and strategic projects [4]. - It is tasked with drafting the company's medium to long-term strategic development plans, annual plans, and specific project proposals for investment, acquisitions, and asset disposals, all requiring Board approval [4][5]. - The Committee also decides on the management structure of subsidiaries, appoints core management personnel, and approves the annual financial budget [4]. Group 4: Meeting Procedures and Rules - The Committee meetings are convened and chaired by the Chairperson, with provisions for alternative members to lead if necessary [6]. - A quorum requires attendance from at least two-thirds of the members, and decisions must be approved by a majority [6][7]. - Meeting minutes must be accurate and preserved for over ten years, serving as a basis for future evaluations and accountability [6].
运达科技: 总裁工作细则
Zheng Quan Zhi Xing· 2025-07-07 13:12
Core Points - The document outlines the governance structure and operational guidelines for Chengdu Yunda Technology Co., Ltd, emphasizing the responsibilities and rights of the president and senior management [1][2][3] Group 1: Governance Structure - The company has a president who oversees daily operations and is accountable to the board of directors [1] - The president's term is three years, with the possibility of reappointment [2] - Senior management, including the president, vice presidents, and financial officer, must meet specific qualifications as outlined in the company's articles of association [1][2] Group 2: Responsibilities of Senior Management - The president is responsible for executing the board's resolutions, implementing annual business plans, and managing daily operations [2][3] - Vice presidents assist the president and manage specific departments, with the authority to make decisions within their scope [3][4] - The financial officer oversees financial operations, ensuring compliance with laws and regulations, and is responsible for preparing financial reports [4][5] Group 3: Meeting and Reporting Procedures - The president's office meetings are crucial for discussing company operations and making decisions on various matters [5][6] - Meeting minutes must be documented and distributed to relevant parties within five working days [8][10] - The president is required to report significant events or emergencies to the board within one working day [11] Group 4: Performance Evaluation and Accountability - The board evaluates the president and senior management based on performance metrics linked to the company's operational success [30] - In cases of resignation or termination, an exit audit will be conducted [31]
运达科技: 年报信息披露重大差错责任追究制度
Zheng Quan Zhi Xing· 2025-07-07 13:12
Core Viewpoint - The company has established a system to enhance the accountability and quality of annual report disclosures, ensuring compliance with relevant laws and regulations [1][2]. Group 1: Disclosure Responsibilities - The system applies to all personnel involved in annual report disclosures, including major shareholders, directors, senior management, and department heads [1]. - The company emphasizes strict adherence to accounting standards and internal controls to ensure the accuracy and fairness of financial reports [2]. Group 2: Major Errors in Disclosure - Major errors in annual report disclosures include significant accounting errors, substantial omissions, and discrepancies in performance forecasts [2][3]. - Specific criteria for identifying major accounting errors include deviations exceeding 5% of total audited assets, net assets, revenue, or net profit, with absolute amounts over 5 million [3][4]. Group 3: Accountability and Procedures - The company will pursue accountability for major disclosure errors, distinguishing between direct and leadership responsibilities [5][6]. - The internal audit department is responsible for collecting evidence and proposing accountability measures, which must be approved by the board's audit committee [3][6]. Group 4: Correction and Disclosure of Errors - If significant errors are identified, the company must correct them and may impose penalties on responsible individuals, including economic and administrative sanctions [5][6]. - The board must ensure that any corrections to previously disclosed financial reports are audited by qualified accounting firms [7][8].
运达科技: 内幕信息知情人登记管理制度
Zheng Quan Zhi Xing· 2025-07-07 13:12
成都运达科技股份有限公司 第一章 总则 第一条 为进一步规范成都运达科技股份有限公司(以下简称"公司")内幕 信息管理行为,加强内幕信息保密工作,维护公司信息披露的公开、公平、公正 原则,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》《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》《深圳证券交易所上市公司 自律监管指引第 5 号——信息披露事务管理》等有关法律法规及《公司章程》的 有关规定,特制订本制度。 第二条 内幕信息的管理工作由董事会负责,董事会应当保证内幕信息知情 人档案真实、准确和完整,董事长为主要责任人,董事会秘书负责办理公司内幕 信息知情人的登记入档和报送事宜。 第三条 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、 传送有关涉及公司内幕信息及信息披露的内容。对外报道、传送的文件、软(磁) 盘、录音(像)带、光盘、其他储存介质等涉及内幕信息及信息披露内容的资料, 须经董事会秘书审核同意(并视重要程度报董事会审核)后,方可对外报道、传 送。 第四条 公司董事、高级管理人员和公司各部门、各控股 ...
运达科技: 会计师事务所选聘制度
Zheng Quan Zhi Xing· 2025-07-07 13:11
Core Viewpoint - The document outlines the procedures and requirements for Chengdu Yunda Technology Co., Ltd. in selecting and appointing accounting firms, emphasizing the importance of maintaining shareholder interests and ensuring high-quality financial information [1][2][3]. Group 1: General Provisions - The company establishes a system for the selection and appointment of accounting firms to ensure compliance with relevant laws and regulations [1]. - The selection process must be approved by the audit committee, the board of directors, and ultimately decided by the shareholders [1][2]. - The controlling shareholders and actual controllers are prohibited from interfering in the selection process [1]. Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess independent legal status and necessary qualifications as per regulatory requirements [2]. - Firms must have a solid organizational structure, internal management systems, and a good reputation for audit quality [2][3]. - The audit team must not have faced administrative penalties for violations in the past three years [2]. Group 3: Selection Procedures - The audit committee is responsible for overseeing the selection of accounting firms and must establish policies and procedures for this process [2][3]. - The selection must be conducted through competitive negotiations, public bidding, or other fair methods [3]. - The evaluation criteria for selecting firms include audit fees, qualifications, quality management, and risk management capabilities [4]. Group 4: Audit Fees - The company should not set a maximum limit on audit fees unless justified in the selection documents [5]. - Audit fees can be adjusted based on factors like consumer price index changes and business complexity [5]. - If audit fees decrease by 20% or more compared to the previous year, the company must disclose the reasons and details in its information disclosure documents [5]. Group 5: Supervision and Penalties - The audit committee must supervise the selection process and ensure compliance with laws and regulations [6][7]. - If violations occur, the audit committee must report to the board and may recommend penalties for responsible individuals [7][8]. - Serious violations by accounting firms can lead to their disqualification from future selections [8].
运达科技: 内部审计制度
Zheng Quan Zhi Xing· 2025-07-07 13:11
成都运达科技股份有限公司 第一章 总则 第一条 为规范成都运达科技股份有限公司(以下简称"公司" )内部审计工作,加强公 司经营管理,提高内部审计工作质量,保护投资者合法权益,根据《中华人民共和国审计法》 《审计署关于内部审计工作的规定》 《深圳证券交易所创业板股票上市规则》 第二条 本制度所称内部审计,是指由公司内部审计部门及内部审计人员,对公司及所 属各内部机构、子公司等单位的财务信息、业务活动、内部控制、风险管理,实施独立、客 观的监督、检查、评价,以促进公司完善治理,增加公司价值,实现经营目标的活动。 第三条 本制度适用于公司及各内部机构、控股子公司等单位的内部审计工作。 第二章 内部审计部门和审计人员 第四条 公司的内部审计部门为内审部,负责公司内部审计工作的组织与实施,对董事 会负责,向董事会下设的审计委员会报告工作。 内审部在监督检查过程中,接受审计委员会的监督指导。内审部发现相关重大问题或者 线索,应当立即向审计委员会报告。同时,审计委员会参与对内审部负责人的考核。 公司应为内审部依法依规履行职责、开展内部审计工作提供经费保障和各项安全保护措 施。 《深圳证券交易 所上市公司自律监管指引第 2 ...
运达科技: 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· 2025-07-07 13:11
General Provisions - The company establishes a system to manage the shares held by its directors and senior management, based on relevant laws and regulations [1][2] - This system applies to all shares held by directors and senior management, whether registered in their name or held through others [1] Restrictions on Share Trading - Directors and senior management are prohibited from transferring shares under certain conditions, such as within six months after leaving the company or during investigations related to securities violations [4][5] - During their tenure and for six months after, the annual transfer of shares by directors and senior management cannot exceed 25% of their total holdings, with exceptions for specific circumstances [2][3] Insider Trading Regulations - Directors and senior management must comply with laws prohibiting insider trading and must ensure that their immediate family members do not engage in such activities [5][6] - Violations of trading regulations will result in the company reclaiming any profits made from such trades [4] Information Reporting and Disclosure - The company secretary is responsible for managing the shareholdings of directors and senior management, including quarterly checks on their trading activities [6][7] - Directors and senior management must notify the company secretary of their trading plans in writing before executing any trades [6][7] Shareholding Changes Reporting - Any changes in shareholdings must be reported to the company within two trading days, and the company must disclose this information on the designated website [8][9] - If shares are disposed of due to judicial enforcement or other specific reasons, different reporting requirements apply [9][10] Violations and Penalties - Any violations of share transfer regulations by directors and senior management will result in penalties from the securities regulatory authorities, depending on the severity of the violation [10][11]