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新劲刚: 会计师事务所选聘制度
Zheng Quan Zhi Xing· 2025-07-31 16:38
Core Viewpoint - The document outlines the procedures and requirements for the selection and appointment of accounting firms by Guangdong New Jingang Technology Co., Ltd, emphasizing the importance of maintaining financial information quality and protecting shareholder interests [1][8]. Group 1: General Provisions - The company establishes a system for the selection of accounting firms to ensure compliance with relevant laws and regulations [1]. - The selection process requires approval from the board of directors and the shareholders' meeting before any engagement with the accounting firm [1][2]. Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess qualifications related to securities and futures, have a good record of professional quality, and meet specific criteria such as having a fixed workplace and a sound internal management system [1][5]. - The firm must be familiar with national financial regulations and have registered accountants capable of ensuring audit quality [1][5]. Group 3: Procedures for Selecting Accounting Firms - The audit committee is responsible for proposing the selection of accounting firms and overseeing the audit process [2][3]. - The selection process includes competitive negotiations, public bidding, and other methods to ensure fairness and transparency [2][3]. Group 4: Appointment and Reappointment Procedures - The company must sign an audit service agreement with the selected accounting firm after approval from the shareholders' meeting [4]. - The audit committee must evaluate the performance of the accounting firm before reappointment, ensuring a thorough assessment of their audit quality [4][5]. Group 5: Procedures for Dismissal and Reappointment - The company must notify the accounting firm 30 days in advance if it intends to dismiss or not reappoint them [5][6]. - The audit committee must investigate the reasons for dismissal and evaluate the quality of both the outgoing and incoming firms [5][6]. Group 6: Supervision and Penalties - The audit committee is tasked with supervising the selected accounting firms and ensuring compliance with relevant laws and regulations [6][7]. - Serious violations by the accounting firm can lead to dismissal and potential penalties for responsible individuals [6][7]. Group 7: Miscellaneous Provisions - Any matters not covered by this system will be governed by national laws and regulations, as well as the company's articles of association [8]. - The board of directors is responsible for interpreting this system, which will take effect upon approval by the shareholders' meeting [8].
新劲刚: 提名委员会工作细则
Zheng Quan Zhi Xing· 2025-07-31 16:38
Core Points - The article outlines the work rules for the Nomination Committee of Guangdong Xinjingang Technology Co., Ltd, detailing its responsibilities and procedures for selecting directors and senior management [1][2][3] Group 1: General Provisions - The Nomination Committee is established to standardize the selection of directors and senior management according to relevant laws and the company's articles of association [1] - The committee is responsible for proposing the nomination or dismissal of directors and the hiring or firing of senior management [1][2] Group 2: Composition of the Nomination Committee - The committee consists of three directors, with at least two being independent directors [2] - The nomination methods for committee members include proposals from the chairman, a majority of independent directors, or one-third of all directors [2][3] Group 3: Meeting Procedures - Meetings require the presence of at least two-thirds of the committee members to be valid [3] - Notifications for meetings must be sent at least seven days in advance, detailing the date, location, and agenda [3][4] Group 4: Decision-Making Process - The committee must adhere to legal obligations and the company's articles of association when making decisions [4][5] - Decisions require a majority vote from the committee members present at the meeting [5][6] Group 5: Additional Provisions - The committee may hire external agencies for decision-making assistance, with costs covered by the company [6][7] - The work rules take effect upon approval by the board and will be revised as necessary [7]
新劲刚: 审计委员会工作细则
Zheng Quan Zhi Xing· 2025-07-31 16:38
Core Points - The article outlines the work rules of the Audit Committee of Guangdong Xinjingang Technology Co., Ltd, emphasizing its role in supervising financial information, internal controls, and auditing processes [1][2][3] - The Audit Committee is established as a specialized working body of the Board of Directors, responsible for reviewing financial information and overseeing internal and external audits [1][2] - The composition of the Audit Committee includes three directors, with at least two being independent directors, and the chairperson must be a professional accountant [3][4] Group 1 - The Audit Committee is responsible for reviewing financial reports, supervising external audit work, and evaluating internal controls [5][6] - The committee's decisions require a majority agreement from all members before being submitted to the Board for consideration [5][6] - The committee is empowered to propose the hiring or dismissal of external auditors and the financial officer of the company [5][6] Group 2 - The Audit Committee must meet at least quarterly, with provisions for special meetings if necessary [6][7] - A quorum for meetings requires the presence of at least two-thirds of the committee members [6][7] - The committee can invite relevant personnel to attend meetings but without voting rights [6][7] Group 3 - The committee's meetings must be documented, and records should be maintained for at least ten years [9][10] - The work rules are effective upon approval by the Board and are subject to modification as needed [10][10] - Any unresolved matters will be governed by national laws and the company's articles of association [10][10]
新劲刚: 董事会秘书工作制度
Zheng Quan Zhi Xing· 2025-07-31 16:38
Core Points - The company has established a governance structure for the role of the Board Secretary, outlining responsibilities and qualifications [1][2][3] - The Board Secretary is appointed by the Board Chairman and serves a term of three years, with the possibility of reappointment [1] - Specific disqualifications for the Board Secretary position are detailed, including recent administrative penalties and legal violations [1][3] Responsibilities of the Board Secretary - The Board Secretary is responsible for preparing reports required by national authorities and organizing board and shareholder meetings [2] - The role includes training for board members and senior management on legal obligations and ensuring compliance with laws and regulations [2] - The Board Secretary must maintain important company documents and ensure timely access to records for authorized personnel [2] Termination and Transition - The company must have valid reasons for terminating the Board Secretary, and specific conditions for termination are outlined [3] - In the event of a vacancy, the Board must appoint an interim Secretary and complete the hiring process within six months [4] - A confidentiality agreement is required upon hiring, ensuring the Board Secretary maintains confidentiality during and after their tenure [3]
新劲刚: 投资者关系管理办法
Zheng Quan Zhi Xing· 2025-07-31 16:38
广东新劲刚科技股份有限公司 第五条 公司指定董事会秘书担任投资者关系管理负责人。除非经过培训并 得到明确授权,公司其他董事、高级管理人员和员工应避免在投资者关系活动中 代表公司发言。 第六条 投资者关系管理工作的目的是: (一)促进公司与投资者之间的良性关系,增进投资者对公司的进一步了解 和熟悉; 第一条 为完善公司治理结构,规范公司投资者关系工作,加强公司与投资 者和潜在投资者(以下统称"投资者")之间的信息沟通,切实保护投资者特别 是广大社会公众投资者的合法权益,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》")、 《上市公司投资者关系管理工作指引》《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》等 法律、法规、规范性文件及公司章程的规定,结合公司实际情况,制订本办法。 第二条 投资者关系工作是指公司通过便利股东权利行使、信息披露、互动 交流和诉求处理等工作,加强与投资者及潜在投资者之间的沟通,增进投资者对 公司的了解和认同,提升公司治理水平和企业整体价值,实现尊重投资者、回报 投资者、保 ...
新劲刚: 对外担保决策制度
Zheng Quan Zhi Xing· 2025-07-31 16:38
Core Viewpoint - The company has established a comprehensive system for external guarantees to protect investors' rights, regulate guarantee behaviors, and mitigate risks associated with external guarantees [1][2]. Group 1: General Provisions - The external guarantee refers to the company providing guarantees for debts owed by third parties, which may include forms such as guarantees, mortgages, and pledges [1]. - The company must adhere to relevant laws and regulations, including the Company Law and the Stock Listing Rules, while strictly controlling the risks associated with external guarantees [1][2]. Group 2: Management and Approval Process - External guarantees are subject to unified management, requiring approval from the board of directors or shareholders' meeting before any contracts can be signed [2]. - Directors and senior management must exercise caution and strictly control the risks associated with guarantees, being liable for any losses resulting from improper guarantees [2][3]. - The company can only provide guarantees to entities that are legally qualified and meet specific criteria, including having strong debt repayment capabilities and not exceeding a debt-to-asset ratio of 70% [9]. Group 3: Risk Assessment and Documentation - Before approving a guarantee, the board must assess the debtor's credit status and analyze the associated benefits and risks, requiring comprehensive documentation from the applicant [10]. - The required documentation includes basic company information, financial reports, and any potential legal issues that may affect the guarantee [10][11]. Group 4: Guarantee Amount and Authority - The highest decision-making body for external guarantees is the shareholders' meeting, with the board of directors exercising decision-making authority based on the company's articles of association [14]. - Guarantees exceeding 50% of the company's latest audited net assets or involving certain high-risk conditions must be approved by the shareholders' meeting [14][15]. Group 5: Contractual Obligations - All external guarantees must be formalized in written contracts, which should include essential details such as the creditor, debtor, and the nature of the guaranteed debt [19]. - The company must ensure that all contracts comply with legal requirements and internal regulations, rejecting any agreements that impose unreasonable obligations [20]. Group 6: Management and Monitoring - The board of directors and financial management department are responsible for managing and reviewing guarantee activities, ensuring compliance with the established procedures [24]. - The company must monitor the financial health of the guaranteed parties and take necessary actions if any risks are identified [25][26]. Group 7: Information Disclosure - The company is obligated to disclose information regarding external guarantees in accordance with relevant regulations, including details about the total amount of guarantees and their impact on the company's financial position [33][34]. - Timely disclosure is required if the guaranteed party fails to meet repayment obligations or faces bankruptcy [36]. Group 8: Accountability and Responsibilities - The company will hold responsible parties accountable for any violations of the guarantee procedures, with potential disciplinary actions based on the severity of the infractions [38][39]. - Individuals who fail to fulfill their responsibilities or cause losses to the company may face economic penalties or administrative sanctions [41].
新劲刚: 重大信息内部报告制度
Zheng Quan Zhi Xing· 2025-07-31 16:38
广东新劲刚科技股份有限公司 第一章 总则 第一条 为规范公司的重大信息内部报告工作,保证公司内部重大信息的 快速传递、归集和有效管理,及时、准确、完整地披露信息,维护公司及投资 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》 第二章 重大信息的范围 第八条 公司重大信息包括但不限于公司及其各控股子公司出现、发生或 即将发生的以下情形: (一)需提交本公司股东会、董事会审议的事项; 《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》等法 律、法规、规范性文件及《广东新劲刚科技股份有限公司章程》之规定,结合 公司实际,特制定本制度。 第二条 公司重大信息内部报告制度是指当出现、发生或者即将发生可能 对本公司或本公司的股票价格或其他证券衍生品种的交易价格产生较大影响的 情形或事件时,按照本制度规定负有报告义务的有关人员、机构、部门(以下 简称 "信息报告义务人"),应当及时将相关信息通过董事会秘书向本公司董 事长、总经理、董事会报告的制度。 第三条 本制度适用于公司董事、高级管理人员及公司各部门、各下属控 股子 ...
新劲刚: 关联交易决策制度
Zheng Quan Zhi Xing· 2025-07-31 16:38
Core Points - The company establishes a system to ensure the fairness and reasonableness of related party transactions, adhering to relevant laws and regulations [1][2] - The internal control of related party transactions must follow principles of honesty, equality, voluntariness, fairness, openness, and impartiality [1][2] - The company must protect the legitimate rights and interests of all shareholders, especially minority shareholders, in related party transactions [1][2] Summary by Sections Chapter 1: General Principles - The company aims to ensure fair and reasonable related party transactions to facilitate business operations [1] - Related party transactions must not harm the interests of the company or non-related shareholders [1] Chapter 2: Identification of Related Parties and Transactions - Related parties include both legal entities and natural persons with specific relationships to the company [2] - The company must maintain an updated list of related parties to ensure accuracy and completeness [2] Chapter 3: Decision-Making Authority for Related Transactions - Shareholder meetings must approve transactions exceeding 30 million RMB or 5% of the latest audited net assets [3][4] - The board of directors can decide on transactions below specified thresholds without shareholder approval [3] Chapter 4: Proposal and Preliminary Review of Related Transactions - Relevant departments must report potential related transactions to the general manager, including transaction details and pricing principles [4][5] Chapter 5: Board Review - The board must assess the necessity and reasonableness of related transactions, considering market alternatives [5][6] - Independent directors must approve related transactions before board review [7] Chapter 6: Shareholder Meeting Review - Shareholder meetings must review and vote on related transactions, with certain shareholders required to abstain from voting [8][9] Chapter 7: Execution of Related Transactions - After approval, the company must sign agreements that adhere to principles of equality and fairness [10][11] Chapter 8: Information Disclosure - The company must disclose related transactions exceeding specified monetary thresholds and ensure pricing aligns with market standards [12][13] Chapter 9: Supplementary Provisions - The system applies to subsidiaries controlled by the company and must be revised in accordance with national laws [14][15]
新劲刚: 子公司管理制度
Zheng Quan Zhi Xing· 2025-07-31 16:38
广东新劲刚科技股份有限公司 广东新劲刚科技股份有限公司 第一章 总则 第一条 为加强对广东新劲刚科技股份有限公司(以下简称"公司"或"本 公司")子公司的管理,有效控制经营风险,保护投资者合法权益,根据《中华 人民共和国公司法》《中华人民共和国证券法》《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》等法律、法规、规章以及《公司章程》的有关规定,结合公司的实际情 况,制定本制度。 第二条 本制度所称子公司为公司全资子公司或控股子公司,即公司依法设 立的、具有独立法人资格的公司,具体包括: (一)公司独资设立的全资子公司; (二)公司与其他单位或自然人共同出资设立的,公司持有 50%以上股权/ 股份的公司; (三)公司与其他单位或自然人共同出资设立的,公司虽持有其股权/股份 比例低于 50%,但能够决定其执行董事或董事会半数以上成员组成的企业; (四)公司与其他单位或自然人共同出资设立的,公司虽持有其股权/股份 比例低于 50%,但通过协议或其他安排能够实际控制的企业。 第三条 公司与子公司之间是平等的法人关系。公司可根据对子公司持有的 股权份额, ...
新劲刚: 信息披露暂缓与豁免业务管理制度
Zheng Quan Zhi Xing· 2025-07-31 16:38
Core Points - The article outlines the information disclosure management system of Guangdong Xinjingang Technology Co., Ltd., focusing on the conditions under which information disclosure can be deferred or exempted to protect the company's interests and investors' rights [1][2][3]. Group 1: General Provisions - The company establishes this system to ensure compliance with the Securities Law, the Shenzhen Stock Exchange listing rules, and its own articles of association [1]. - The company and its information disclosure obligors must prudently determine whether information should be disclosed or can be deferred or exempted [1][2]. Group 2: Conditions for Deferral and Exemption - Information that is uncertain or classified as temporary business secrets may be deferred if timely disclosure could harm the company's interests or mislead investors [1][2]. - Information classified as state secrets or commercial secrets can be exempted from disclosure if revealing it would violate laws or harm the company and investors' interests [2][3]. Group 3: Internal Management Procedures - The company must follow a strict internal approval process for deferring or exempting information disclosure, including filling out specific forms and obtaining necessary signatures [4][5]. - The board of directors oversees the management of deferral and exemption matters, with the board secretary coordinating the process [4][5]. Group 4: Termination of Deferral and Exemption - If the reasons for deferral or exemption are no longer valid, the company must promptly disclose the relevant information [6][7]. - The company must monitor and report any developments related to previously deferred or exempted information [6][7]. Group 5: Responsibilities and Penalties - Individuals with knowledge of deferred or exempted information must ensure confidentiality and accuracy in the information submitted for deferral or exemption [7][8]. - The company will implement a responsibility accountability mechanism for any violations of the disclosure rules, which may lead to penalties for responsible individuals [7][8].