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*ST凯鑫: 第四届董事会第六次会议决议公告
Zheng Quan Zhi Xing· 2025-07-03 16:27
Group 1 - The board of directors of Shanghai Kaixin Separation Technology Co., Ltd. held a meeting where several resolutions were passed, including the revision of the company's articles of association and the abolishment of the supervisory board [1][2] - The company will no longer have a supervisory board, and its functions will be transferred to the audit committee of the board of directors [1][2] - The resolutions regarding the amendments to the articles of association and related governance rules received unanimous approval from the board members [2][3] Group 2 - The company plans to submit the revised articles of association and other governance rules to the shareholders' meeting for approval, requiring a two-thirds majority vote [3][4] - The board approved the appointment of Zhongxinghua Accounting Firm as the financial and internal control auditor for the year 2025 [5] - The company appointed Mr. Yang Qi as the vice general manager, with his term lasting until the end of the fourth board of directors [5][6] Group 3 - The company announced that it will hold its first extraordinary shareholders' meeting of 2025 on July 23, 2025 [5][6]
*ST凯鑫: 关于召开2025年第一次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-07-03 16:27
Meeting Overview - The company will hold its first extraordinary general meeting of shareholders in 2025 on July 23, 2025, at 14:30 [1] - The meeting will be conducted through a combination of on-site voting and online voting [1][2] - The online voting will be available from 9:15 to 9:25, 9:30 to 11:30, and 13:00 to 15:00 on the same day [1] Voting Procedures - Shareholders can choose either on-site voting or online voting, but not both; if duplicate votes occur, the first valid vote will be counted [2] - All shareholders registered by the close of trading on the day before the meeting are entitled to attend and vote [2][4] - Specific procedures for natural and legal persons attending the meeting are outlined, including required documentation [5][6] Agenda Items - The meeting will review several proposals, including a significant resolution requiring approval from at least two-thirds of the voting rights present [4] - The proposals include amendments to the "Rules of Procedure for Shareholders' Meetings" and other related regulations [3][4] Registration and Attendance - Shareholders must register to attend the meeting, with specific requirements for documentation based on their status (individual or corporate) [5][6] - Proxy voting is allowed, and the proxy must present appropriate authorization documents [5][9] Online Voting Instructions - Detailed instructions for participating in online voting are provided, including the need for identity verification [6][8] - The online voting system can be accessed via the specified website [6][8]
*ST凯鑫: 关于修订《公司章程》的公告
Zheng Quan Zhi Xing· 2025-07-03 16:27
Core Viewpoint - Shanghai Kaixin Separation Technology Co., Ltd. will abolish its supervisory board, transferring its powers to the audit committee of the board of directors, and amend relevant articles in its articles of association, pending approval at the 2025 annual general meeting of shareholders [1]. Summary by Sections Company Governance - The company aims to enhance its operational standards and governance structure by eliminating the supervisory board [1]. - The powers of the supervisory board will be assumed by the audit committee of the board of directors [1]. Articles of Association Amendments - The company will revise certain provisions in its articles of association to reflect the changes in governance [1]. - Specific amendments include the removal of the supervisory board's meeting rules and adjustments to the responsibilities of the board of directors [1][2]. Legal Compliance - The changes are in accordance with the relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2][3]. - The company will ensure that the revised articles of association comply with legal requirements and protect the rights of shareholders and creditors [2][3].
*ST凯鑫: 关联交易决策制度
Zheng Quan Zhi Xing· 2025-07-03 16:27
Core Points - The document outlines the decision-making system for related party transactions of Shanghai Kaixin Separation Technology Co., Ltd, aiming to standardize operations and protect shareholder rights [1][19] - Related party transactions must be priced fairly, follow compliant decision-making procedures, and ensure proper information disclosure [1][4] - The board's audit committee is responsible for controlling and managing related party transactions [1][4] Group 1: Definition of Related Parties - Related parties include both legal entities and natural persons that have a direct or indirect control relationship with the company [5][6] - Legal entities that control the company or are controlled by the same entity are considered related parties, as well as individuals holding more than 5% of the company's shares [5][6] - The document emphasizes that the assessment of related party relationships should focus on the substance over form principle [3][4] Group 2: Recognition of Related Transactions - Related transactions are defined as resource or obligation transfers between the company and its related parties, including asset purchases, investments, and financial support [4][10] - The company must sign written agreements for related transactions, clearly stating pricing policies [11][12] - Fair pricing for related transactions should be based on government pricing, market prices, or reasonable cost plus profit methods [11][12] Group 3: Decision-Making Procedures - The board must ensure that related directors abstain from voting on related transactions, and a majority of non-related directors must approve the decisions [15][16] - Related shareholders must also abstain from voting during shareholder meetings regarding related transactions [16][17] - Specific thresholds for transaction amounts dictate the level of approval required, with higher amounts necessitating shareholder meeting approval [9][10] Group 4: Disclosure Requirements - The company is required to disclose related party transactions in accordance with relevant laws and regulations, including details about pricing policies and the nature of the transactions [33][34] - Disclosure must include the total amount of transactions with related parties and any significant deviations from market prices [35][36] - The company must provide documentation supporting the disclosures, including board resolutions and independent opinions when necessary [18][19]
*ST凯鑫: 会计师事务所选聘制度
Zheng Quan Zhi Xing· 2025-07-03 16:27
Core Viewpoint - The document outlines the procedures and requirements for Shanghai Kaixin Separation Technology Co., Ltd. in selecting and appointing accounting firms, emphasizing the importance of maintaining shareholder interests and ensuring high-quality audit work [1][2]. Group 1: Selection Process - The selection of accounting firms must be approved by the audit committee, submitted to the board of directors, and ultimately decided by the shareholders' meeting [2][3]. - The audit committee is responsible for proposing the selection of accounting firms, overseeing the audit work, and evaluating the performance of the appointed firms [3][6]. - The company must use competitive negotiation, public bidding, or invitation bidding to ensure a fair and just selection process [5][6]. Group 2: Quality Requirements - Selected accounting firms must possess independent qualifications, a stable workplace, and a good reputation for audit quality [4][5]. - The company should pay attention to any administrative penalties or investigations related to the accounting firms' quality over the past three years [3][4]. Group 3: Audit Committee Responsibilities - The audit committee must evaluate the performance of the accounting firms annually and report to the board of directors [6][9]. - The committee should maintain caution regarding changes in accounting firms, especially if there are multiple changes within a year or significant fluctuations in audit fees [4][6]. Group 4: Documentation and Compliance - The company must archive all documents related to the selection and appointment of accounting firms for at least ten years [6][9]. - Any changes in accounting firms must be completed before the end of the fourth quarter of the audited year [7][8].
*ST凯鑫: 董事会审计委员会工作细则
Zheng Quan Zhi Xing· 2025-07-03 16:27
Core Points - The company establishes an Audit Committee to enhance decision-making and ensure effective supervision of management by the Board of Directors [1][2] - The Audit Committee is responsible for overseeing internal and external audits, as well as the internal control system [1][3] - The committee consists of three members, including two independent directors, with one being a professional accountant [2][3] Structure and Composition - The Audit Committee members are elected by the Board of Directors and serve a term aligned with their directorship [2][3] - The committee includes a chairperson who is an independent director with accounting expertise [2][3] - If a committee member ceases to be a director, they automatically lose their committee position [2] Responsibilities and Authority - The Audit Committee reviews financial information, supervises audit work, and evaluates internal controls [3][4] - Key decisions require a majority agreement from the committee before being submitted to the Board [4][5] - The committee is tasked with guiding and supervising the internal audit institution and ensuring compliance with internal control standards [5][6] Internal Audit Procedures - The internal audit institution reports directly to the Audit Committee and must maintain independence from the finance department [3][4] - The internal audit institution is required to submit an annual report and quarterly updates to the Audit Committee [5][6] - The committee must ensure that any significant internal control deficiencies are reported to the Shenzhen Stock Exchange [5][6] Meeting Protocols - The Audit Committee holds regular meetings at least quarterly, with provisions for special meetings as needed [8][9] - A quorum requires two-thirds of the committee members to be present, and decisions are made by majority vote [9][10] - Meeting records must be kept, and confidentiality is required from all attendees [10][11] Implementation and Amendments - The working rules of the Audit Committee take effect upon approval by the Board of Directors [11] - Any conflicts with national laws or the company's articles of association will be resolved in favor of the latter [11]
*ST凯鑫: 内幕信息知情人登记管理制度
Zheng Quan Zhi Xing· 2025-07-03 16:27
Core Points - The article outlines the insider information management system of Shanghai Kaixin Separation Technology Co., Ltd, aiming to regulate insider information handling, enhance confidentiality, and prevent insider trading [1][2][3] Group 1: Insider Information Management - The board of directors is designated as the management body for insider information, responsible for timely registration and reporting of insider information knowledge personnel [1][2] - The securities affairs department is tasked with daily management of insider information, requiring approval from relevant department heads before external reporting [2][3] - Insider information includes significant changes in business policies, major investments, important contracts, and any events that could materially affect the company's financial status or stock price [3][4] Group 2: Scope of Insider Information - Insider information encompasses various aspects such as major asset transactions, significant losses, changes in management, and any legal proceedings that could impact the company [3][4][5] - Individuals classified as insider information knowledge personnel include company directors, senior management, and external parties who may access insider information due to their roles [4][5] Group 3: Registration and Reporting - The company must maintain accurate records of insider information knowledge personnel, including their details and the context in which they received insider information [6][7] - Insider information knowledge personnel must confirm their understanding of the information and the circumstances under which they received it [6][7] - The company is required to submit insider information knowledge personnel records to the Shenzhen Stock Exchange within five trading days after the information is publicly disclosed [7][8] Group 4: Confidentiality and Compliance - Insider information knowledge personnel are obligated to maintain confidentiality and are prohibited from trading based on insider information before it is publicly disclosed [10][11] - The company must ensure that any external parties receiving non-public information have signed confidentiality agreements [11][12] - Violations of insider information regulations may lead to disciplinary actions, including termination and legal consequences [12][13]
*ST凯鑫: 股东会议事规则
Zheng Quan Zhi Xing· 2025-07-03 16:27
Core Points - The document outlines the rules and regulations governing the shareholders' meetings of Shanghai Kaixin Separation Technology Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3]. Group 1: General Provisions - The company must convene shareholders' meetings in accordance with the Company Law, Securities Law, and its own Articles of Association [1]. - Shareholders' meetings are categorized into annual and extraordinary meetings, with specific timelines for their convening [1][2]. - Legal opinions must be obtained for the validity of the meeting's procedures, attendance, and voting results [1][2]. Group 2: Convening Shareholders' Meetings - The board of directors is responsible for convening meetings within specified timeframes, and independent directors can propose extraordinary meetings [2][3]. - If the board fails to respond to requests for extraordinary meetings, the audit committee or shareholders holding over 10% of shares can convene the meeting themselves [3][4]. Group 3: Proposals and Notifications - Proposals for meetings must fall within the scope of the shareholders' authority and be submitted in writing [5][6]. - Notifications for annual meetings must be sent 20 days in advance, while notifications for extraordinary meetings must be sent 15 days prior [6][7]. Group 4: Conducting Shareholders' Meetings - Meetings must be held at the company's registered address or a location specified in the Articles of Association [8][9]. - All shareholders on the register have the right to attend and vote, either in person or by proxy [9][10]. - The meeting must be presided over by the chairman or a designated representative, and the attendance and voting results must be recorded [11][12]. Group 5: Voting and Resolutions - Resolutions can be classified as ordinary or special, with different voting thresholds required for approval [13][14]. - The voting process must be transparent, and results must be announced immediately after the meeting [18][19]. - Any resolutions that violate laws or regulations are deemed invalid [20][21].
*ST凯鑫: 印章管理制度
Zheng Quan Zhi Xing· 2025-07-03 16:27
Core Points - The document outlines the regulations for the management, custody, and use of seals at Shanghai Kaixin Separation Technology Co., Ltd. to ensure legality, seriousness, and security in seal usage [1][7] - The regulations apply to both the company and its subsidiaries, detailing the types of seals managed and the procedures for their creation, custody, and usage [1][2] Seal Management - The types of seals managed include company seals, financial seals, contract seals, invoice seals, legal representative seals, departmental seals, business seals, and electronic seals [1][2] - Seals must be created by designated personnel at approved units and must comply with national regulations [2][3] Seal Custody - Each type of seal must be kept by designated personnel, with specific roles assigned for different seals, such as the general manager for company seals and the finance department for financial seals [2][3] - Electronic seals are managed with the assistance of the IT department to ensure information security [2][3] Seal Usage - The use of seals requires prior approval, with a formal application process that includes submitting a seal usage application form [3][4] - The principle of "approval before sealing" is emphasized, ensuring that all documents are verified before a seal is applied [5][6] Seal Re-creation and Destruction - Seals can only be re-created under specific circumstances, such as name changes, damage, or loss [6][7] - Procedures for the destruction of seals are outlined, including the need to retain impressions of destroyed seals for record-keeping [6][7] Accountability - Seal custodians are responsible for verifying the compliance of seal usage applications and may face consequences for improper use [6][7] - Any loss of seals must be reported immediately, with potential disciplinary actions for delays in reporting [6][7]
*ST凯鑫: 独立董事专门会议工作制度
Zheng Quan Zhi Xing· 2025-07-03 16:27
Core Points - The company aims to enhance its corporate governance structure by establishing a set of rules for independent directors, in accordance with relevant laws and regulations [1][4] - Independent directors are defined as those who do not hold any other positions within the company and have no direct or indirect interests that could affect their independent judgment [1][2] - The company will hold special meetings exclusively for independent directors to ensure independent decision-making [3][4] Summary by Sections Independent Director Meetings - Special meetings for independent directors must be convened by a majority of independent directors, and if the convenor is unable to fulfill their duties, two or more independent directors can call the meeting [2] - Independent directors are required to attend these meetings in person or review materials beforehand if unable to attend [2][3] Special Powers and Responsibilities - Certain special powers, such as hiring external consultants for audits or proposing meetings, require approval from a special meeting of independent directors [2][3] - Specific matters, including related party transactions and changes to commitments, must be discussed in these special meetings before being submitted to the board [2][3] Record Keeping and Confidentiality - Independent directors must maintain detailed work records of their duties, which include meeting records and communications with company staff [3] - The company is responsible for providing support for these meetings and covering necessary expenses for independent directors [3][4] - All attending independent directors have a confidentiality obligation regarding the matters discussed in the meetings [3]