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高测股份: 董事、高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-07-11 16:26
Core Viewpoint - The company has established a comprehensive system to manage the departure of directors and senior management, ensuring compliance with laws and regulations while protecting shareholder rights [1][2][3]. Group 1: Departure Circumstances and Procedures - Departure scenarios for directors and senior management include term expiration, voluntary resignation, dismissal, and other reasons leading to actual departure [2]. - Resignation must be submitted in writing, with the resignation of directors effective upon notification, while that of senior management is effective upon board receipt [2]. - The company is required to disclose the resignation announcement within two trading days, detailing the departure time, reasons, position, and any ongoing commitments [2][3]. Group 2: Responsibilities and Obligations of Departing Directors and Senior Management - Departing directors and senior management must complete all handover procedures within five working days post-departure, including all relevant documents and assets [5][6]. - They remain bound by confidentiality obligations regarding company secrets even after leaving, and must fulfill any public commitments made during their tenure [6][7]. - Departing individuals must cooperate with the company in follow-up investigations related to significant matters during their tenure [6][7]. Group 3: Shareholding Management of Departing Directors and Senior Management - Departing directors and senior management are prohibited from transferring their shares within six months post-departure [7]. - They must adhere to specific shareholding commitments made during their tenure, including restrictions on share transfers [7]. Group 4: General Provisions - The system is subject to amendments based on new laws and regulations, with the board of directors holding the interpretation rights [8].
高测股份: 董事、高级管理人员和核心技术人员持有公司股份及其变动管理制度
Zheng Quan Zhi Xing· 2025-07-11 16:26
青岛高测科技股份有限公司 董事、高级管理人员和核心技术人员 持有公司股份及其变动管理制度 第一章 总则 第二章 股份变动规则 第四条 存在下列情形之一的,公司董事和高级管理人员所持本公司股份不 得转让: (一)本公司股票上市交易之日起1年内; (二)本人离职后6个月内; (三)公司因涉嫌证券期货违法犯罪,被中国证监会立案调查或者被司法机 关立案侦查,或者被行政处罚、判处刑罚未满6个月的; 第一条 为加强对青岛高测科技股份有限公司(以下简称"公司"或"本公 司")董事、高级管理人员和核心技术人员所持公司股份及其变动的管理,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》")、《上市公司董事和高级管理人员所持本公 司股份及其变动管理规则》《上海证券交易所上市公司自律监管指引第8号—— 股份变动管理》 《上海证券交易所上市公司自律监管指引第15号——股东及董事、 高级管理人员减持股份》《上海证券交易所科创板上市公司自律监管指引第1号 ——规范运作》等有关法律、法规、规范性文件,特制定本制度。 第二条 本公司董事、高级管理人员和核心技术人员应当遵守本制度,其所 ...
高测股份: 关联交易管理制度
Zheng Quan Zhi Xing· 2025-07-11 16:26
Core Viewpoint - The document outlines the regulations and procedures for related party transactions of Qingdao High Test Technology Co., Ltd, ensuring fairness and legality in transactions to protect the interests of the company and non-related shareholders [1][11]. Group 1: Definition of Related Parties - Related parties include individuals or organizations that directly or indirectly control the company, hold more than 5% of shares, or are family members of key stakeholders [2][3]. - The definition also encompasses entities controlled by related parties and those recognized by regulatory authorities as having special relationships with the company [2][3]. Group 2: Related Transactions - Related transactions are defined as transactions between the company and its related parties, including asset purchases, investments, financial assistance, guarantees, and management services [4][5]. - All related transactions must be documented in written agreements that adhere to principles of equality, voluntariness, and fairness [5]. Group 3: Approval and Disclosure Procedures - Transactions exceeding 3 million yuan or 1% of the company's total assets must be approved by independent directors and disclosed to shareholders [6][9]. - The company must provide financial reports and evaluations for transactions involving non-cash assets, ensuring transparency and compliance with regulations [6][7]. Group 4: Responsibilities and Compliance - The board of directors and management must act in the best interest of the company, ensuring that related transactions do not harm the company or its shareholders [10][20]. - Any individual representing the company in related transactions must do so without conflicts of interest, and related parties must abstain from voting on such matters [9][19]. Group 5: Miscellaneous Provisions - The document stipulates that any unresolved issues will be governed by national laws and regulations, and the board of directors holds the authority for interpretation [11][29].
高测股份: 对外提供财务资助管理制度
Zheng Quan Zhi Xing· 2025-07-11 16:26
Core Points - The document outlines the regulations for Qingdao High Measurement Technology Co., Ltd. regarding external financial assistance to control operational risks and ensure compliance with relevant laws and regulations [1][5] - The company can provide financial assistance to its subsidiaries under specific conditions, primarily requiring guarantees from the receiving party [1][2] Group 1: Financial Assistance Definition and Approval - External financial assistance refers to the provision of funds or entrusted loans to subsidiaries within the company's consolidated financial statements, excluding those with the company's controlling shareholders or related parties [1] - Financial assistance transactions must be approved by a majority of the board of directors and require a two-thirds majority for certain conditions, such as amounts exceeding 10% of the latest audited net assets [2][3] Group 2: Application and Review Process - The finance department is responsible for receiving applications for financial assistance, which must include details about the applicant, debt situation, requested amount, guarantee methods, and repayment sources [3][4] - The company must conduct due diligence on the recipient's financial and operational status and ensure compliance and repayment capability before providing assistance [3] Group 3: Management and Risk Control - The finance department will manage the daily operations of financial assistance, maintaining records of all related documents and agreements [4] - Continuous monitoring of the recipient's financial health is required, and if repayment issues arise, the finance department must report to the board and propose remedial actions [4] Group 4: Penalties and Legal Compliance - Any personnel failing to follow the established procedures for financial assistance may face accountability, and severe cases may be referred to judicial authorities [5] - The regulations will be effective upon approval by the board and will be interpreted by the board in case of any ambiguities [5]
高测股份: 募集资金使用管理制度
Zheng Quan Zhi Xing· 2025-07-11 16:26
Core Points - The document outlines the regulations for the management and use of raised funds by Qingdao High Measurement Technology Co., Ltd, aiming to enhance the efficiency of fund utilization [1][2] - It specifies that raised funds must be stored in a dedicated account and used exclusively for designated purposes, excluding funds raised for equity incentive plans [1][2] - The company is required to sign a tripartite supervision agreement with the sponsor or independent financial advisor and the commercial bank within one month of fund receipt [2][3] Fund Storage - Raised funds must be deposited in a special account approved by the board of directors, and cannot be used for non-designated purposes [2][4] - The company must ensure that the special account is used solely for the management and use of raised funds [2][4] Fund Usage - The company must adhere to the usage plan outlined in the issuance application documents [3][6] - If there are significant changes in market conditions or if the project is delayed for over a year, the company must reassess the project's feasibility and disclose any adjustments [3][6] - Funds must be used specifically for main business activities that enhance competitiveness and innovation, and cannot be used for financial investments or to benefit related parties [3][4] Cash Management - Temporarily idle raised funds can be managed through cash management products, which must be safe and liquid, with a maximum term of twelve months [4][5] - Any cash management activities must not affect the normal progress of the investment plan [4][5] Fund Replacement and Supplementation - The company can replace self-raised funds with raised funds within six months after the funds are deposited into the special account [5][6] - Temporary use of raised funds for working capital is allowed under strict conditions, including a maximum term of twelve months [6][7] Oversight and Reporting - The board of directors must regularly monitor the management and usage of raised funds and report on the progress of investment projects [10][11] - Independent financial advisors must conduct ongoing supervision and provide reports on the management and usage of raised funds [10][11] Responsibility and Compliance - Any violations of these regulations that result in losses to the company may lead to disciplinary actions against responsible individuals [12][14] - The company must ensure compliance with national laws and regulations, and any amendments to these rules must be approved by the board and disclosed [14]
广康生化: 第三届监事会第十八次会议决议公告
Zheng Quan Zhi Xing· 2025-07-11 16:25
Group 1 - The third meeting of the third supervisory board of Guangdong Guangkang Biochemical Technology Co., Ltd. was held on July 11, 2025, with all three supervisors present [1][2] - The supervisory board approved the decision to continue using part of the idle raised funds for cash management, stating that the decision-making process complies with relevant laws and regulations and is beneficial for increasing company revenue and improving fund utilization efficiency [1][2] - The voting results for the decision were unanimous, with 3 votes in favor, 0 against, and 0 abstentions [2] Group 2 - The meeting was convened and chaired by Mr. Yu Kewei, the chairman of the supervisory board, and the company secretary attended the meeting [1] - The meeting's notice was sent to all supervisors via email and instant messaging on July 8, 2025 [1] - The decision to use idle funds for cash management does not harm the interests of the company or all shareholders [1]
晶华微: 晶华微第二届监事会第十一次会议决议公告
Zheng Quan Zhi Xing· 2025-07-11 16:25
Meeting Overview - The second supervisory board meeting of Hangzhou Jinghua Microelectronics Co., Ltd. was held on July 10, 2025, with all three supervisors present, and the meeting was conducted in accordance with relevant laws and regulations [1]. Resolutions Passed - The supervisory board approved the proposal regarding the postponement, termination, and addition of implementation content, subjects, and locations for fundraising projects, which aligns with the company's development strategy and enhances fundraising efficiency [1]. - The board unanimously agreed to use temporarily idle fundraising for cash management, which is expected to improve the efficiency of idle funds and increase shareholder returns without altering the intended use of the funds [3]. - The board also approved changes to registered capital, adjustments to profit distribution policies, the cancellation of the supervisory board, and amendments to the company's articles of association, which comply with relevant laws and regulations [3][5].
晶华微: 晶华微董事会秘书工作细则
Zheng Quan Zhi Xing· 2025-07-11 16:25
杭州晶华微电子股份有限公司 董事会秘书工作细则 杭州晶华微电子股份有限公司 董事会秘书工作细则 第一章 总 则 第一条 为规范杭州晶华微电子股份有限公司(以下简称"公司")行为, 明确董事会秘书的职责权限,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》、《上海证券交易所科创板股票上市规则》、《上海证券交易所科创板上市公司 自律监管指引第 1 号——规范运作》(以下简称"《规范运作指引》")等法律法规 及《杭州晶华微电子股份有限公司章程》(以下简称"《公司章程》")的规定,特 制定本工作细则。 第二条 公司应当设董事会秘书一名,董事会秘书为公司的高级管理人员, 应当具备相应任职条件和资格,忠实、勤勉履行职责,并对公司及董事会负责。 公司董事会办公室为董事会秘书分管的工作部门。 第三条 公司董事会秘书是公司与证券交易所之间的指定联络人。董事会 秘书或代行董事会秘书职责的人员有权以公司名义办理信息披露、公司治理、股 权管理等其相关职责范围内的事务。 第二章 任职资格 第四条 董事会秘书应当具备以下条件: (三)曾被证券交易所公开 ...
晶华微: 晶华微关联交易管理制度
Zheng Quan Zhi Xing· 2025-07-11 16:25
Core Points - The document outlines the management system for related party transactions of Hangzhou Jinghua Microelectronics Co., Ltd, aiming to protect the rights of the company, shareholders, and creditors while ensuring fairness in decision-making [1][3][4] - Related party transactions are defined as transactions between the company and its related parties, which include individuals or entities that have significant control or ownership over the company [2][3] - The company is required to minimize related party transactions and ensure that they are conducted at fair prices, with proper decision-making procedures and information disclosure [1][3][4] Group 1: Definition and Scope - Related parties include individuals or entities that directly or indirectly control the company, hold more than 5% of shares, or are closely related to key management personnel [2][3] - Transactions with related parties must comply with relevant laws and regulations, as well as the company's articles of association [3][4] Group 2: Principles and Procedures - Related party transactions should adhere to principles of honesty, credit, and fairness, with related parties recusing themselves from voting on such matters [6][8] - The company must sign written agreements for related party transactions, ensuring clarity and specificity in the terms [4][6] Group 3: Decision-Making and Disclosure - The general manager can approve transactions below 300,000 yuan or those that do not exceed 0.1% of the company's total assets [5][6] - Transactions exceeding these thresholds require board approval and must be disclosed if they meet certain criteria [5][6][8] Group 4: Internal Control and Reporting - The company must implement effective measures to prevent related parties from interfering with its operations and ensure that transaction pricing aligns with market standards [4][6] - Related party transactions must be reported and disclosed in annual and semi-annual reports, with specific procedures for transactions exceeding set thresholds [7][8]
晶华微: 晶华微会计师事务所选聘管理制度
Zheng Quan Zhi Xing· 2025-07-11 16:25
General Principles - The company aims to standardize the selection and appointment of accounting firms to protect shareholder interests and enhance the quality of audit work and financial information [2][3] - The selection process must comply with relevant laws and regulations, including the Company Law of the People's Republic of China and the Shanghai Stock Exchange rules [2][3] 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 [3][4] - Major shareholders and actual controllers are prohibited from interfering in the selection process before the shareholders' meeting [3][4] Quality Requirements for Accounting Firms - Selected accounting firms must possess independent qualifications, necessary licenses, and a good reputation without recent criminal penalties related to securities and futures [5][6] - The firms must ensure confidentiality and data security regarding company information [5][6] Selection Procedures - The Audit Committee is responsible for proposing the selection of accounting firms and supervising the audit work [4][5] - Various methods such as competitive negotiation, public bidding, and invitation bidding must be employed to ensure a fair selection process [6][7] Evaluation Criteria - Evaluation criteria for accounting firms include audit fees, qualifications, performance history, quality management, and risk management capabilities [7][8] - Quality management must account for at least 40% of the evaluation score, while audit fees should not exceed 15% [8] Contractual Obligations - The appointed accounting firm must fulfill its obligations as per the audit service agreement and complete the audit within the stipulated time [11][12] - Audit fees can be adjusted based on factors like consumer price index changes and business complexity, with a significant decrease requiring disclosure [12][13] Reappointment and Dismissal - The Audit Committee must evaluate the performance of the accounting firm before reappointment, and if the evaluation is negative, a new firm must be appointed [13][14] - Specific conditions warranting the dismissal of an accounting firm include quality defects in audit reports and failure to meet deadlines [15][16] Supervision and Reporting - The Audit Committee is tasked with monitoring the audit work and ensuring compliance with laws and regulations [20][21] - Annual reports must disclose information about the accounting firm, including service duration and audit fees [21][22] Information Security - The company must assess the information security management capabilities of accounting firms during the selection process [12][14] - Contracts should include clauses specifying information security responsibilities to prevent data breaches [12][14]