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新时达: 年报信息披露重大差错责任追究制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-25 18:07
General Principles - The company aims to enhance the standard of operation and improve the quality and transparency of annual report information disclosure through the establishment of a responsibility accountability system [2][3] - The accountability system applies to directors, senior management, and other personnel involved in the annual report information disclosure process [2] Accountability for Major Errors - Responsibility will be pursued in cases of significant errors in annual report information disclosure due to violations of relevant laws, regulations, or internal controls [3][4] - Specific circumstances that warrant accountability include violations of the Company Law, Securities Law, and internal management regulations that lead to significant errors or adverse impacts [3] Forms and Types of Accountability - The company outlines various forms of accountability, including reprimands, demotions, or termination of employment, depending on the severity of the misconduct [4] - The company may impose economic penalties alongside other forms of accountability, with the amount determined by the board based on the circumstances of the incident [4] Implementation and Effectiveness - The accountability system will take effect immediately upon approval by the company's board of directors [4]
西子洁能: 信息披露管理制度(2025-06-25修订)
Zheng Quan Zhi Xing· 2025-06-25 17:36
信息披露管理制度 第一章 总则 第一条 为加强公司信息披露工作的管理,规范公司的信息披露行为,确保 信息披露的公平性,保护投资者的合法权益,根据《中华人民共和国公司法》、 《中华人民共和国证券法》、《上市公司信息披露管理办法》、《深圳证券交 易所股票上市规则》(以下简称"《股票上市规则》")、《深圳证券交易所 上市公司自律监管指引第1号——主板上市公司规范运作》(以下简称"《规范 运作指引》")、《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》和《公司章程》的有关规定,特制定本制度。 西子清洁能源装备制造股份有限公司 第二条 本制度所称重大信息是指对公司股票及其衍生品种交易价格可能或 已经产生较大影响的信息,包括下列信息: (一)与公司业绩、利润分配等事项有关的信息,如财务业绩、盈利预测、 利润分配和资本公积金转增股本等; (二)与公司收购兼并、资产重组等事项有关的信息; (三)与公司股票发行、回购、股权激励计划等事项有关的信息; (四)与公司经营事项有关的信息,如开发新产品、新发明,订立未来重 大经营计划,获得专利、政府部门批准,签署重大合同; (五)与公司重大诉讼和仲裁事项有关的信息; ...
容知日新: 安徽容知日新科技股份有限公司信息披露暂缓与豁免业务管理制度
Zheng Quan Zhi Xing· 2025-06-25 17:36
Core Viewpoint - The document outlines the information disclosure deferral and exemption management system for Anhui Rongzhi Rixin Technology Co., Ltd, aiming to ensure compliance with relevant laws and regulations while protecting the company's interests and sensitive information [1][2]. Group 1: General Provisions - The system is established to regulate the deferral and exemption of information disclosure by the company and its related parties, ensuring compliance with the Securities Law of the People's Republic of China and other relevant regulations [1][2]. - "Information disclosure obligors" include the company, its directors, general manager, financial officer, board secretary, and other senior management, as well as major responsible persons from departments and subsidiaries [1][2]. Group 2: Scope of Deferral and Exemption - Information disclosure can be deferred if it involves uncertainty or temporary business secrets that may harm the company's interests or mislead investors [2][3]. - Exemption from disclosure is allowed for information that is classified as state secrets, business secrets, or sensitive commercial information, where disclosure could violate confidentiality laws or harm the company and investors [2][3]. Group 3: Procedures for Deferral and Exemption - Information disclosure obligors must carefully determine the matters for deferral or exemption and take effective measures to prevent leaks of such information [4][5]. - The securities department is responsible for organizing and coordinating the specific affairs related to information disclosure deferral and exemption [4]. Group 4: Responsibilities and Obligations - Individuals with knowledge of deferred or exempted information must ensure that the number of people aware of such information is minimized and must not disclose it [5][6]. - If deferred or exempted information is leaked or if the reasons for deferral or exemption are no longer valid, the company must promptly verify the situation and disclose the information [6][7]. Group 5: Reporting and Documentation - The company must submit relevant registration materials regarding deferred or exempted disclosures to the local securities regulatory authority and stock exchange within ten days after the announcement of periodic reports [7]. - The system includes specific documentation requirements for deferral and exemption matters, including reasons, types of documents involved, and internal approval processes [4][5].
浙江力诺: 信息披露暂缓与豁免管理制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-25 17:36
Core Viewpoint - The article outlines the information disclosure deferral and exemption management system of Zhejiang Lino Fluid Control Technology Co., Ltd, emphasizing the need for compliance with legal obligations and the protection of investors' rights [1][2]. Group 1: General Principles - The system aims to regulate the deferral and exemption of information disclosure by the company and other obligated parties, ensuring compliance with relevant laws and regulations [1]. - Information disclosure obligations must be fulfilled truthfully, accurately, completely, timely, and fairly, without misuse of deferral or exemption to mislead investors [2]. Group 2: Conditions for Deferral and Exemption - Deferral or exemption from disclosure is permitted if the information involves state secrets or could violate confidentiality regulations [2]. - Business secrets can be deferred or exempted if disclosure could lead to unfair competition or harm the interests of the company or others [2][3]. Group 3: Internal Review Procedures - The company must carefully determine the need for deferral or exemption and follow internal review procedures to prevent unauthorized disclosure [4][5]. - The board of directors oversees the management of deferral and exemption matters, with the board secretary responsible for coordinating these activities [4]. Group 4: Registration and Reporting - The company must maintain a record of deferred or exempted disclosures, including the type of information and the reasons for deferral or exemption [5][6]. - Relevant materials must be submitted to the regulatory authorities within ten days after the announcement of periodic reports [6]. Group 5: Accountability and Compliance - The company must not abuse the deferral or exemption procedures and will hold responsible parties accountable for any violations that negatively impact the company or investors [6][7]. - The management system must comply with the rules of the Shenzhen Stock Exchange and other relevant regulations [8].
上海沿浦: 上海沿浦精工科技(集团)股份有限公司董事、高级管理人员及其他相关主体对外发布信息行为规范
Zheng Quan Zhi Xing· 2025-06-25 16:47
上海沿浦精工科技(集团)股份有限公司 第五条 公司的董事、高级管理人员及其他相关主体应当遵守公司信息披露 内控制度的要求,对公司定期报告及重大事项履行必要的传递、审核和披露流程。 第二条 本规范所指信息,指所有对公司股票交易价格可能产生影响的、准 备公开但尚未公开的信息,包括但不限于定期报告、临时公告、财务快报、统计 数据、需报批的重大事项等所涉及的信息。尚未公开是指公司尚未在中国证券监 督管理委员会指定的上市公司信息披露刊物或网站上正式公开。 第三条 公司信息披露工作由董事会统一领导和管理,董事会秘书负责办理 公司信息对外公布等相关事宜。 第四条 公司的董事、高级管理人员应当忠实、勤勉地履行职责,保证披露 信息的真实、准确、完整,信息披露及时、公平。 董事、高级管理人员及其他相关主体对外发布信息行为规范 第六条 公司董事、高级管理人员及其他相关主体对外宣传文件发布的申请、 审核、发布流程为:需对外发出的文件应向证券事务部提交,经董事会秘书审核 后签发书面意见后发布。 第一条 为规范上海沿浦精工科技(集团)股份有限公司(以下简称"公司") 董事、高级管理人员及其他相关主体对外发布信息行为,加强信息披露事务管理 ...
被监管喊话要求换人!精艺股份董事长正式辞职
Sou Hu Cai Jing· 2025-06-25 15:56
Core Viewpoint - The chairman of Guangdong Jingyi Metal Co., Ltd. has resigned following regulatory scrutiny regarding his qualifications and the company's failure to disclose critical information [1][3][4]. Group 1: Resignation Announcement - On June 25, Guangdong Jingyi Metal announced that chairman Huang Yuhui submitted his resignation due to personal reasons, stepping down from multiple positions including director and chairman [1]. - Huang Yuhui indirectly holds 16.57 million shares of the company, representing over 5% ownership through Nantong Sanjian Holding Co., Ltd. [3]. Group 2: Regulatory Issues - On June 24, the company received regulatory documents from the Guangdong Securities Regulatory Bureau and Shenzhen Stock Exchange, indicating violations related to the disclosure of the actual controller and the chairman's unqualified status [3][4]. - The Guangdong Securities Regulatory Bureau found that Huang Yuhui was listed as a dishonest executor by multiple courts, which was not disclosed by the company, constituting a regulatory breach [4]. - The regulatory body mandated the company to rectify the situation, replace the chairman, and submit a corrective report within 30 days [4].
嘉澳环保五年三次遭证监会立案调查:信披顽疾难除,连年亏损陷债务泥潭
Xin Lang Zheng Quan· 2025-06-25 10:35
Core Viewpoint - Jiaao Environmental Protection has faced regulatory scrutiny for information disclosure violations, marking its third investigation since 2020, amid rising concerns over its governance and operational sustainability due to continuous losses and a high debt ratio [1] Group 1: Regulatory Issues - The latest investigation centers on the failure to properly convert construction in progress into fixed assets for a subsidiary project, leading to inaccurate financial disclosures for 2022 and 2023 [2] - The company has a history of financial misconduct, including a 2020 case where it inflated revenue by 179 million (14.24% of 2019 revenue) through improper accounting practices, resulting in fines and penalties for executives [3] - Despite claims of rectifying accounting errors, ongoing regulatory actions indicate deeper governance issues, exacerbated by the departure of key executives since 2021 [4] Group 2: Financial Performance - Jiaao Environmental Protection has experienced a dramatic decline in revenue, dropping from 3.211 billion to 1.274 billion from 2022 to 2024, with cumulative losses exceeding 407 million [5] - The company's debt crisis is imminent, with a debt ratio of 80.45% and short-term loans of 1.405 billion against only 230 million in cash, indicating severe liquidity issues [6] - Efforts to recover financially are uncertain, as the company relies on new projects and market expansion, yet has seen a 54.65% decline in operating cash flow due to procurement issues [7]
A股公司董事长成老赖“秘而不宣”?监管喊话:换人!中小股东曾反对董事长任命
Sou Hu Cai Jing· 2025-06-25 05:00
Core Viewpoint - The Guangdong Securities Regulatory Commission has imposed corrective measures on Jingyi Co., Ltd. due to violations related to the disclosure of the actual controller and chairman's credit issues, as well as the chairman's lack of qualifications for the position [1][4][5]. Group 1: Regulatory Actions - The Guangdong Securities Regulatory Commission has ordered Jingyi Co., Ltd. to rectify its violations and issued warning letters to the chairman Huang Yuhui, general manager Wei Guo, and board secretary Yang Xiangrui [5]. - The company is required to replace its chairman and disclose relevant information truthfully within two trading days of receiving the decision, and submit a rectification report within 30 days [5]. Group 2: Violations and Responsibilities - Huang Yuhui, the actual controller and chairman, has been listed as a dishonest executor by multiple courts, which was not disclosed in the company's reports [4]. - The chairman's status as a dishonest executor disqualifies him from holding the position under Article 178 of the Company Law of the People's Republic of China [4]. - Huang Yuhui, Yang Xiangrui, and Wei Guo have failed to fulfill their duties as required by the Information Disclosure Management Measures for Listed Companies, with Huang Yuhui and Yang Xiangrui bearing primary responsibility for the violations [4]. Group 3: Shareholder Sentiment - During the recent shareholder meeting, only 44 shares were voted in favor of Huang Yuhui's re-election as a non-independent director, indicating significant disapproval from minority shareholders [5]. Group 4: Background Information - Huang Yuhui, born in 1971, holds a doctoral degree and has been the chairman of Jingyi Co., Ltd. since May 2019 [7]. - He indirectly holds 16.57 million shares of the company and is also the legal representative and chairman of a major shareholder, Nantong Sanjian Holdings Co., Ltd. [7].
精艺股份: 关于收到广东证监局对公司采取责令改正措施并对黄裕辉等采取出具警示函措施的决定的公告
Zheng Quan Zhi Xing· 2025-06-24 19:18
Group 1 - The Guangdong Securities Regulatory Commission has issued a decision to Guangdong Precision Metal Co., Ltd. (referred to as "the company") to take corrective measures and issue warning letters to its chairman Huang Yuhui and others due to violations of disclosure regulations [1][2] - The company failed to disclose the actual controller and chairman Huang Yuhui's status as a dishonest executor, which is a violation of the Information Disclosure Management Measures for Listed Companies [1][2] - Huang Yuhui, the current chairman, is listed as a dishonest executor by the court, which disqualifies him from holding the position under the Company Law [2] Group 2 - The company and its executives, including chairman Huang Yuhui, general manager Wei Guo, and board secretary Yang Xiangrui, are held primarily responsible for the violations and have been ordered to take corrective actions within two trading days [3] - The company must replace its chairman and accurately disclose relevant information, submitting a rectification report to the regulatory authority within 30 days [3] - The regulatory measures can be contested through administrative review or litigation within specified timeframes, but the enforcement of these measures will not be suspended during the review or litigation period [3]
复星医药: 复星医药信息披露制度(2025年修订)
Zheng Quan Zhi Xing· 2025-06-24 19:03
Core Viewpoint - The document outlines the information disclosure system of Shanghai Fosun Pharmaceutical (Group) Co., Ltd., emphasizing the importance of timely, accurate, and complete disclosure of information that may significantly impact the trading prices of the company's securities and derivatives. Group 1: General Principles - The information disclosure system is established to regulate the disclosure behavior of the company and related parties, ensuring the protection of the company's and investors' legal rights [1][2] - Information disclosure obligations apply to various parties, including the company's board of directors, senior management, shareholders, and other relevant individuals [2][3] - The board of directors is responsible for implementing the information disclosure system, with the chairman as the primary responsible person [3][4] Group 2: Basic Principles of Information Disclosure - Information must be disclosed in a timely and fair manner, ensuring that all investors receive the same information simultaneously [3][4] - Disclosure must be truthful, accurate, complete, and clear, without any misleading statements or significant omissions [3][4] - The company must adhere to legal and regulatory requirements for information disclosure, including those set by the Shanghai Stock Exchange and the Hong Kong Stock Exchange [4][5] Group 3: Content of Information Disclosure - The company is required to prepare and disclose periodic reports, including annual and interim reports, in accordance with relevant regulations [6][7] - Annual reports must include key information such as the company's basic situation, major accounting data, stock and bond issuance, and significant events during the reporting period [7][8] - The company must disclose any risks that may significantly impact its core competitiveness and future development [7][8] Group 4: Temporary Reports - Temporary reports must be disclosed for significant events that may impact the trading prices of the company's securities, including shareholder and board resolutions [9][10] - The company must immediately disclose any major events that investors are not yet aware of, detailing the cause, current status, and potential impact [9][10] Group 5: Internal Management of Information Disclosure - The board secretary's office is responsible for managing information disclosure, coordinating the collection and reporting of information to the board [13][14] - All departments and subsidiaries must report significant events to the board secretary promptly [18][19] - The company must establish internal procedures for the preparation, review, and disclosure of periodic reports [19][20] Group 6: Confidentiality and Accountability - Information disclosure obligations include maintaining confidentiality of undisclosed information and ensuring that insiders do not leak such information [21][22] - Individuals who fail to comply with disclosure requirements or cause significant omissions may face internal penalties and legal liabilities [22][23]