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澜起科技: 澜起科技股份有限公司董事、高级管理人员股份及其变动管理制度 (草案)(H股发行并上市后适用)
Zheng Quan Zhi Xing· 2025-06-20 13:36
General Overview - The document outlines the management system for shares held by directors and senior management of Lianqi Technology Co., Ltd, aimed at maintaining market order and compliance with relevant laws and regulations [1][2]. Shareholding Management - The system applies to all shares held by directors and senior management, including those held in others' accounts and through margin trading [2]. - Shareholding changes must comply with laws, regulations, and the company's articles of association [2][3]. Reporting and Disclosure - Directors and senior management must notify the board secretary in writing before buying or selling shares, who will verify compliance with disclosure and significant matters [3][4]. - Personal and family shareholding information must be reported to the Shanghai Stock Exchange within specified timeframes [3][6]. Transfer Restrictions - There are specific periods during which shares cannot be transferred, including within one year of A-share listing and six months post-resignation [4][5]. - Directors and senior management can only transfer up to 25% of their shares annually, with exceptions for certain circumstances [5][6]. Trading Prohibitions - Directors and senior management are prohibited from trading shares during specific periods, such as 15 days before annual or semi-annual reports [7][8]. - The document specifies additional restrictions based on insider information and other regulatory requirements [8][9]. Special Circumstances - In special cases where a director needs to sell shares under prohibitive conditions, they must provide written notice and justification to the board [10][11]. - The board secretary is responsible for managing shareholding data and ensuring compliance with reporting obligations [12]. Compliance and Enforcement - Violations of the regulations may result in legal responsibilities and potential compensation for losses incurred by the company [12][13]. - The system will take effect upon the company's H shares listing on the Hong Kong Stock Exchange [12].
鸿远电子: 鸿远电子董事、高级管理人员薪酬管理办法
Zheng Quan Zhi Xing· 2025-06-20 10:46
Core Points - The document outlines the compensation management measures for directors and senior management of Beijing Yuanliuhongyuan Electronic Technology Co., Ltd, aiming to enhance the incentive and restraint mechanism based on company law and internal regulations [1][2]. Group 1: General Principles - The compensation management for directors and senior management follows principles such as aligning compensation with the company's actual operating conditions, integrating rights, responsibilities, and benefits, and balancing incentives with constraints [1][3]. - Adjustments to compensation can be made based on the company's operational development and industry salary levels [1][2]. Group 2: Management Structure - The shareholders' meeting is responsible for reviewing the compensation plans for directors, while the board of directors is responsible for reviewing the compensation plans for senior management [2][3]. - The board's compensation and assessment committee is tasked with establishing assessment standards and conducting annual evaluations of directors and senior management [2]. Group 3: Compensation Standards and Management - Independent directors receive compensation as per the approved plan by the shareholders' meeting, while non-independent directors who also serve as senior management are compensated according to senior management standards [2]. - Senior management operates on a salary system that links compensation to responsibilities, risks, and performance, consisting of a basic salary and performance-based pay [2][3]. - Compensation for directors and senior management is pre-tax income, subject to personal income tax [2]. Group 4: Additional Provisions - The compensation management measures take effect upon approval by the shareholders' meeting and are subject to interpretation by the board of directors [3]. - In cases where the measures are inconsistent with laws, regulations, or the company's articles of association, the relevant laws and regulations will prevail [3].
成都市路桥工程股份有限公司第七届董事会第三十二次会议决议公告
Shang Hai Zheng Quan Bao· 2025-06-17 21:00
Group 1 - The company held its 32nd meeting of the 7th Board of Directors on June 17, 2025, with all 9 directors participating in the voting [2][4] - The Board approved the appointment of Mr. Wang Min as the internal audit head, effective from the date of the meeting until the end of the current Board's term [3][18] - The Board agreed to resubmit the 2025 remuneration plan for directors, supervisors, and senior management to the shareholders' meeting due to the previous plan not being approved [5][12] Group 2 - The company will hold its first extraordinary shareholders' meeting on July 3, 2025, with a record date of June 27, 2025 [6][22] - The meeting will include both on-site and online voting options for shareholders [23][30] - The agenda for the shareholders' meeting includes the resubmission of the remuneration plan and other ordinary matters requiring approval [29][32]
ST合纵: 董事、监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· 2025-06-10 13:31
Core Viewpoint - The document outlines the management system for the shares held by the directors, supervisors, and senior management of Hezhong Technology Co., Ltd., emphasizing compliance with relevant laws and regulations regarding insider trading and share transactions [1][2]. Summary by Sections General Principles - The system is established to strengthen the management of shares held by the company's directors, supervisors, and senior management, clarifying procedures based on various laws and regulations [1]. Management of Share Changes - Directors, supervisors, and senior management must notify the board secretary in writing before buying or selling shares, ensuring compliance with legal and regulatory requirements [2][3]. - The board secretary is responsible for managing the data and information regarding the shareholdings of the aforementioned individuals and must report any violations to regulatory authorities [3]. Restrictions on Share Transfers - There are specific conditions under which shares held by directors, supervisors, and senior management cannot be transferred, including within one year of the company's stock listing and within six months after leaving the company [4]. - The maximum amount of shares that can be transferred annually is limited to 25% of the total shares held [5]. Reporting Requirements - Changes in shareholdings must be reported within two trading days, including details such as the number of shares before and after the change [18]. - Directors, supervisors, and senior management must ensure timely and accurate reporting of their shareholdings and any changes [7]. Shareholding Increase and Decrease Regulations - Specific rules govern the increase and decrease of shareholdings, including the requirement to disclose plans for share increases and reductions [10][27]. - In cases of significant corporate events, individuals must disclose their shareholding plans and any related changes [12]. Additional Provisions - The document specifies that the terms used align with those in the company's articles of association, and any matters not covered will follow national laws and regulations [31][32]. - The system takes effect upon approval by the board of directors [33].
万马科技: 2025年度董事、监事及高级管理人员薪酬方案
Zheng Quan Zhi Xing· 2025-06-09 11:51
证券代码:300698 证券简称:万马科技 公告编号:2025-018 万马科技股份有限公司(以下简称"公司")根据《公司章程》,结合公司 经营发展等实际情况,并参照行业、地区薪酬水平,经董事会薪酬与考核委员会 审议,制定公司 2025 年度董事、监事及高级管理人员薪酬方案,具体如下: 一、适用对象:在公司领取薪酬的董事、监事及高级管理人员。 二、适用期限:2025 年 1 月 1 日至 12 月 31 日。 三、薪酬标准 (1)公司董事在公司担任管理职务者,按照所担任的管理职务领取薪酬, 未担任管理职务的董事,不在公司领取薪酬; (2)公司独立董事津贴为 5 万元/年(税后)。 公司监事按照在公司所担任的实际工作岗位领取薪酬,未担任实际工作岗位 的监事,不在公司领取薪酬。 万马科技股份有限公司 本公司及监事会全体成员保证信息披露的内容真实、准确、完整,没有虚 假记载、误导性陈述或重大遗漏。 公司高级管理人员实行绩效年薪制,年薪标准根据公司效益、地区收入水平、 个人学历履职等因素核定,并与目标责任挂钩。高级管理人员薪酬由岗位工资和 效益工资组成。 四、其他规定 管理人员因参加公司会议等实际发生的费用由公司报销 ...
乐心医疗: 董事、高级管理人员持股变动管理制度(2025年05月)
Zheng Quan Zhi Xing· 2025-05-23 10:54
General Principles - The management system for changes in shareholding by directors and senior management of Guangdong Leshi Medical Electronics Co., Ltd. aims to enhance the management of shareholding changes and clarify procedures for information disclosure [1][2] - This system applies to all shares held by directors and senior management, including those held through third-party accounts [1][2] Information Reporting and Disclosure - The board office is responsible for managing the identity and shareholding data of directors and senior management, ensuring timely online reporting and regular checks on share trading disclosures [2][3] - Directors and senior management must report their personal identity information to the Shenzhen Stock Exchange within two trading days after their appointment or any changes [2][3] Trading Procedures - Directors and senior management must notify the board secretary in writing of their trading plans before buying or selling shares, and the board secretary must verify compliance with disclosure and legal requirements [4][5] - If shareholding changes occur, they must be reported to the company within two trading days and disclosed on the Shenzhen Stock Exchange [5][6] Shareholding Change Management - Certain conditions restrict the transfer of shares held by directors and senior management, such as within one year of the company's stock listing or within six months after leaving their position [6][7] - Directors and senior management are prohibited from trading shares during specific periods, such as 15 days before annual or semi-annual reports [6][7] Accountability - Any violations of the trading regulations by directors and senior management will result in the company reclaiming any profits made from such trades [8][9] - The company will impose penalties for violations, which may include warnings, demotions, or termination of employment [9][10] Additional Provisions - Shareholders holding more than 5% of the company's shares must adhere to the same regulations as directors and senior management [10][11] - The system will be effective upon approval by the board and will be subject to relevant laws and regulations [11]
顺发恒业: 董事、监事和高级管理人员薪酬管理制度
Zheng Quan Zhi Xing· 2025-05-12 11:33
Core Points - The company has established a compensation management system for its directors, supervisors, and senior management to enhance governance structure and promote sustainable development [2][4][7] Group 1: Compensation Management Principles - The compensation of directors, supervisors, and senior management is linked to the company's performance to ensure stable development while adhering to market value principles [2][4] - The compensation system is designed to motivate and enhance the initiative and creativity of the company's leadership [2][4] Group 2: Compensation Structure and Determination - The shareholders' meeting is responsible for reviewing the compensation plans for directors and supervisors, while the board of directors authorizes the nomination and compensation assessment committee to determine the compensation for senior management [3][4] - The compensation for directors who also serve as senior management is based on a fixed annual salary, without additional director allowances [4][5] - Independent directors receive an annual allowance as per the standards approved by the shareholders' meeting, and their reasonable expenses are covered by the company [4][5] Group 3: Performance-Based Compensation - Basic salary is determined based on the company's responsibilities, operational scale, and regional average wages, paid in cash monthly [5][6] - Performance-based compensation is paid after the annual performance assessment, reflecting the company's operational results [5][6] - The compensation system is designed to align with the company's long-term interests and ensure fairness both internally and externally [6][12] Group 4: Adjustments and Compliance - The compensation management system is intended to serve the company's strategic goals and will be adjusted according to changes in operational conditions [14][15] - In case of significant changes in the external economic environment, the nomination and compensation assessment committee may propose revisions to the system, subject to board and shareholder approval [15][16] - The system will take effect upon approval by the shareholders' meeting and will replace the previous management compensation guidelines [7][16]
德新科技(603032) - 公司章程(2025年2月修订)
2025-02-25 10:16
德力西新能源科技股份有限公司 章 程 | | | | 第一章 | 总则 2 | | --- | --- | | 第二章 | 经营宗旨和范围 3 | | 第三章 | 股份 3 | | 第一节 | 股份发行 3 | | 第二节 | 股份增减和回购 4 | | 第三节 | 股份转让 5 | | 第四章 | 股东和股东大会 6 | | 第一节 | 股东 6 | | 第二节 | 股东大会的一般规定 9 | | 第三节 | 股东大会的召集 13 | | 第四节 | 股东大会的提案与通知 14 | | 第五节 | 股东大会的召开 16 | | 第六节 | 股东大会的表决和决议 19 | | 第五章 | 董事会 24 | | 第一节 | 董事 24 | | 第二节 | 独立董事 27 | | 第三节 | 董事会 29 | | 第四节 | 董事会专门委员会 33 | | 第六章 | 总经理及其他高级管理人员 35 | | 第七章 | 监事会 37 | | 第一节 | 监事 37 | | 第二节 | 监事会 37 | | 第八章 | 财务会计制度、利润分配和审计 39 | | 第一节 | 财务会计制度 39 | | 第二节 | ...