公司治理规范
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000007,查明四项问题!
Zhong Guo Ji Jin Bao· 2025-12-12 05:33
【导读】深圳证监局下发《行政监管措施决定书》,查明全新好存在四项问题 12月11日晚间,全新好发布公告称,深圳证监局近日下发的《中国证券监督管理委员会深圳监管局行政监管措施决定 书》,认定公司存在四项问题,涉及财务核算、信息披露、内部控制、公司治理等方面。 12月11日收盘,全新好股价报10.09元/股,跌幅达1.56%,总市值为34.96亿元。 四是公司治理不规范。全新好未与部分董事签订合同、未及时修订完善内幕信息知情人登记管理制度、未对个别重大事项 制作内幕信息知情人档案,内幕信息知情人未对内幕信息知情人档案进行确认。 监管查明全新好存在四项问题 一是财务核算不规范。2022年至2024年,全新好的房屋租赁业务,在财务核算上未考虑免租期影响;外销业务收入确认时 点与披露政策不符且存在跨期情形;外销杀菌纸巾业务收入确认不规范。 全新好的上述情形不符合《企业会计准则第21号——租赁》第四十五条、《企业会计准则第14号——收入》第四条、第十 三条、第三十四条的规定。 二是信息披露不规范。因对杀菌纸巾和其他日常用品分类错误,全新好2023年、2024年年报对杀菌纸巾和其他日常用品的 收入披露错误,不符合《上市公司 ...
000007,查明四项问题!
中国基金报· 2025-12-12 05:31
【 导读 】 深圳证监局下发《行政监管措施决定书》,查明全新好存在四项问题 中国基金报记者 闻言 12月11日晚间,全新好发布公告称,深圳证监局近日下发的《中国证券监督管理委员会深圳监管局行政监管措施决定书》,认定公司存在 四项问题,涉及财务核算、信息披露、内部控制、公司治理等方面。 二是信息披露不规范。因对杀菌纸巾和其他日常用品分类错误,全新好2023年、2024年年报对杀菌纸巾和其他日常用品的收入披露错误, 不符合《上市公司信息披露管理办法》(证监会令第182号,下同)第三条第一款的规定。 三是内部控制不规范。全新好对其孙公司江门市都合纸业科技有限公司的管控不到位,不符合《企业内部控制应用指引第1号——组织架 构》第十条的规定。 四是公司治理不规范。全新好未与部分董事签订合同、未及时修订完善内幕信息知情人登记管理制度、未对个别重大事项制作内幕信息知 情人档案,内幕信息知情人未对内幕信息知情人档案进行确认。 深圳证监局 表示 ,全新好被查明的情况,反映其在财务核算、信息披露、内部控制、公司治理等方面存在问题,其中财务核算问题影响相 关财务信息披露的准确性。 12月11日收盘,全新好股价报10.09元/股,跌 ...
中公教育:通过持续改善经营业绩、规范公司治理为股东创造长期价值
Zheng Quan Ri Bao· 2025-12-11 08:36
证券日报网讯 12月11日,中公教育在互动平台回答投资者提问时表示,公司高度重视股东回报,股东 回报方案需结合年度经营业绩、现金流状况及长期发展规划综合确定。公司将严格遵守监管要求,通过 持续改善经营业绩、规范公司治理,为股东创造长期价值,如有相关安排,将及时通过定期报告披露。 (文章来源:证券日报) ...
上市公司监督管理条例公开征求意见 夯实严监严管法治基础
Zheng Quan Ri Bao· 2025-12-05 16:08
Core Viewpoint - The China Securities Regulatory Commission (CSRC) has released a draft of the "Regulations on the Supervision and Management of Listed Companies" for public consultation, emphasizing risk prevention, strong regulation, and promoting high-quality development in the capital market [1][2]. Group 1: Regulatory Framework - The draft regulations aim to establish a comprehensive regulatory framework for listed companies, covering their entire lifecycle from listing to delisting, including governance, information disclosure, mergers and acquisitions, dividend distribution, market value management, bankruptcy restructuring, and delisting [1][2]. - The regulations are seen as a necessary step to solidify the legal foundation for stringent supervision and management, reflecting the CSRC's commitment to enhancing the effectiveness and deterrence of regulatory enforcement [1][2]. Group 2: High-Quality Development - The regulations focus on three main areas to promote high-quality development: enhancing the quality and effectiveness of mergers and acquisitions, improving investor returns, and elevating corporate governance standards [3]. - Specific measures include clarifying the obligations of listed companies and executives in market value management, supporting stable dividend policies, and establishing mechanisms for share buybacks [3]. Group 3: Risk Prevention and Strong Regulation - The regulations emphasize risk prevention by targeting financial fraud, punishing violations related to guarantees, enforcing strict delisting procedures, and implementing comprehensive administrative supervision [3][4]. - There is a focus on preventing major shareholders from misappropriating company funds and ensuring that the board of directors actively pursues recovery of misused assets [6]. Group 4: Key Highlights - The regulations introduce a dedicated chapter on corporate governance, detailing the responsibilities of controlling shareholders, independent directors, and the board secretary, while enhancing internal control mechanisms [4][5]. - They also support mergers and acquisitions by clarifying definitions, qualifications, and disclosure standards, thereby stabilizing market expectations [4]. - A significant emphasis is placed on protecting investors, including measures to enhance investment value and prevent companies from evading delisting, ensuring that investors have options in case of company restructuring [6].
红牌了!马斯克万亿薪酬方案遭否决
Sou Hu Cai Jing· 2025-11-05 15:02
Core Viewpoint - The rejection of Elon Musk's exorbitant compensation plan by Norway's sovereign wealth fund and a U.S. court highlights concerns over corporate governance and shareholder interests rather than a denial of Musk's contributions [1][4]. Group 1: Compensation Concerns - The proposed compensation plan required Musk to increase Tesla's market value to $8.5 trillion over the next decade, which is approximately eight times the current market value, potentially granting him stock worth about $1 trillion, equivalent to 12% of the company [4]. - Investors are worried that such a massive reward could significantly dilute the ownership stakes of other shareholders, leading to a decrease in stock value [4]. Group 2: Dependency on Key Individuals - There are concerns regarding Tesla's over-reliance on Musk, referred to as "key person risk," which poses significant uncertainty for the company's operations if Musk were unable to fully engage in his role [4]. - The chairman of Tesla indicated that if the compensation plan were not approved, Musk might consider leaving the company, underscoring the extent of the company's dependency on him [4]. Group 3: Decision-Making Process Issues - The U.S. court previously rejected Musk's $56 billion compensation plan due to procedural flaws, with opposition focusing on potential harm to other shareholders and a lack of fairness and transparency in the decision-making process [5]. - The board's lack of independence was highlighted, as several members had close personal ties with Musk, including long-term business relationships and personal connections [6]. - Insufficient information disclosure during the shareholder voting process led to decisions made without adequate understanding of the compensation plan's formulation, which the court deemed insufficient to rectify the initial procedural issues [6].
山东宝莫生物化工股份有限公司章程修订解读:规范治理与发展路径明晰
Xin Lang Cai Jing· 2025-10-14 13:50
Core Points - Shandong Baomo Biochemical Co., Ltd. released a new company charter in October 2025, aiming to standardize corporate governance and protect the rights and interests of all parties involved, laying a solid foundation for long-term development [1][3] Group 1: Company Structure and Governance - The company was approved to change its structure by the Shandong Development and Reform Commission and was listed on the Shenzhen Stock Exchange on September 15, 2010, with a registered capital of 612 million yuan [1] - The company has issued 61.2 million shares, all of which are ordinary shares, and can increase capital through various methods such as issuing shares to specific or unspecified objects, distributing bonus shares, or capitalizing reserves [1] - Share transfer restrictions are in place for shares issued before the public offering and for shares held by directors and senior management to maintain market order [1] Group 2: Shareholder Rights and Responsibilities - Shareholders have rights to dividends, participate in shareholder meetings, and supervise company operations, while also being required to comply with laws and company regulations [1] - The company strictly regulates the behavior of controlling shareholders and actual controllers to prevent the abuse of control rights that could harm the interests of the company and other shareholders [1] Group 3: Board and Management Structure - The shareholder meeting, as the company's power institution, has detailed regulations for convening, proposals, notifications, voting, and resolutions to ensure scientific and fair decision-making [2] - The board of directors consists of nine members, including three independent directors, responsible for convening shareholder meetings and executing resolutions [2] - Senior management, including the general manager and financial officer, must adhere to similar duties and restrictions as the board members [2] Group 4: Financial and Reporting Standards - The company is required to prepare and disclose annual and interim reports, establish profit distribution policies, and implement an internal audit system [2] - Specific platforms for information disclosure are designated, including Securities Daily and Securities Times [2] Group 5: Major Corporate Actions - The company charter includes detailed procedures for significant actions such as mergers, divisions, capital increases, reductions, dissolutions, and liquidations, ensuring compliance with legal regulations [3]
浙海德曼: 浙海德曼董事、高级管理人员行为准则(202508)
Zheng Quan Zhi Xing· 2025-08-26 16:19
Core Points - The document outlines the Code of Conduct for the Board of Directors and Senior Management of Zhejiang Haideman Intelligent Equipment Co., Ltd, aiming to standardize behavior and improve corporate governance [1][2][3] Chapter Summaries Chapter 1: General Principles - The Code is established to regulate the behavior of the company's directors and senior management, ensuring compliance with relevant laws and regulations [1] - It applies to all directors and senior management of the company [1] Chapter 2: Declarations and Commitments - Directors and senior management must sign a Declaration and Commitment Letter before the company's stock is listed, and update it within five trading days if there are significant changes [3] Chapter 3: Duties of Loyalty and Diligence - Directors and senior management have a fiduciary duty to act in the best interests of the company and all shareholders, avoiding conflicts of interest [4][5] Chapter 4: Information Disclosure and Confidentiality - Directors and senior management must ensure that all reports and disclosures are truthful, accurate, and complete, and must report any significant changes in the company's control or financial status [6][7] Chapter 5: Management of Shares and Changes - Directors and senior management must comply with laws regarding insider trading and must report any changes in their shareholdings within two trading days [12][13] Chapter 6: Appointment Management - The company must ensure a fair and transparent process for the selection of directors and senior management [15][16] Chapter 7: Meeting Participation - Directors and senior management are required to actively participate in meetings and must provide explanations for their absence [50][51] Chapter 8: Special Regulations for Independent Directors - Independent directors must act independently and provide unbiased opinions on significant company matters [82][83] Chapter 9: Special Regulations for the Chairman - The Chairman must adhere to collective decision-making processes and cannot act beyond their authority [84][85] Chapter 10: Audit Committee Behavior Norms - The Audit Committee is responsible for supervising compliance with laws and regulations by directors and senior management [88][89] Chapter 11: Senior Management Behavior Norms - Senior management must strictly execute board and shareholder resolutions and report any risks to the board [94][96] Chapter 12: Miscellaneous - Directors and senior management must maintain the company's image and reputation in public settings and cannot represent the company without proper authorization [99][100]
光格科技: 控股股东及实际控制人行为规范
Zheng Quan Zhi Xing· 2025-08-15 12:16
Core Points - The document outlines the behavior norms for the controlling shareholders and actual controllers of Suzhou Guangge Technology Co., Ltd, aiming to protect the rights and interests of the company and its shareholders [1][2][3] Group 1: General Principles - The controlling shareholder is defined as a shareholder holding more than 50% of the company's total share capital or having significant influence over shareholder meetings [1] - The actual controller is defined as a natural person, legal entity, or organization that can actually control the company's actions through investment relationships or agreements [1] - Controlling shareholders and actual controllers must comply with relevant securities market laws and regulations to promote the company's standardized operation and improve its quality [1][2] Group 2: Corporate Governance - Controlling shareholders and actual controllers should establish systems to clarify decision-making processes for significant company matters and ensure the company's independence [2] - They must maintain the integrity of the company's assets and not infringe upon the company's rights to its property [2][3] - They are required to handle the transfer of assets to the company in a timely manner according to legal and contractual agreements [2] Group 3: Independence Maintenance - Controlling shareholders and actual controllers must ensure the independence of company personnel and not influence personnel decisions outside of their legal rights [3][4] - They should maintain the financial independence of the company and not misuse company funds for non-operational purposes [4] - They must support the independent operation of the company's board and other departments without exerting undue influence [4][5] Group 4: Information Disclosure - Controlling shareholders and actual controllers are obligated to fulfill information disclosure duties in a timely, fair, truthful, and complete manner [6][7] - They must notify the company of significant events that could impact the company's securities trading prices [7][8] - They are required to cooperate with the company's information disclosure processes and maintain confidentiality regarding undisclosed significant information [8][9] Group 5: Share Trading and Control Transfer - Controlling shareholders and actual controllers must adhere to legal regulations when trading company shares and cannot engage in short selling or derivative trading involving the company's stock [10][11] - They are prohibited from reducing their shareholdings under certain conditions, such as ongoing investigations or significant financial issues [11][12] - Any transfer of control must be conducted fairly and without harming the interests of the company and other shareholders [15][16]
安凯微: 广州安凯微电子股份有限公司董事、高级管理人员行为规范
Zheng Quan Zhi Xing· 2025-08-13 12:19
Core Viewpoint - The document outlines the code of conduct for the board of directors and senior management of Guangzhou Ankai Microelectronics Co., Ltd., emphasizing compliance with laws, regulations, and internal governance structures to protect the interests of the company and its shareholders [1][2]. Group 1: General Principles - The company aims to enhance its corporate governance structure and regulate the behavior of directors and senior management in accordance with relevant laws and regulations [1]. - Directors and senior management are required to adhere to legal obligations, maintain the company's interests, and cooperate with regulatory oversight [2]. Group 2: Responsibilities of Directors and Senior Management - Directors and senior management must supervise the company's operations, promote internal system development, and remain informed about significant events affecting the company [2][3]. - They are prohibited from accepting bribes, misappropriating company funds, or using company resources for personal consumption [3][4]. - Confidentiality regarding the company's commercial and technical secrets is mandatory unless authorized by the shareholders' meeting [4][5]. Group 3: Decision-Making and Accountability - Directors must ensure that decisions are made based on thorough investigation and consideration of legal compliance and potential impacts on the company [12][13]. - In cases of significant damage to the company due to violations of laws or regulations, directors are held accountable for compensation [3][11]. - Directors are required to attend board meetings personally or delegate appropriately, ensuring that decisions are made transparently and in compliance with governance rules [4][5]. Group 4: Financial Oversight and Reporting - Directors must carefully evaluate financial matters, including investments, guarantees, and financial assistance, ensuring compliance and risk management [19][20]. - Regular reviews of financial reports are necessary to ensure accuracy and completeness, with directors responsible for signing off on these reports [11][17]. Group 5: Role of the Chairman and Senior Management - The chairman is tasked with promoting internal systems and ensuring the board operates effectively, while also being accountable for significant decisions impacting the company [38][39]. - Senior management must execute board decisions diligently and report any significant operational changes or risks to the board [46][47].
赛伦生物: 赛伦生物:控股股东、实际控制人行为规范(2025年7月)
Zheng Quan Zhi Xing· 2025-07-24 16:33
Core Points - The document outlines regulations for the controlling shareholders and actual controllers of Shanghai Sailun Biotechnology Co., Ltd to ensure compliance with laws and protect the rights of the company and its shareholders [1][2][3] Group 1: General Provisions - The regulations apply to the company's controlling shareholders and actual controllers, including related parties and major shareholders [1][2] - Controlling shareholders are defined as those holding more than 50% of the company's shares or having significant voting power [1][2] Group 2: Corporate Governance - Controlling shareholders and actual controllers must maintain the integrity of the company's assets and not engage in unfair practices that could harm the company or its shareholders [3][4] - They are required to uphold the independence of the company's personnel and financial operations, avoiding any actions that could compromise these aspects [5][6] Group 3: Information Disclosure - Controlling shareholders and actual controllers must adhere to strict information disclosure obligations, ensuring that all disclosed information is timely, fair, and accurate [7][8] - They are responsible for notifying the company of significant events that could impact the company's securities or operations [8][9] Group 4: Share Trading and Control Transfer - Any transfer of control or significant share transactions must be conducted fairly and without harming the interests of the company or other shareholders [10][11] - Controlling shareholders must ensure that any transfer of control does not disrupt the company's operations or governance [10][11]