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佳都科技: 佳都科技利益冲突管理制度(草案)(H股发行并上市后适用)
Zheng Quan Zhi Xing· 2025-09-02 16:14
Core Viewpoint - The draft conflict of interest management system aims to prevent conflicts between the interests of the company's directors, supervisors, and senior management and the company's interests, promoting standardized business development [1][2]. Group 1: General Principles - The system is designed to prevent conflicts of interest among the company's directors, supervisors, and senior management, in accordance with relevant regulations [1]. - The term "conflict of interest" refers to situations where the interests of the company's directors, supervisors, and senior management conflict with the company's interests, potentially harming the rights of the company and its shareholders [2]. Group 2: Common Situations of Conflict of Interest - Common situations include holding interests in competing companies or companies with business dealings with the company, provided that such holdings do not exceed 5% of the issued shares of those companies [2]. - Related transactions involving loans or business dealings with individuals or institutions that have business relations with the company are also considered conflicts of interest [2]. Group 3: Specific Arrangements to Prevent Conflicts of Interest - Directors, supervisors, and senior management are prohibited from investing in or holding shares in companies that compete with the company or have business dealings with it [3]. - Related transactions must be disclosed and handled according to the relevant regulations, and efforts should be made to avoid such transactions [4]. - Individuals in these positions must not hold roles in competing companies or engage in activities that could harm the company's interests [4]. Group 4: Management of Conflicts of Interest - The audit committee of the board of directors is responsible for the daily management of conflicts of interest [5]. - Directors, supervisors, and senior management must submit a conflict of interest declaration form annually, and any existing or potential conflicts must be reported within specified timeframes [5][6]. - The audit committee will conduct annual reviews of conflicts of interest involving the company's directors, supervisors, and senior management [6]. Group 5: Disciplinary Actions for Violations - Violations of the conflict of interest management system may result in disciplinary actions, including warnings, public criticism, or termination of contracts, depending on the severity of the violation [6]. Group 6: Implementation and Amendments - The system will take effect upon approval by the board of directors and after the company's H-share listing is recorded with the China Securities Regulatory Commission [7]. - Any matters not covered by the system will be governed by national laws, regulations, and the company's articles of association [7].
*ST亚振: 亚振家居股份有限公司利益冲突管理制度
Zheng Quan Zhi Xing· 2025-08-27 12:09
Core Viewpoint - The article outlines the conflict of interest management system established by Yazhen Home Co., Ltd. to prevent conflicts between the interests of the company's directors, senior management, and the company itself, ensuring the protection of the company's and shareholders' interests [1][2]. Group 1: Definition and Scope - The conflict of interest refers to situations where the interests of the company's directors and senior management conflict with the company's interests, potentially harming the company and shareholders [1]. - The system applies to the company's directors and senior management [1]. Group 2: Specific Conflicts - Specific conflicts include holding interests in competing businesses, having interests in entities that do business with the company, providing loans to such entities, and engaging in any form of business dealings that could create a conflict [2][3]. - Directors and senior management are prohibited from selling competitive products or services during their tenure [2]. Group 3: Management and Reporting - The company’s board of directors and the audit committee are responsible for managing conflicts of interest, with the internal audit department handling daily management tasks [5]. - Directors and senior management must declare any potential conflicts within three working days upon awareness and sign a declaration upon their appointment [4][6]. Group 4: Compliance and Consequences - Failure to report conflicts or resolve them may result in disciplinary actions, and the company reserves the right to seek compensation for any damages caused by such conflicts [5]. - The audit committee reviews conflict declarations and may require further investigation if necessary [4][7].
格林美: 利益冲突管理制度(草案)(H股发行并上市后适用)
Zheng Quan Zhi Xing· 2025-08-24 16:13
格林美股份有限公司 利益冲突管理制度(草案) (H股发行并上市后适用) 第一章 总则 第一条 为切实防范格林美股份有限公司(连同其下属子公司,统称"公司" 或"本公司")董事、高级管理人员与公司之间的利益冲突,促进公司业务的规 范发展,根据《格林美股份有限公司章程》(以下简称"《公司章程》")《深 圳证券交易所股票上市规则》及《香港联合交易所有限公司证券上市规则》等有 关规定制定本制度。 (一)持有与公司存在竞争的公司的任何权益(通过证券市场取得权益,且 仅持有低于该公司发行在外 5%的权益的投资除外); (二)持有与公司有业务往来的公司(如公司的供应商、客户或代理商)的 任何权益(通过证券市场取得权益,且仅持有低于该公司发行在外 5%的权益的 投资除外)。 董事、高级管理人员或其关联(连)人与公司存在关联(连)交易: (一)向与公司有业务往来的个人或机构(如供应商、客户或代理商)提供 贷款、为其担保贷款、从其获得贷款或在其协助下获得贷款(但与金融机构的正 常借贷除外); 第二章 适用范围及定义 第二条 本制度适用于公司及下属子公司的董事、高级管理人员。 第三条 本制度所称利益冲突指当公司董事、高级管理人员在 ...
露笑科技: 露笑科技股份有限公司利益冲突管理制度(草案)(H股发行并上市后适用)
Zheng Quan Zhi Xing· 2025-08-14 16:03
Core Points - The article outlines the draft of the conflict of interest management system for Luxiao Technology Co., Ltd, aimed at preventing conflicts between the company's directors, senior management, and the company itself, thereby promoting standardized business development and protecting the interests of the company and its shareholders [1][2] Group 1: General Provisions - The system is applicable to the company's directors, supervisors, and senior management, as well as its subsidiaries [1] - Conflicts of interest are defined as situations where the interests of the company's representatives conflict with their personal interests, potentially harming the company and its shareholders [1] Group 2: Common Situations of Conflicts of Interest - Common situations include ownership of interests in other companies by directors or related parties, transactions with the company, and employment relationships with competitors [2][3] Group 3: Management and Investigation of Conflicts of Interest - The audit committee of the board of directors is responsible for leading the management of conflicts of interest and determining the subjects of investigation [2][4] - The internal audit department manages daily operations related to conflict of interest investigations, including the distribution of conflict of interest declaration forms [3][4] Group 4: Procedures for Investigating Conflicts of Interest - Directors and senior management must submit conflict of interest declaration forms annually and report any actual or potential conflicts within three working days [3][4] - The audit committee reviews declarations and may request further information if necessary [4] Group 5: Mechanisms for Preventing Conflicts of Interest - Directors and senior management must accurately complete the declaration forms and comply with company regulations [5][6] - The company has the right to seek compensation or legal action if conflicts of interest harm the company's interests [5][6] Group 6: Implementation and Amendments - The system will take effect upon the listing of the company's H shares on the Hong Kong Stock Exchange and will be subject to amendments by the board of directors [6][7]
潮宏基: 利益冲突管理制度(草案)(H股发行并上市后适用)
Zheng Quan Zhi Xing· 2025-08-14 12:16
Core Points - The article outlines the draft of the conflict of interest management system for Guangdong Chao Hong Ji Industrial Co., Ltd. to prevent conflicts between the interests of the company's directors, senior management, and the company itself [1][2]. Group 1: Definition and Scope of Conflict of Interest - Conflict of interest is defined as a situation where the interests of the company's directors, supervisors, and senior management conflict with their personal interests, potentially harming the company and its shareholders [1][2]. - Specific scenarios that constitute a conflict of interest include holding interests in competing companies, engaging in related party transactions, and having employment relationships with competitors [2][3]. Group 2: Management and Investigation Procedures - The audit committee of the board of directors is responsible for leading the management of conflicts of interest and determining the subjects of investigation [2][4]. - The internal audit department manages daily operations related to conflict of interest, including the issuance of conflict of interest declaration forms and the collection and analysis of these declarations [4][5]. Group 3: Reporting and Rectification - Directors, supervisors, and senior management must report any actual or potential conflicts of interest within three working days of becoming aware of them [3][4]. - If conflicts are identified, the audit committee will provide feedback and require rectification within a specified timeframe, with ongoing follow-up by the internal audit department [4][6]. Group 4: Compliance and Penalties - Directors, supervisors, and senior management are required to fill out the conflict of interest declaration forms truthfully and comply with relevant regulations [6][7]. - Violations of the conflict of interest management system may result in penalties ranging from warnings to dismissal, and the company may seek compensation for damages caused by such conflicts [6][7].
胜宏科技: 利益冲突管理制度(草案)(H股发行并上市后适用)
Zheng Quan Zhi Xing· 2025-07-29 16:43
胜宏科技(惠州)股份有限公司 利益冲突管理制度(草案) 胜宏科技(惠州)股份有限公司 利益冲突管理制度(草案) (H 股发行并上市后适用) 第一章 总则 第一条 为切实防范胜宏科技(惠州)股份有限公司(连同其下属子公司, 统称"公司"或"本公司")董事、监事(如适用)、高级管理人员与公司之间 的利益冲突,促进公司业务的规范发展,根据《胜宏科技(惠州)股份有限公司 章程》(以下简称"《公司章程》")《深圳证券交易所创业板股票上市规则》 及《香港联合交易所有限公司证券上市规则》等有关规定制定本制度。 第二章 适用范围及定义 第二条 本制度适用于公司及下属子公司的董事、监事(如适用)、高级管 理人员。 第三条 本制度所称利益冲突指当公司董事、监事(如适用)、高级管理人 员在履行公司职务所代表的公司利益与其自身的利益之间存在冲突,可能损害公 司和其股东权利的情形。 第三章 利益冲突常见情形 第四条 董事、监事(如适用)、高级管理人员拥有其他公司的权益: (一)持有与公司存在竞争的公司的任何权益(通过证券市场取得权益,且 仅持有低于该公司发行在外 5%的权益的投资除外); (二)持有与公司有业务往来的公司(如公司的供应 ...