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新兴铸管: 半年报监事会决议公告
Zheng Quan Zhi Xing· 2025-08-25 17:15
Group 1 - The company held the 10th meeting of the 10th Supervisory Board on August 22, 2025, with all three supervisors participating and voting [1] - The meeting's procedures complied with the Company Law and relevant regulations, ensuring the legitimacy of the meeting [1] - The Supervisory Board unanimously agreed that the report accurately reflects the company's financial status and operational results for the first half of 2025 [1] Group 2 - The Supervisory Board also unanimously agreed on the authenticity and objectivity of the risk assessment report regarding Xinxing Jihua Group Financial Co., Ltd [1]
楚江新材: 中诚信国际关于终止安徽楚江科技新材料股份有限公司主体和相关债项信用评级的公告
Zheng Quan Zhi Xing· 2025-08-25 16:52
Group 1 - Chengxin International Credit Rating Co., Ltd. has terminated the credit rating for Anhui Chujian Technology New Materials Co., Ltd. and its related bond rating [1][2] - The company maintained a credit rating of AA with a stable outlook for the year 2025, as per the tracking rating report issued on May 14, 2025 [1] - The company exercised its early redemption rights for the "Chujian Convertible Bonds," redeeming all outstanding bonds, with a total redemption payment of 496,925.22 yuan [1] Group 2 - The termination of the credit rating and bond rating will take effect immediately upon the announcement, and the ratings will no longer be updated [2] - As of the announcement date, all "Chujian Convertible Bonds" have been redeemed and delisted, leaving no outstanding bonds rated by Chengxin International [1][2]
宝钛股份: 宝鸡钛业股份有限公司第八届监事会第十一次会议决议公告
Zheng Quan Zhi Xing· 2025-08-25 16:30
Group 1 - The company held the 11th meeting of the 8th Supervisory Board on August 25, 2025, with all three supervisors present, complying with legal and regulatory requirements [1] - The meeting approved the 2025 semi-annual report and its summary, as well as the special report on the use of raised funds [1] - The Supervisory Board confirmed that the report accurately reflects the company's actual situation and that there were no violations of confidentiality by the supervisors [1] Group 2 - The company is increasing capital in its wholly-owned subsidiary, Xi'an Baotai New Materials Technology Co., Ltd., with an investment of 35 million yuan, while waiving its priority subscription rights [2] - Following the capital increase, the company's shareholding in Xi'an Baotai New Materials will be diluted to 71.08%, changing its status from a wholly-owned subsidiary to a controlling subsidiary within the consolidated financial statements [2] - The transaction aligns with the company's development strategy and is expected to enhance its core competitiveness, with the pricing based on a fair assessment post-approval from the relevant state asset regulatory authority [2]
福然德: 福然德股份有限公司董事、高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-08-25 16:13
General Principles - The company establishes a management system for the resignation of directors and senior management to ensure governance continuity and protect the rights of shareholders [1] - This system applies to all forms of termination of office, including expiration of term, resignation, dismissal, and loss of qualification [1] Resignation Procedures - Directors can resign before their term ends by submitting a written resignation report, which will take effect unless it results in a violation of minimum member requirements [2] - The company must complete the election of a new director within 60 days of a resignation to maintain compliance with legal and regulatory requirements [2] Responsibilities Upon Resignation - Directors must specify the resignation date, reasons, and any ongoing commitments in their resignation report [3] - If a director resigns for reasons other than term expiration, they must report to the audit committee and disclose any violations or irregularities [3][4] Post-Resignation Obligations - Directors remain liable for responsibilities incurred during their tenure, and their obligations to the company and shareholders continue for two years post-resignation [5] - Confidentiality obligations regarding company secrets persist until the information becomes public [5] Violations and Penalties - The company can impose penalties for violations of the resignation procedures, including warnings, demotions, or legal action [6] - Any improper gains obtained by a director due to violations must be returned to the company [6] Application to Senior Management - The resignation procedures for senior management are similar to those for directors, requiring written reports and adherence to the established system [7] - The company board is responsible for the formulation and interpretation of this management system [7]
福然德: 福然德股份有限公司内部审计制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-25 16:13
福然德股份有限公司 内部审计制度 第一章 总则 第一条 为了进一步规范公司内部审计工作,明确内部审计机构和人员的责 任,保证审计质量,明确审计责任,促进经营管理,提高经济效益,根据《中华 人民共和国公司法》《上海证券交易所上市公司自律监管指引第 1 号——规范运 作》《中国内部审计准则》以及《公司章程》等相关规定,并结合公司实际情况, 制定本制度。 第二条 公司的内部审计是一种独立、客观的确认和咨询活动,它通过运用 系统、规范的方法,审查和评价公司的业务活动、内部控制和风险管理的适当性 和有效性,以促进组织完善治理、增加价值和实现目标。 第三条 内部审计的基本原则:独立性原则、合法性原则、实事求是原则、 客观公正原则、廉洁奉公原则、保守秘密原则。 第二章 内部审计机构和审计人员 第四条 公司设立审计部,对公司内部控制制度的建立和实施、公司财务信 息的真实性和完整性等情况进行检查监督。 审计部应当保持独立性,不得置于财务部门的领导之下,或者与财务部门合 署办公。 审计委员会负责监督及评估审计部工作。审计部对审计委员会负责,向审计 委员会报告工作。 第五条 审计部设审计负责人一名,负责审计部的全面工作。并配备若干 ...
福然德: 福然德股份有限公司信息披露暂缓及豁免管理制度
Zheng Quan Zhi Xing· 2025-08-25 16:13
Core Points - The article outlines a management system for the deferral and exemption of information disclosure by companies, ensuring compliance with relevant laws and regulations [1][2] - Companies can autonomously determine whether to defer or exempt disclosure of information that involves trade secrets, without needing to apply to the Shanghai Stock Exchange [1][2] - Specific conditions under which companies can defer or exempt disclosure include potential unfair competition, infringement of commercial secrets, and significant harm to interests [1][2][3] Summary by Sections Information Disclosure Management - The system is established to regulate the deferral and exemption of information disclosure, in accordance with the Securities Law and relevant stock exchange rules [1] - Companies are responsible for assessing the need for deferral or exemption based on the nature of the information [1][2] Definition of Trade Secrets - Trade secrets are defined as information that is not publicly known, provides economic benefits, and is subject to confidentiality measures [2] - National secrets are also defined, relating to information that impacts national security and interests [2] Procedures for Deferral and Exemption - Business leaders must submit relevant project materials and reasons for deferral or exemption to the board office for review [2][3] - The board secretary must assess whether the information meets the criteria for deferral or exemption within two trading days [2][3] Documentation and Record-Keeping - Companies must maintain records of deferred or exempted disclosures for at least ten years, including details of the internal review process and insider information [3][4] - Specific information regarding the type of disclosure, internal review procedures, and reasons for deferral must be documented [3] Conditions for Disclosure After Deferral - Companies must disclose information if the reasons for deferral are no longer valid, if confidentiality is compromised, or if the information has leaked [4] - Relevant materials must be submitted to regulatory bodies within ten days following the publication of periodic reports [4]
福然德: 福然德股份有限公司总经理工作细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-25 16:13
General Provisions - The purpose of the guidelines is to standardize the responsibilities and authority of the board secretary of Furan De Co., Ltd., enhance corporate governance, and ensure compliance with relevant laws and regulations [1][2] - The company appoints one board secretary who is a senior management member and is responsible to the company and the board [1][2] Qualifications - The board secretary must possess good professional ethics, personal qualities, and necessary knowledge in finance, management, and law, along with relevant work experience [2][3] - Individuals who fall under certain disqualifications, such as being banned from serving as a director or senior management by regulatory authorities, cannot be appointed as board secretary [2][3] Responsibilities - The board secretary is responsible for managing information disclosure, coordinating communication with investors and regulatory bodies, and organizing board and shareholder meetings [3][4] - The board secretary must ensure compliance with confidentiality regarding undisclosed significant information and report any breaches to the stock exchange [3][4] - The board secretary has the authority to access the company's financial and operational information and request necessary documents from relevant departments [4][5] Appointment and Dismissal Procedures - The board secretary is nominated by the chairman and appointed or dismissed by the board, with a term of three years [5][6] - The company must appoint a new board secretary within three months after the previous one leaves [5][6] - Grounds for dismissal include disqualification, inability to perform duties for over three months, or significant errors causing major losses [6][7] Miscellaneous - The guidelines will take effect upon approval by the board and will be interpreted by the board [7][8]
福然德: 福然德股份有限公司对外担保管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-25 16:13
福然德股份有限公司 对外担保管理制度 《上市公司监管指引第 8 号--上市公司资金往来、对外担保的监管要求》 等法律法规、规范性文件以及《福然德股份有限公司章程》 (以下简称"《公司章 程》")的相关规定,结合公司实际情况,特制订本管理制度。 第二条 本制度所称对外担保是指公司及合并报表范围内子公司(以下简称 "子公司")为他人提供的保证、抵押、质押或其他方式的担保。 第三条 公司为子公司提供的担保,视为对外担保;子公司发生的对外担保, 均适用本制度的有关规定。 第四条 公司或子公司的对外担保实行统一管理,并应当经过公司董事会或 股东会审议通过。未经公司董事会或股东会审议通过的,公司或子公司不得对外 提供担保,亦不得相互提供担保。 第五条 公司对外担保,应采取必要的风险防范措施。公司全体董事应当审 慎对待、严格控制公司对外担保的风险。 第一章 总则 第一条 为规范福然德股份有限公司(以下简称"公司")对外担保行为,有 效控制公司对外担保风险,保护投资者合法权益和公司财务安全,根据《中华人 民共和国公司法》《中华人民共和国证券法》《中华人民共和国民法典》《上海 证券交易所股票上市规则》《上海证券交易所上市公司自 ...
福然德: 福然德股份有限公司重大信息内部报告制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-25 16:13
Core Viewpoint - The company has established an internal reporting system for significant information to ensure timely, accurate, and comprehensive disclosure of information, thereby protecting investors' rights [1][2]. Group 1: Internal Reporting System - The internal reporting system is designed for reporting events that may significantly impact the company's securities and derivatives trading prices [1]. - Information report obligors include directors, senior management, department heads, and major shareholders [1][2]. - The system applies to the company, its subsidiaries, and significant shareholders, requiring timely notification of events that could affect stock prices [2]. Group 2: Scope of Significant Information - Significant information includes matters to be submitted for board or shareholder meetings, major transactions, and changes in board meeting schedules [2][3]. - Major transactions that require reporting include asset purchases or sales exceeding 10% of the company's audited total assets or net assets, and transactions with absolute amounts over 1 million [3]. - Related party transactions and litigation matters that could significantly impact stock prices must also be reported [4]. Group 3: Reporting Procedures - Obligors must report significant information immediately via direct communication and submit written documentation within two days [7]. - The board secretary is responsible for analyzing reported information and ensuring compliance with disclosure obligations [5]. - Regular training will be provided to ensure timely and accurate reporting of significant information [11]. Group 4: Management and Accountability - The company implements a real-time reporting system for significant information, ensuring that all relevant personnel are informed [10]. - Failure to report significant information in a timely manner may result in accountability measures against responsible personnel [12]. - The board of directors is responsible for interpreting and revising the reporting system, which takes effect upon approval [14].
福然德: 福然德股份有限公司董事、高管人员所持本公司股份及其变动的管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-25 16:13
General Provisions - The company establishes a management system for the shares held by its directors and senior management to comply with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][2] - This system applies to the management of shares held by directors and senior management, who must adhere to legal restrictions on share transactions [1][2] Shareholding Management - Directors and senior management must notify the board secretary in writing of their trading plans before buying or selling shares, and the board secretary will verify compliance with disclosure and legal requirements [2][3] - There are specific circumstances under which directors and senior management are prohibited from transferring shares, including within one year of the company's stock listing and within six months after leaving the company [2][3] Transfer Limitations - Directors and senior management can only transfer up to 25% of their total shareholdings during their term, with exceptions for certain legal circumstances [3] - If the number of shares held is less than 1,000, they may transfer all shares without being subject to the aforementioned limit [4] Disclosure Requirements - A reduction plan must be reported to the stock exchange 15 trading days before the first sale, detailing the number of shares, time frame, and reasons for the reduction [4][5] - Directors and senior management must disclose the progress of their share reductions if they exceed half of the planned amount or if significant company events occur during the reduction period [5] Trading Restrictions - Directors and senior management are prohibited from trading shares during specific periods, such as 15 days before the annual or semi-annual report announcements [6][7] - Violations of the Securities Law regarding the timing of buying and selling shares will result in the company reclaiming any profits made from such transactions [6] Reporting Changes - Any changes in shareholdings must be reported to the company within two trading days, including details of the number of shares before and after the change [7][8] - The company is responsible for ensuring that all information related to shareholding and transfers is accurate and timely [8]