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三峰环境:控股股东获不超过5000万元增持贷款支持
news flash· 2025-07-07 10:07
三峰环境(601827)公告,公司收到控股股东德润环境的《股东增持专项贷款相关事项告知函》。根据 相关通知精神,德润环境取得了中信银行股份有限公司重庆分行出具的《贷款承诺函》。中信银行承诺 为德润环境提供不超过人民币5000万元的增持贷款支持,专项用于德润环境增持公司A股股份,贷款期 限不超过3年。德润环境本轮增持计划的资金来源为其自有及自筹资金。 ...
节能国祯: 第八届董事会第二次会议决议公告
Zheng Quan Zhi Xing· 2025-07-07 08:12
证券代码:300388 证券简称:节能国祯 公告编号:2025-033 中节能国祯环保科技股份有限公司(以下简称"公司")第八届董事会第二 次会议于 2025 年 7 月 7 日以通讯表决方式召开,本次会议由董事长彭云清先生 召集,会议应表决董事 9 人,实际表决董事 9 人。 本次会议通知于 2025 年 6 月 20 日以电话、邮件以及当面送达的方式向全体 董事发出,会议召开符合《中华人民共和国公司法》《公司章程》的规定,会议 召开合法、有效。 二、董事会会议审议情况 本次会议以记名方式投票表决,审议通过以下事项: (一)审议通过《关于公司组织机构调整的议案》 为了适应公司战略发展规划和管理需要,进一步完善公司治理结构,优化管 理流程,提升公司运营效率和管理水平,董事会同意公司对现有组织机构及相关 部门职能进行优化调整。 具体内容详见公司于同日在巨潮资讯网(http://www.cninfo.com.cn)披露 的《关于公司组织机构调整的公告》(公告编号:2025-034)。 表决结果:9 票赞成;0 票反对;0 票弃权。 三、备查文件 中节能国祯环保科技股份有限公司 本公司及董事会全体成员保证信息披露的 ...
绿色动力: 董事会提名委员会工作细则(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-04 16:23
绿色动力环保集团股份有限公司 董事会提名委员会工作细则 绿色动力环保集团股份有限公司 董事会提名委员会工作细则 第一章 总则 第一条 为规范绿色动力环保集团股份有限公司(以下简称"公司")董事、 高级管理人员的产生程序,完善公司治理结构,根据《中华人民共和国公司法》、 《上市公司治理准则》等相关法律、法规、规范性文件、《绿色动力环保集团股 份有限公司章程》 (以下简称"《公司章程》")和《香港联合交易所有限公司证券 上市规则》、 第三条 提名委员会成员由三名以上的董事组成,成员应当为单数,其中独 立非执行董事应占多数,且至少应包含一名不同性别的董事。 第四条 提名委员会委员由董事长或三分之一以上董事会成员联合提名,并 由董事会以全体董事的过半数选举产生。 第五条 提名委员会设召集人即主任委员一名,由独立非执行董事委员担 任,由董事会任命,负责主持委员会工作。主任委员不能或不履行职责时,由二 分之一以上委员共同推举一名独立非执行董事委员代行其职责。 第六条 提名委员会任期与董事会任期一致,委员任期届满,连选可以连任。 期间如有委员不再担任公司董事职务,自动失去委员资格。提名委员会委员可以 在任期届满以前向董事会 ...
浙江德创环保科技股份有限公司2024年年度权益分派实施公告
Core Viewpoint - Zhejiang Dechuang Environmental Protection Technology Co., Ltd. announced its annual profit distribution plan for 2024, which includes a cash dividend of 0.04 RMB per share, approved at the shareholders' meeting on May 20, 2025 [2][4]. Distribution Details - The cash dividend of 0.04 RMB per share will be distributed to all shareholders registered with China Securities Depository and Clearing Corporation Limited, Shanghai Branch, as of the close of trading on the registration date [3][4]. - The total cash dividend distribution amounts to 8,246,160 RMB, based on the company's total share capital of 206,154,000 shares [4]. Implementation Method - The cash dividends for unrestricted circulating shares will be distributed through the clearing system of China Securities Depository and Clearing Corporation Limited, with shareholders able to collect their dividends at their designated securities firms on the payment date [5]. - For shareholders who have not completed designated transactions, the dividends will be held by China Securities Depository and Clearing Corporation Limited until the transactions are completed [5]. Taxation Information - For individual shareholders holding unrestricted circulating shares for over one year, the cash dividend is exempt from personal income tax, resulting in a net distribution of 0.04 RMB per share [10]. - For shares held for one year or less, the tax will be calculated upon the sale of the shares, with a tax rate of 20% for holdings of one month or less, and 10% for holdings between one month and one year [10]. - For qualified foreign institutional investors (QFII), a 10% corporate income tax will be withheld, resulting in a net cash dividend of 0.036 RMB per share [11].
*ST凯鑫: 关联交易决策制度
Zheng Quan Zhi Xing· 2025-07-03 16:27
Core Points - The document outlines the decision-making system for related party transactions of Shanghai Kaixin Separation Technology Co., Ltd, aiming to standardize operations and protect shareholder rights [1][19] - Related party transactions must be priced fairly, follow compliant decision-making procedures, and ensure proper information disclosure [1][4] - The board's audit committee is responsible for controlling and managing related party transactions [1][4] Group 1: Definition of Related Parties - Related parties include both legal entities and natural persons that have a direct or indirect control relationship with the company [5][6] - Legal entities that control the company or are controlled by the same entity are considered related parties, as well as individuals holding more than 5% of the company's shares [5][6] - The document emphasizes that the assessment of related party relationships should focus on the substance over form principle [3][4] Group 2: Recognition of Related Transactions - Related transactions are defined as resource or obligation transfers between the company and its related parties, including asset purchases, investments, and financial support [4][10] - The company must sign written agreements for related transactions, clearly stating pricing policies [11][12] - Fair pricing for related transactions should be based on government pricing, market prices, or reasonable cost plus profit methods [11][12] Group 3: Decision-Making Procedures - The board must ensure that related directors abstain from voting on related transactions, and a majority of non-related directors must approve the decisions [15][16] - Related shareholders must also abstain from voting during shareholder meetings regarding related transactions [16][17] - Specific thresholds for transaction amounts dictate the level of approval required, with higher amounts necessitating shareholder meeting approval [9][10] Group 4: Disclosure Requirements - The company is required to disclose related party transactions in accordance with relevant laws and regulations, including details about pricing policies and the nature of the transactions [33][34] - Disclosure must include the total amount of transactions with related parties and any significant deviations from market prices [35][36] - The company must provide documentation supporting the disclosures, including board resolutions and independent opinions when necessary [18][19]
*ST凯鑫: 会计师事务所选聘制度
Zheng Quan Zhi Xing· 2025-07-03 16:27
Core Viewpoint - The document outlines the procedures and requirements for Shanghai Kaixin Separation Technology Co., Ltd. in selecting and appointing accounting firms, emphasizing the importance of maintaining shareholder interests and ensuring high-quality audit work [1][2]. Group 1: Selection Process - The selection of accounting firms must be approved by the audit committee, submitted to the board of directors, and ultimately decided by the shareholders' meeting [2][3]. - The audit committee is responsible for proposing the selection of accounting firms, overseeing the audit work, and evaluating the performance of the appointed firms [3][6]. - The company must use competitive negotiation, public bidding, or invitation bidding to ensure a fair and just selection process [5][6]. Group 2: Quality Requirements - Selected accounting firms must possess independent qualifications, a stable workplace, and a good reputation for audit quality [4][5]. - The company should pay attention to any administrative penalties or investigations related to the accounting firms' quality over the past three years [3][4]. Group 3: Audit Committee Responsibilities - The audit committee must evaluate the performance of the accounting firms annually and report to the board of directors [6][9]. - The committee should maintain caution regarding changes in accounting firms, especially if there are multiple changes within a year or significant fluctuations in audit fees [4][6]. Group 4: Documentation and Compliance - The company must archive all documents related to the selection and appointment of accounting firms for at least ten years [6][9]. - Any changes in accounting firms must be completed before the end of the fourth quarter of the audited year [7][8].
*ST凯鑫: 董事会审计委员会工作细则
Zheng Quan Zhi Xing· 2025-07-03 16:27
Core Points - The company establishes an Audit Committee to enhance decision-making and ensure effective supervision of management by the Board of Directors [1][2] - The Audit Committee is responsible for overseeing internal and external audits, as well as the internal control system [1][3] - The committee consists of three members, including two independent directors, with one being a professional accountant [2][3] Structure and Composition - The Audit Committee members are elected by the Board of Directors and serve a term aligned with their directorship [2][3] - The committee includes a chairperson who is an independent director with accounting expertise [2][3] - If a committee member ceases to be a director, they automatically lose their committee position [2] Responsibilities and Authority - The Audit Committee reviews financial information, supervises audit work, and evaluates internal controls [3][4] - Key decisions require a majority agreement from the committee before being submitted to the Board [4][5] - The committee is tasked with guiding and supervising the internal audit institution and ensuring compliance with internal control standards [5][6] Internal Audit Procedures - The internal audit institution reports directly to the Audit Committee and must maintain independence from the finance department [3][4] - The internal audit institution is required to submit an annual report and quarterly updates to the Audit Committee [5][6] - The committee must ensure that any significant internal control deficiencies are reported to the Shenzhen Stock Exchange [5][6] Meeting Protocols - The Audit Committee holds regular meetings at least quarterly, with provisions for special meetings as needed [8][9] - A quorum requires two-thirds of the committee members to be present, and decisions are made by majority vote [9][10] - Meeting records must be kept, and confidentiality is required from all attendees [10][11] Implementation and Amendments - The working rules of the Audit Committee take effect upon approval by the Board of Directors [11] - Any conflicts with national laws or the company's articles of association will be resolved in favor of the latter [11]
*ST凯鑫: 内幕信息知情人登记管理制度
Zheng Quan Zhi Xing· 2025-07-03 16:27
Core Points - The article outlines the insider information management system of Shanghai Kaixin Separation Technology Co., Ltd, aiming to regulate insider information handling, enhance confidentiality, and prevent insider trading [1][2][3] Group 1: Insider Information Management - The board of directors is designated as the management body for insider information, responsible for timely registration and reporting of insider information knowledge personnel [1][2] - The securities affairs department is tasked with daily management of insider information, requiring approval from relevant department heads before external reporting [2][3] - Insider information includes significant changes in business policies, major investments, important contracts, and any events that could materially affect the company's financial status or stock price [3][4] Group 2: Scope of Insider Information - Insider information encompasses various aspects such as major asset transactions, significant losses, changes in management, and any legal proceedings that could impact the company [3][4][5] - Individuals classified as insider information knowledge personnel include company directors, senior management, and external parties who may access insider information due to their roles [4][5] Group 3: Registration and Reporting - The company must maintain accurate records of insider information knowledge personnel, including their details and the context in which they received insider information [6][7] - Insider information knowledge personnel must confirm their understanding of the information and the circumstances under which they received it [6][7] - The company is required to submit insider information knowledge personnel records to the Shenzhen Stock Exchange within five trading days after the information is publicly disclosed [7][8] Group 4: Confidentiality and Compliance - Insider information knowledge personnel are obligated to maintain confidentiality and are prohibited from trading based on insider information before it is publicly disclosed [10][11] - The company must ensure that any external parties receiving non-public information have signed confidentiality agreements [11][12] - Violations of insider information regulations may lead to disciplinary actions, including termination and legal consequences [12][13]
*ST凯鑫: 印章管理制度
Zheng Quan Zhi Xing· 2025-07-03 16:27
Core Points - The document outlines the regulations for the management, custody, and use of seals at Shanghai Kaixin Separation Technology Co., Ltd. to ensure legality, seriousness, and security in seal usage [1][7] - The regulations apply to both the company and its subsidiaries, detailing the types of seals managed and the procedures for their creation, custody, and usage [1][2] Seal Management - The types of seals managed include company seals, financial seals, contract seals, invoice seals, legal representative seals, departmental seals, business seals, and electronic seals [1][2] - Seals must be created by designated personnel at approved units and must comply with national regulations [2][3] Seal Custody - Each type of seal must be kept by designated personnel, with specific roles assigned for different seals, such as the general manager for company seals and the finance department for financial seals [2][3] - Electronic seals are managed with the assistance of the IT department to ensure information security [2][3] Seal Usage - The use of seals requires prior approval, with a formal application process that includes submitting a seal usage application form [3][4] - The principle of "approval before sealing" is emphasized, ensuring that all documents are verified before a seal is applied [5][6] Seal Re-creation and Destruction - Seals can only be re-created under specific circumstances, such as name changes, damage, or loss [6][7] - Procedures for the destruction of seals are outlined, including the need to retain impressions of destroyed seals for record-keeping [6][7] Accountability - Seal custodians are responsible for verifying the compliance of seal usage applications and may face consequences for improper use [6][7] - Any loss of seals must be reported immediately, with potential disciplinary actions for delays in reporting [6][7]
*ST凯鑫: 股东会议事规则
Zheng Quan Zhi Xing· 2025-07-03 16:27
Core Points - The document outlines the rules and regulations governing the shareholders' meetings of Shanghai Kaixin Separation Technology Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3]. Group 1: General Provisions - The company must convene shareholders' meetings in accordance with the Company Law, Securities Law, and its own Articles of Association [1]. - Shareholders' meetings are categorized into annual and extraordinary meetings, with specific timelines for their convening [1][2]. - Legal opinions must be obtained for the validity of the meeting's procedures, attendance, and voting results [1][2]. Group 2: Convening Shareholders' Meetings - The board of directors is responsible for convening meetings within specified timeframes, and independent directors can propose extraordinary meetings [2][3]. - If the board fails to respond to requests for extraordinary meetings, the audit committee or shareholders holding over 10% of shares can convene the meeting themselves [3][4]. Group 3: Proposals and Notifications - Proposals for meetings must fall within the scope of the shareholders' authority and be submitted in writing [5][6]. - Notifications for annual meetings must be sent 20 days in advance, while notifications for extraordinary meetings must be sent 15 days prior [6][7]. Group 4: Conducting Shareholders' Meetings - Meetings must be held at the company's registered address or a location specified in the Articles of Association [8][9]. - All shareholders on the register have the right to attend and vote, either in person or by proxy [9][10]. - The meeting must be presided over by the chairman or a designated representative, and the attendance and voting results must be recorded [11][12]. Group 5: Voting and Resolutions - Resolutions can be classified as ordinary or special, with different voting thresholds required for approval [13][14]. - The voting process must be transparent, and results must be announced immediately after the meeting [18][19]. - Any resolutions that violate laws or regulations are deemed invalid [20][21].