农业综合开发
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新农开发: 信息披露事务管理制度
Zheng Quan Zhi Xing· 2025-08-11 16:26
Core Points - The document outlines the information disclosure system for Xinjiang Tarim Agricultural Comprehensive Development Co., Ltd, aiming to standardize disclosure practices and protect investors' rights [2][3] - The company is required to disclose significant information that may impact stock prices in a timely, accurate, and complete manner [4][5] - The document emphasizes the importance of fair disclosure to all investors without preferential treatment [3][4] Group 1: General Principles - Information disclosure must comply with relevant laws and regulations, including the Company Law and Securities Law [2] - The company must ensure that disclosed information is truthful, accurate, and complete, avoiding misleading statements or omissions [2][3] - The board of directors and senior management are responsible for the integrity of the disclosed information [3][4] Group 2: Disclosure Procedures - The company must disclose periodic reports, including annual, semi-annual, and quarterly reports, within specified timeframes [5][6] - If the company cannot meet the disclosure deadlines, it must announce the reasons and the expected timeline for disclosure [6][10] - The board of directors must approve all periodic reports before disclosure [7][8] Group 3: Content of Reports - Annual reports must include basic company information, major financial data, stock and bond issuance details, and significant events affecting the company [9][10] - Semi-annual and quarterly reports should also contain essential financial metrics and any significant changes in shareholder structure [17][18] - Companies must disclose risks that could significantly impact their core competitiveness and future development [19][20] Group 4: Temporary Reports - Temporary reports must be issued immediately for significant events that could affect stock prices, detailing the event's cause, current status, and potential impact [12][13] - The company must disclose any major changes in business operations, significant investments, or legal issues promptly [12][13] Group 5: Responsibilities and Accountability - The board of directors is responsible for overseeing the information disclosure process and ensuring compliance with regulations [44][45] - The company must maintain records of all disclosure-related documents for at least ten years [28][29] - Any violations of disclosure regulations may result in disciplinary actions against responsible individuals [29][30]
新农开发: 经理层工作细则
Zheng Quan Zhi Xing· 2025-08-11 16:26
Core Points - The document outlines the governance structure and operational guidelines for the Xinjiang Tarim Agricultural Comprehensive Development Co., Ltd, emphasizing the importance of adhering to the principles of socialism with Chinese characteristics and enhancing corporate governance effectiveness [1][2][3] Group 1: Governance Structure - The management team consists of the General Manager, Deputy General Managers, and Chief Accountant, who are expected to uphold the party's leadership and ensure effective decision-making [1][2] - The management team is responsible for implementing the company's development strategies, analyzing macroeconomic conditions, and improving operational strategies [2][3] Group 2: Responsibilities and Decision-Making - The General Manager is accountable for daily operations and must report to the Board of Directors, ensuring that the company's strategic plans are executed effectively [3][4] - The management team must conduct meetings to discuss significant operational matters, ensuring that decisions are made democratically and transparently [6][7] Group 3: Compliance and Reporting - Management members are required to comply with various supervisory regulations and report on their work regularly, including annual, periodic, and timely reports on operational performance and risk management [10][11] - The management team must also engage in self-assessment and accountability processes, ensuring adherence to laws and internal regulations [12][13] Group 4: Professional Development - The management team is encouraged to enhance their professional capabilities through training and development, focusing on strategic decision-making and risk management [12][13] - Emphasis is placed on maintaining a strong institutional awareness and executing decisions in accordance with established governance protocols [12][13]
新农开发: 新疆塔里木农业综合开发股份有限公司公司章程(草案)
Zheng Quan Zhi Xing· 2025-08-11 16:26
General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while adhering to relevant laws and regulations [2][4] - The company was established as a joint-stock company in accordance with the Company Law and other regulations, with its registration completed in 1999 [3][4] - The registered capital of the company is RMB 381,512,820 [3] Business Objectives and Scope - The company's business objective is to maximize shareholder and social interests through production and capital operations [14] - The business scope includes agricultural planting, livestock and fish farming, production and sale of agricultural and livestock products, manufacturing and repair of agricultural machinery, and import-export of various goods and technologies [15] Shares - The company's shares are issued in the form of stocks, with equal rights for each share of the same category [16][17] - The total number of shares issued by the company is 381,512,820, all of which are ordinary shares [21] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, request meetings, supervise company operations, and transfer their shares [34][35] - Shareholders must comply with laws and the company's articles of association, and they are liable for the company's debts only to the extent of their shareholdings [40][41] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [48] - Shareholder meetings can be conducted in person or via electronic means, and all shareholders have the right to attend and vote [20][65] Voting and Resolutions - Resolutions at shareholder meetings can be ordinary or special, with ordinary resolutions requiring a majority and special resolutions requiring a two-thirds majority of the votes cast [80][82] - Shareholders must disclose any conflicts of interest during voting on related party transactions [84]
新农开发: 新疆塔里木农业综合开发股份有限公司股东会议事规则(草案)
Zheng Quan Zhi Xing· 2025-08-11 16:26
Core Points - The document outlines the rules for the shareholders' meeting of Xinjiang Tarim Agricultural Comprehensive Development Co., Ltd, ensuring compliance with relevant laws and regulations [1][18] - The rules specify the procedures for convening, proposing, notifying, and conducting shareholders' meetings, emphasizing the rights of shareholders to participate and vote [1][3] Group 1: General Provisions - The rules are established to standardize the company's behavior and ensure shareholders can exercise their rights according to the Company Law and Securities Law [1] - The company must strictly follow legal and regulatory requirements when convening shareholders' meetings [1][2] - Shareholders' meetings are categorized into annual and temporary meetings, with specific timelines for their occurrence [1][5] Group 2: Convening Shareholders' Meetings - The board of directors is responsible for convening meetings within the stipulated time frame [3][4] - Independent directors can propose temporary meetings, and the board must respond within ten days [3][4] - Shareholders holding more than 10% of shares can request a temporary meeting, and the board must provide feedback within ten days [4][5] Group 3: Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting and comply with legal requirements [6][14] - Shareholders holding at least 1% of shares can submit proposals ten days before the meeting [6][14] - Notifications must include comprehensive details about the proposals and the rights of shareholders to attend and vote [6][19] Group 4: Conducting Shareholders' Meetings - Meetings should be held at the company's registered location and can utilize electronic means for participation [8][21] - All shareholders registered by the record date have the right to attend and vote [9][21] - The meeting must be presided over by the chairman or designated representatives, ensuring order and compliance with rules [10][28] Group 5: Voting and Resolutions - Voting must be conducted for each proposal, and results should be announced immediately [12][40] - Shareholders must declare their voting intentions clearly, and any conflicts of interest must be disclosed [11][12] - Resolutions passed at the meeting must be announced promptly, detailing the voting results and decisions made [40][41] Group 6: Supervision and Compliance - The document emphasizes the importance of compliance with laws and regulations, with penalties for non-compliance [48][49] - The board and management are responsible for executing resolutions and ensuring the company's normal operations [16][50] - Shareholders can challenge resolutions in court if they believe there has been a violation of procedures [16][50]
新农开发: 新疆塔里木农业综合开发股份有限公司八届二十二次董事会决议公告.docx
Zheng Quan Zhi Xing· 2025-08-11 16:19
Core Points - The company held its 22nd meeting of the 8th Board of Directors on August 11, 2025, where several key resolutions were passed [1][2][3] Group 1: Board Resolutions - The board approved the nomination of candidates for the 9th Board of Directors, including both non-independent and independent directors, pending shareholder approval [1] - The board voted to cancel the Supervisory Board, which also requires shareholder approval [2] - The board approved amendments to the company's articles of association and related governance systems, pending shareholder approval [2] - The board proposed to change the auditing firm for the 2024 fiscal year to Liananda Certified Public Accountants, pending shareholder approval [3] Group 2: Financial and Operational Matters - The board approved an increase in the daily related transaction limit for 2025, which requires shareholder approval; one board member recused themselves from the vote due to a conflict of interest [3][4] - The board approved an increase in financial assistance limits for a subsidiary to support its operational needs, ensuring it aligns with the company's overall interests [5] - The board approved retrospective adjustments to financial data for mergers under common control, confirming compliance with national accounting standards [5] - The board agreed to convene the 3rd extraordinary shareholders' meeting of 2025 on August 27, 2025, using a combination of in-person and online voting [6]
新农开发: 新疆塔里木农业综合开发股份有限公司八届二十次监事会决议公告
Zheng Quan Zhi Xing· 2025-08-11 16:19
Core Points - The company held its 20th meeting of the 8th Supervisory Board on August 8, 2025, via communication methods, with all five supervisors participating [1] - The meeting approved several key resolutions, including the cancellation of the Supervisory Board, amendments to the company’s articles of association and governance systems, and a proposed change of accounting firm [1][2] - The board also approved an increase in the daily related party transaction limit for 2025 and financial assistance limits for its controlling subsidiaries [2] Summary by Categories - **Supervisory Board Decisions** - The resolution to cancel the Supervisory Board was passed unanimously with 5 votes in favor [1] - The resolution to amend the company’s articles of association and governance systems was also passed unanimously with 5 votes in favor [1] - **Financial and Governance Changes** - The proposal to change the accounting firm was approved with 5 votes in favor [1] - The resolution to increase the daily related party transaction limit for 2025 was passed, with one supervisor abstaining from voting due to a conflict of interest [1] - The resolution to provide financial assistance to controlling subsidiaries for 2025 was approved unanimously with 5 votes in favor [2] - **Financial Data Adjustments** - The resolution for retrospective adjustments of financial data for mergers under common control was passed unanimously with 5 votes in favor [2]
新农开发: 董事会薪酬与考核委员会工作细则
Zheng Quan Zhi Xing· 2025-08-11 11:14
Core Points - The company establishes a remuneration and assessment management system for its directors and senior management to enhance corporate governance [1][2] - A Remuneration and Assessment Committee is formed under the board of directors to set evaluation standards and remuneration policies for directors and senior management [1][2] - The committee consists of three directors, including two independent directors, and is chaired by an independent director [2][4] Group 1 - The committee is responsible for developing remuneration plans based on the roles and responsibilities of directors and senior management, including performance evaluation standards and incentive schemes [9][10] - The committee must review the performance of non-independent directors and senior management annually and supervise the execution of the remuneration system [9][10] - Recommendations from the committee regarding remuneration must be approved by the board and submitted for shareholder approval before implementation [12][13] Group 2 - The committee's working group is responsible for preparing materials for decision-making, including financial indicators and performance evaluations of directors and senior management [13][14] - The evaluation process involves self-assessment by directors and senior management, followed by performance evaluations conducted by the committee [15] - Meetings of the committee must be held with at least two-thirds of the members present, and decisions require a majority vote [16][17]
新农开发: 新疆塔里木农业综合开发股份有限公司关于董事会延期换届的公告
Zheng Quan Zhi Xing· 2025-08-07 16:11
Core Viewpoint - The company is announcing a delay in the board of directors' re-election due to the incomplete nomination process for new candidates, while ensuring that normal operations will not be affected [1]. Group 1: Board of Directors - The current term of the eighth board of directors will expire on August 16, 2025 [1]. - The delay in the board re-election is in line with the implementation of the Company Law and the latest regulatory requirements [1]. - The terms of the board's specialized committees will also be extended accordingly [1]. Group 2: Governance and Compliance - The company is advancing its corporate governance structure reform [1]. - The current board will continue to fulfill its responsibilities according to legal regulations and the company's articles of association until the re-election process is completed [1]. - The company commits to promptly advancing the board re-election process and fulfilling relevant information disclosure obligations [1].
甘肃税务:合规经营成为企业发展“必选项”
Sou Hu Cai Jing· 2025-05-22 06:41
Group 1 - Gansu Provincial Taxation Bureau focuses on creating a fair and transparent tax environment to support enterprises in compliant operations and high-quality development [1] - The A-level tax credit serves as a "golden signboard" for enterprises, enhancing their competitiveness and enabling access to various tax benefits [2][3] - The implementation of "credit+" joint incentives for A-level taxpayers includes services like green channels and priority tax refunds, promoting a culture of honest tax payment [2] Group 2 - Gansu tax authorities adopt a dual approach of "policy delivery + precise guidance" to help enterprises enjoy tax benefits and reduce tax-related risks [4] - The establishment of dynamic records by tax authorities aids in providing personalized services to enterprises, ensuring they can effectively utilize tax incentives [5] - The promotion of compliance awareness through case studies and legal education enhances enterprises' understanding of tax laws and the importance of compliance [6] Group 3 - The collaboration between tax authorities and financial institutions through "tax credit loans" provides significant financing support for compliant enterprises [3][5] - The training programs for tax service intermediaries aim to standardize practices and enhance compliance within the sector, fostering a healthy service market [7]
甘肃税务:筑牢合规之基 铺就企业健康发展快车道
Sou Hu Cai Jing· 2025-05-18 15:37
合规经营是维系税收秩序、保障国家财政收入的基石,更是推动税收事业高质量发展的核心要义。甘肃省税务局以信用建设为笔、风险防控为墨、监督问效 为卷,精心勾勒企业合规经营新蓝图,多管齐下引导企业在合规轨道上稳健前行。 信用赋能 激活合规经营"动力源" 为助力企业向好发展,甘肃税务部门通过分级分类服务、政策精准推送等举措,推动形成"守信激励、失信惩戒"的税收综合治理格局,引导更多市场主体诚 信纳税、合规经营。 涉税专业服务机构一手牵着纳税企业、一手连着税务部门,在助力经营主体依法处理涉税业务等方面发挥着重要作用。今年以来,武威市凉州区税务局强化 与财政、市场监管等部门的沟通联系,健全完善部门协同监管机制,加大信息共享力度,积极开展涉税专业服务机构信用评价,切实提升涉税专业服务机构 监管服务质效。通过举办培训座谈会、开展上门走访、税企交流群答疑等方式,强化宣传辅导,有效提升机构从业人员业务水平,同时积极推进"信用+风 险"的监管机制,提升管理的智能化、精细化水平,有效预防涉税专业服务机构违法违规行为。 白银市白银区税务局为A级纳税人提供全方位政策支持和服务保障。为A级纳税人定制"绿色通道"专享服务;组建专家辅导团队,定 ...