涂料颜料
Search documents
双乐股份: 控股股东和实际控制人行为规范
Zheng Quan Zhi Xing· 2025-05-13 11:26
General Principles - The company and its controlling shareholders must comply with laws, regulations, and the company's articles of association, exercising shareholder rights without harming the interests of the company and other shareholders [2][3] - Controlling shareholders and actual controllers have a duty of honesty and must not abuse their control to seek illegal benefits [3][4] Responsibilities of Controlling Shareholders - Controlling shareholders must sign a declaration committing to comply with relevant laws and regulations, including disclosing their shareholding status and any legal violations [4][5] - They are required to ensure the company adheres to legal and regulatory standards, including the company's articles of association, and must not misuse their control to harm the company or other shareholders [5][6] Financial Independence - Controlling shareholders must maintain the financial independence of the company, avoiding any form of fund occupation or illegal guarantees [6][7] - They are prohibited from using company funds for personal expenses or requiring the company to provide guarantees unlawfully [7][8] Governance and Independence - The company must ensure its operational independence, and controlling shareholders should not interfere with personnel decisions or financial management [8][9] - Controlling shareholders must support the company's independent decision-making processes and not engage in actions that could harm the company's interests [9][10] Information Disclosure - The company and its controlling shareholders must adhere to strict information disclosure requirements, ensuring that all disclosed information is accurate and complete [12][13] - They must notify the company of any significant changes in their shareholding status or any legal issues that could impact the company [13][14] Share Transfer and Control Stability - Controlling shareholders must maintain control stability and ensure that any transfer of shares does not adversely affect the company or other shareholders [18][19] - They are required to conduct due diligence on potential buyers to ensure fair and reasonable transactions [19]
双乐股份: 股东会网络投票实施细则
Zheng Quan Zhi Xing· 2025-05-13 11:26
Group 1 - The company has established rules for online voting at shareholder meetings to protect investors' rights [2][3] - The online voting system is provided by the Shenzhen Stock Exchange and includes both trading and internet voting systems [2][5] - All shareholders registered on the equity registration date have the right to vote through the online voting system [3][5] Group 2 - The company must clearly outline voting codes, voting abbreviations, voting times, and proposal types in the shareholder meeting notice [5][6] - The online voting period starts at 9:15 AM on the day of the shareholder meeting and ends at 3:00 PM on the same day [6][7] - Shareholders must authenticate their identity to vote through the internet voting system [7][8] Group 3 - Shareholders can vote through their respective accounts based on the type of shares they hold (A shares, B shares, or preferred shares) [8][9] - Multiple votes by the same shareholder through different accounts will be counted as one, with the first valid vote being considered [8][10] - The company must ensure compliance and accuracy in the voting data and disclose the results after the meeting [12][12]
双乐股份: 突发事件管理制度
Zheng Quan Zhi Xing· 2025-05-13 11:26
Core Points - The company has established an emergency management system to safeguard assets and maintain operational order, aiming to prevent and mitigate the impact of sudden events on investors and overall development [1][2] - The emergency management system is based on relevant laws and regulations, tailored to the company's specific circumstances [2] Group 1: Basic Principles and Responsibilities - The company has defined sudden events as those that could severely impact its operations, finances, reputation, or stock price, including safety incidents and significant market fluctuations [3] - An emergency leadership group has been formed, led by the chairman, to coordinate responses and protect investor interests [3][4] - Responsibilities of the emergency leadership group include timely information disclosure, prevention-focused strategies, and unified leadership [3][4] Group 2: Warning and Prevention - Department heads are responsible for the first line of warning and prevention, ensuring timely reporting and control of potential issues [4] - Warning information must be communicated to the emergency leadership group for analysis and potential activation of emergency plans [4] Group 3: Handling Procedures and Support - The emergency handling process includes rapid activation of response mechanisms, self-assessment, and communication with regulatory bodies [5] - The company must ensure communication, personnel, material, and training support for effective emergency response [5][6] - After an incident, the company will conduct a comprehensive evaluation to gather feedback and improve future responses [6]
双乐股份: 董事、高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-05-13 11:26
General Provisions - The company establishes a system to regulate the management of resignations of directors and senior management to ensure governance stability and protect shareholders' rights [1][2] - This system applies to all directors (including independent directors) and senior management personnel of the company [1] Resignation Circumstances and Effectiveness - Directors can resign before their term expires by submitting a written resignation report, which becomes effective upon receipt by the board [3] - If a resignation leads to a board member count below the legal minimum, the resigning director must continue to perform their duties until a new director is appointed [3] - The shareholders' meeting can resolve to dismiss a director, effective immediately upon resolution [2] Transfer Procedures and Unresolved Matters - Resigning directors and senior management must hand over all company-related documents and assets within three working days after their resignation becomes effective [4] - If the resigning personnel are involved in significant matters, an audit committee may initiate a departure audit [4] Obligations of Resigning Directors and Senior Management - The loyalty obligations of directors and senior management remain effective for three years after their resignation [5] - They are restricted from transferring more than 25% of their shares annually during their term and cannot transfer shares within six months after leaving [5] Accountability Mechanism - The board will review specific accountability plans if a resigning director or senior management fails to fulfill commitments or transfer obligations [6] - Resigning personnel can appeal the accountability decisions within 15 days of notification [6] Supplementary Provisions - Any matters not covered by this system will follow relevant national laws and regulations [7] - The system will take effect upon approval by the company's board of directors [7]
双乐股份: 未来三年股东分红回报规划(2025年-2027年)
Zheng Quan Zhi Xing· 2025-03-25 14:17
Core Viewpoint - The company has established a three-year shareholder dividend return plan for 2025-2027 to enhance profit distribution transparency and ensure stable returns for investors [1][2]. Group 1: Principles and Considerations - The plan is based on sustainable development and the protection of shareholder rights, prioritizing cash dividends [1]. - Factors considered in the plan include current and future profit scale, cash flow, investment needs, and external financing environment [1][2]. Group 2: Dividend Distribution Policy - The company will distribute dividends based on a specified proportion of the annual distributable profit, ensuring a minimum cash dividend of 10% of the distributable profit each year [2][4]. - In cases of significant capital expenditures, the cash dividend proportion must be at least 20%, with a cumulative cash distribution over three years not less than 30% of the average annual distributable profit [2][4]. Group 3: Differentiated Cash Dividend Proposals - The board will consider industry characteristics, development stage, and major capital expenditures when proposing cash dividend plans [3]. - For mature companies without major expenditures, the cash dividend proportion should be at least 80%, while it should be at least 40% if there are significant expenditures [4]. Group 4: Review and Adjustment Procedures - The board must discuss and evaluate the reasonableness of the dividend proposal, including timing and conditions, before submitting it to the shareholders' meeting [5]. - Any changes to the profit distribution policy must prioritize shareholder interests and be approved by the board and independent directors before being presented to the shareholders [6][7]. Group 5: Monitoring and Compliance - The company’s profit distribution must not exceed the cumulative distributable profit, and any non-distribution must be justified [6][7]. - The company will review the shareholder return plan at least every three years and make necessary adjustments based on current profit distribution policies [7].