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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].