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鼎龙股份: 湖南启元律师事务所关于湖北鼎龙控股股份有限公司2024年股票期权激励计划调整行权价格相关事项的法律意见书
Zheng Quan Zhi Xing· 2025-07-18 16:25
Core Viewpoint - The legal opinion letter from Hunan Qiyuan Law Firm confirms that Hubei Dinglong Holdings Co., Ltd. has complied with necessary legal procedures for the adjustment of the stock option exercise price as part of its 2024 stock option incentive plan [2][6][9]. Group 1: Legal Compliance and Procedures - Hunan Qiyuan Law Firm has been appointed as the special legal advisor for Hubei Dinglong's 2024 stock option incentive plan [2]. - The firm has conducted thorough verification to ensure the legality and compliance of the exercise and cancellation of stock options, confirming no false records or misleading statements exist [3]. - The company has provided all necessary and truthful documentation to the law firm, ensuring no significant omissions [3]. Group 2: Approval and Authorization - The board of directors and the supervisory board of Hubei Dinglong approved the relevant proposals regarding the stock option incentive plan on April 25, 2024 [6][7]. - The company publicly announced the list of incentive recipients from May 26 to May 5, 2024, and disclosed relevant reports on May 9, 2024 [7]. - The annual shareholders' meeting on May 14, 2024, approved the stock option incentive plan and related proposals [7]. Group 3: Adjustment Details - The adjustment of the exercise price was approved by the board on July 18, 2025, based on the company's profit distribution plan [9]. - The exercise price was adjusted from 19.03 yuan to 18.93 yuan per share, following the company's cash dividend distribution of 1.00 yuan per 10 shares [9][11]. - The adjustment method for the exercise price is defined in the incentive plan, ensuring compliance with relevant regulations [10][11].
中欣氟材: 关于修订《公司章程》并办理工商变更登记及修订、制定部分公司治理制度的公告
Zheng Quan Zhi Xing· 2025-07-18 13:14
Summary of Key Points Core Viewpoint The announcement details the revisions to the Articles of Association of Zhejiang Zhongxin Fluorine Materials Co., Ltd., which were approved by the board of directors. The revisions aim to align the company's governance structure with current laws and regulations. Group 1: Amendments to Articles of Association - The chairman of the board is now designated as the legal representative of the company, with provisions for the appointment or replacement of the legal representative requiring a majority vote from the board of directors [1][2]. - The revised Articles of Association will become a legally binding document governing the relationships and obligations between the company, shareholders, directors, supervisors, and senior management [2][3]. - Shareholders can sue the company, and the company can sue shareholders, directors, supervisors, and senior management under the revised Articles [2][3]. Group 2: Shareholding and Transfer Regulations - Directors, supervisors, and senior management must declare their shareholdings, with restrictions on transferring shares during their tenure [3][4]. - Shareholders holding more than 5% of the company's shares are required to return profits from buying and selling shares within specified timeframes [3][4]. Group 3: Governance Structure and Responsibilities - The board of directors is responsible for appointing and dismissing senior management, including the general manager and financial director, and determining their remuneration [30][33]. - The audit committee is established to oversee financial practices and ensure compliance with laws and regulations, with independent directors comprising the majority [33][34]. - The company must hold at least two board meetings annually, with specific provisions for calling temporary meetings under certain conditions [31][32].
中欣氟材: 防范控股股东及关联方资金占用管理制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-18 13:13
Core Viewpoint - The company has established a management system to prevent the misuse of funds by controlling shareholders and related parties, ensuring the protection of the company's and shareholders' rights and interests [1][2]. Summary by Sections General Principles - The system aims to strengthen and standardize the company's fund management to prevent fund occupation by controlling shareholders and related parties [1]. - The board of directors and senior management are legally obligated to maintain the safety of the company's funds [2]. Definition of Related Parties and Fund Occupation - Related parties include actual controllers, controlling shareholders, and entities controlled by them [2]. - Fund occupation includes both operational and non-operational fund occupation, with specific definitions provided for each type [2][3]. Principles for Preventing Fund Occupation - The company must strictly limit fund occupation during operational transactions with controlling shareholders and related parties [3]. - Various methods of fund provision to controlling shareholders and related parties are prohibited, including loans, payment of expenses, and issuing commercial acceptance bills without real transactions [3][4]. Responsibilities and Measures - The company must establish a long-term mechanism to prevent non-operational fund occupation [5]. - The chairman of the board is the primary responsible person for preventing fund occupation [5]. - The finance department is tasked with regular checks on fund transactions and reporting any non-operational fund occupations [5][6]. Legal and Financial Accountability - In cases of asset infringement by controlling shareholders, the board must take effective measures to stop the infringement and seek compensation [6][7]. - The board can apply for judicial freezing of shares held by controlling shareholders if fund occupation is detected [7][8]. Reporting and Disclosure - The company is required to disclose fund occupation situations in its semi-annual and annual reports [8][9]. - Violations of the system by controlling shareholders or related parties will result in compensation responsibilities and potential legal consequences for responsible individuals [9][10].
中欣氟材: 关联交易决策制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-18 13:13
Group 1 - The article outlines the decision-making system for related party transactions of Zhejiang Zhongxin Fluorine Material Co., Ltd, aiming to standardize management and protect the interests of shareholders, especially minority investors [1][2] - Related parties include both legal entities and natural persons who have significant control or influence over the company, such as those holding more than 5% of shares or serving as directors and senior management [2][3] - The company must report related party relationships to the Shenzhen Stock Exchange in a timely manner, ensuring transparency in financial and operational decisions [2][3] Group 2 - Related party transactions are defined as resource or obligation transfers between the company and its related parties, including asset purchases, financial support, and management services [9][10] - The company must adhere to principles of honesty, equality, and fairness in related party transactions, ensuring that related parties abstain from voting on matters where they have a conflict of interest [10][11] - Transactions exceeding certain thresholds, such as 30 million yuan or 5% of the company's net assets, require disclosure and approval from the shareholders' meeting [18][19] Group 3 - The pricing of related party transactions must be fair and based on government pricing, market prices, or reasonable cost-plus methods, ensuring that the company does not suffer from unfair pricing practices [14][15] - The company is required to sign written agreements for related party transactions, clearly stating pricing policies and any significant changes must undergo the necessary approval processes [13][14] - Independent directors must approve related party transactions, and the board must ensure that the transactions are necessary and fair, focusing on the pricing policies and their implications for the company [32][33] Group 4 - The company must disclose related party transactions and their terms, including pricing and payment methods, to maintain transparency and accountability [25][26] - In cases of significant changes in related party relationships, the company is exempt from certain approval processes for ongoing agreements but must disclose these changes [28][29] - The audit committee has the authority to supervise related party transactions, ensuring compliance with regulations and fair pricing practices [38][39]
中欣氟材: 总经理工作细则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-18 13:12
General Provisions - The purpose of the guidelines is to improve the corporate governance structure of Zhejiang Zhongxin Fluorine Materials Co., Ltd. and to clarify the rights and obligations of the general manager [1] - The general manager is the main responsible person for the company's daily production and management, accountable to the board of directors [1] Qualifications and Appointment Procedures - The general manager must possess rich economic and management knowledge, strong management capabilities, and relevant industry experience [2] - Individuals with certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities, are not eligible to serve as general manager [2] Authority and Responsibilities - The general manager is responsible for daily operations, implementing board resolutions, and reporting to the board [3][4] - The general manager has the authority to approve daily expenses, manage investments, and make decisions on loans and asset acquisitions within the board's authorized limits [4][5] Management Procedures - The general manager oversees the company's business and management work, and in their absence, a designated deputy will take over [19] - The general manager must convene meetings to discuss important operational and management issues, ensuring that decisions are documented and communicated [10][12] Performance Evaluation and Rewards - The board of directors will evaluate the general manager's performance based on specific indicators and may grant rewards for outstanding contributions [36] - In cases of negligence or significant losses due to mismanagement, the board may impose penalties or pursue legal action against the general manager [39] Miscellaneous Provisions - If any part of these guidelines conflicts with national laws or regulations, the latter will take precedence [40] - The board of directors is responsible for the formulation and interpretation of these guidelines, which will take effect upon approval [41]
中欣氟材: 年报信息披露重大差错责任追究制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-18 13:12
General Principles - The company aims to enhance the quality and transparency of its annual report disclosures by establishing a responsibility accountability system for significant errors in information disclosure [1][2] - The system is designed to hold accountable those responsible for any significant errors that lead to adverse social impacts or substantial economic losses [2][3] Scope of Accountability - The accountability system applies to the company's board members, senior management, subsidiary heads, controlling shareholders, and other personnel involved in the annual report disclosure process [2][3] - Any violations of national laws, regulations, or company rules that result in significant errors in annual report disclosures will lead to accountability measures [2][5] Definition of Significant Errors - Significant errors in annual report disclosures include major accounting errors in financial reports, substantial omissions or errors in other disclosures, and significant discrepancies between performance forecasts and actual results [4][5] - Specific criteria for identifying significant accounting errors include discrepancies in total assets, net assets, revenue, and net profit exceeding defined thresholds [4][5] Responsibility Determination - The company will determine responsibility based on principles of equality between rights and responsibilities, and proportionality between fault and accountability [3][4] - Factors leading to accountability include violations of laws and regulations, failure to act diligently, and other personal reasons causing significant errors [5][6] Accountability Measures - Accountability measures may include corrective actions, public reprimands, demotions, dismissals, and financial compensation for losses incurred [7][8] - The company may also pursue accountability against external auditors or other intermediaries based on contractual agreements [7][8] Reporting and Disclosure - The board of directors will disclose decisions regarding accountability for significant errors in annual report disclosures through temporary announcements [7][8] - The company will also apply similar accountability measures to quarterly and semi-annual report disclosures [8]
中欣氟材: 董事和高级管理人员所持本公司股份及其变动管理制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-18 13:12
General Principles - The management system for the shares held by the board of directors and senior management of Zhejiang Zhongxin Fluorine Materials Co., Ltd. aims to strengthen the management of shareholding and changes, ensuring compliance with relevant laws and regulations [1][2] - This system applies to the company's directors, senior management, and other specified individuals or organizations holding and trading the company's shares [1][2] Shareholding and Reporting Requirements - Directors and senior management must notify the board secretary in writing of their trading plans at least 2 trading days in advance [8] - The company must ensure that all shareholding data reported to the Shenzhen Stock Exchange is accurate, timely, and complete [11][12] Share Change Management - Shares held by directors and senior management are subject to lock-up periods and specific transfer limitations [13][14] - Directors and senior management can only transfer up to 25% of their total shares during their term and within six months after their term ends, with certain exceptions [14][15] Information Disclosure - Changes in shareholding must be disclosed within 2 trading days, including details such as the number of shares held before and after the change [26][27] - The company must report any violations of trading regulations by directors and senior management, including the measures taken to rectify the situation [28][29] Responsibilities and Penalties - Any violations of the share trading regulations will result in the company reclaiming any profits made from such trades, and severe cases may lead to disciplinary actions [33][34] - The system will take effect upon approval by the company's board of directors and will be interpreted by the board [35][36]
中欣氟材: 内幕信息及知情人管理制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-18 13:12
浙江中欣氟材股份有限公司 法》 《上市公司监管指引第 5 号——上市公司内幕信息知情人登记管理制度》 《深 圳证券交易所上市公司自律监管指引第 5 号——信息披露事务管理》《深圳证券 交易所股票上市规则》等有关法律、法规、规范性文件及《浙江中欣氟材股份有 限公司章程》(以下简称《公司章程》)的规定,制定本制度。 内幕信息及知情人管理制度 (2025 年 7 月) 第一章 总 则 第一条 为了进一步规范浙江中欣氟材股份有限公司(以下简称"公司")内 幕信息管理行为,加强公司内幕信息保密工作,维护信息披露的公平原则,根据 《中华人民共和国公司法》 《中华人民共和国证券法》 《上市公司信息披露管理办 第二条 公司董事会应当保证内幕信息知情人档案真实、准确和完整,董事 长为主要责任人。董事会秘书负责办理上市公司内幕信息知情人的登记入档和备 案事宜。 第三条 内幕信息知情人内幕信息公开前负有保密责任和义务。 在内幕信息披露前,公司及董事、高级管理人员、相关信息披露义务人和其 他知情人应当将该信息的知情人控制在最小范围内,不得公开或者泄露该信息, 不得利用内幕信息买卖或建议他人买卖公司股票及其衍生品,不得进行内幕交易 或 ...
中欣氟材: 会计师事务所选聘制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-18 13:12
浙江中欣氟材股份有限公司 会计师事务所选聘制度 (2025 年 7 月) 第一条 为规范浙江中欣氟材股份有限公司(以下简称"公司")选聘(含续 聘、改聘)会计师事务所的行为,切实维护股东利益,提高财务信息质量,根据 《中华人民共和国公司法》《中华人民共和国证券法》《国有企业、上市公司选 聘会计师事务所管理办法》等有关法律、法规、规范性文件,结合《浙江中欣氟 材股份有限公司章程》(以下简称《公司章程》)及公司实际情况,制定本制度。 第二条 本制度所称选聘会计师事务所,是指公司根据相关法律法规要求, 聘任会计师事务所对公司财务会计报告发表审计意见、出具审计报告的行为。 公司聘任会计师事务所从事除财务会计报告审计之外的其他法定审计业务的, 视重要性程度可参照本制度执行。 (一)具有独立的主体资格,具备国家行业主管部门和中国证监会规定的开 展证券期货相关业务所需的执业资格; (二)具有固定的工作场所、健全的组织机构和完善的内部管理和控制制度; (三)熟悉国家有关财务会计方面的法律法规、规章和政策; (四)具有完成审计任务和确保审计质量的注册会计师; (五)认真执行国家有关财务审计的法律法规、规章和政策规定,具有良好 ...
丙烯酸概念涨2.35%,主力资金净流入这些股
Zheng Quan Shi Bao Wang· 2025-07-18 11:53
Group 1 - The acrylic acid concept sector increased by 2.35%, ranking third in terms of growth among concept sectors, with nine stocks rising, including Shenyang Chemical, which hit the daily limit, and Wanhua Chemical, Huayi Group, and Benli Technology, which rose by 8.29%, 7.41%, and 4.28% respectively [1][2] - The main capital inflow into the acrylic acid concept sector was 875 million yuan, with six stocks receiving net inflows, led by Wanhua Chemical with a net inflow of 849 million yuan, followed by Guoen Co., Shenyang Chemical, and Satellite Chemical [2][3] - The net inflow ratios for Guoen Co., Wanhua Chemical, and Shenyang Chemical were 12.53%, 12.32%, and 12.09% respectively, indicating strong investor interest in these stocks [3] Group 2 - The top gainers in the acrylic acid concept sector included Wanhua Chemical, which rose by 8.29%, and Shenyang Chemical, which increased by 10.05%, while Guoen Co. experienced a slight decline of 0.29% [3][4] - The overall performance of the acrylic acid concept sector was positive, contrasting with other sectors such as animal vaccines and avian influenza, which saw declines of 0.96% and 0.90% respectively [2][4] - The trading volume and turnover rates for the leading stocks in the acrylic acid sector were notable, with Wanhua Chemical achieving a turnover rate of 3.77% and Shenyang Chemical at 8.40% [3]