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日辰股份: 青岛日辰食品股份有限公司关于公司为全资子公司提供担保额度的公告
Zheng Quan Zhi Xing· 2025-08-22 16:29
Summary of Key Points Core Viewpoint - The company, Qingdao Richen Food Co., Ltd., is providing a guarantee for its wholly-owned subsidiary, Richen Food (Jiaxing) Co., Ltd., to support a bank loan application for project construction, with a total guarantee amount not exceeding RMB 500 million [1][2]. Group 1: Guarantee Details - The guarantee amount is estimated at RMB 50 million, with an actual guarantee balance of RMB 95.73 million [1]. - The guarantee is part of a total external guarantee amount that does not exceed RMB 500 million, which represents 13.15% of the company's audited net assets for the year 2024 [4]. - The guarantee is valid for 12 months from the date of approval at the upcoming shareholder meeting [2]. Group 2: Subsidiary Information - Richen Food (Jiaxing) Co., Ltd. is a wholly-owned subsidiary of Qingdao Richen Food Co., Ltd., established on January 12, 2021, with a registered capital of RMB 30 million [2]. - The subsidiary's total assets as of the first half of 2025 are RMB 507.11 million, with total liabilities of RMB 164.47 million [2]. - The subsidiary reported a net profit of RMB -0.26 million for the first half of 2025, compared to a profit of RMB 171.77 million for the entire year of 2024 [2]. Group 3: Rationale and Board Opinion - The guarantee is deemed necessary and reasonable to support the subsidiary's project construction needs, as its debt-to-asset ratio is below 70% [3][4]. - The board believes that the guarantee will not adversely affect the company's normal operations or the interests of shareholders, particularly minority shareholders [4]. - The company maintains control over the subsidiary's operations and finances, allowing for effective risk management [4].
日辰股份: 青岛日辰食品股份有限公司关于公司开展外汇套期保值业务的可行性分析报告
Zheng Quan Zhi Xing· 2025-08-22 16:29
Group 1 - The company aims to conduct foreign exchange hedging to mitigate foreign exchange market risks and reduce the adverse impact of exchange rate fluctuations on its operating performance [1][2] - The total amount for the foreign exchange hedging business is proposed to be no more than 50 million RMB or its equivalent in foreign currency, with the ability to roll over this amount during its validity period [1][2] - The funding for the hedging activities will come from the company's own funds, and the main currencies involved will include Japanese Yen and US Dollar [1][2] Group 2 - The company recognizes that while hedging can lock in exchange rate risks, it may also lead to opportunity costs if the exchange rates move favorably [2] - The company has established a management system for foreign exchange hedging, which includes clear regulations on approval authority, operational processes, and risk control measures [2][4] - The hedging activities are expected to enhance the liquidity and safety of the company's funds, aligning with its normal business operations [2][3] Group 3 - The necessity and feasibility of conducting foreign exchange hedging are supported by the company's adherence to relevant laws and regulations, as well as the implementation of internal controls and risk prevention measures [4]
日辰股份: 青岛日辰食品股份有限公司董事、高级管理人员离职管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 16:29
Core Viewpoint - The document outlines the management system for the resignation of directors and senior management at Qingdao Richen Food Co., Ltd, emphasizing compliance, transparency, and the protection of shareholder rights [1][2]. Group 1: General Principles - The resignation management system aims to ensure stability in corporate governance and protect the rights of the company, investors, and other stakeholders [1]. - The principles guiding the resignation management include legality, transparency, smooth transition, and protection of shareholder interests [1]. Group 2: Resignation Circumstances and Procedures - Resignation circumstances for directors and senior management include term expiration, voluntary resignation, dismissal, and other reasons leading to actual departure [2]. - Directors must submit a written resignation report, which becomes effective upon receipt by the company [2]. - The company is required to disclose the resignation details within two trading days and complete the re-election of directors within 60 days [2][3]. Group 3: Responsibilities and Obligations Post-Resignation - Directors and senior management must complete all handover procedures within ten days of formal resignation, including the transfer of relevant documents and materials [5]. - Obligations regarding public commitments made during their tenure continue post-resignation, and any unfulfilled commitments must be documented [5]. - Former directors and senior management are prohibited from using their previous positions to interfere with the company's operations or harm shareholder interests [5]. Group 4: Shareholding Management - Directors and senior management must be aware of legal regulations regarding insider trading and must not engage in illegal transactions [6]. - They are required to adhere to specific shareholding regulations for six months post-resignation, with exceptions for certain circumstances [6]. - Changes in shareholding must be monitored by the company’s board secretary, who is responsible for timely reporting to regulatory authorities if necessary [6]. Group 5: Miscellaneous Provisions - Any matters not covered by this system will be governed by relevant national laws and regulations [7]. - The system will take effect upon approval by the company's board of directors [8].
日辰股份: 青岛日辰食品股份有限公司董事会审计委员会关于第四届董事会第五次会议相关事项的审核意见
Zheng Quan Zhi Xing· 2025-08-22 16:29
青岛日辰食品股份有限公司董事会审计委员会 关于第四届董事会第五次会议相关事项的审核意见 (本页无正文,为《青岛日辰食品股份有限公司董事会审计委员会关于第四届董事会 第五次会议相关事项的审核意见》之签署页) (以下简称《公司章程》) 《青岛日辰食品股份有限公司董事会审计委员会工作细则》 的有关规定,作为青岛日辰食品股份有限公司(以下简称"公司")董事会审计委员 会委员,我们认真审核了公司提交的第四届董事会第五次会议相关资料,提出如下审 核意见: 一、关于公司 2025 年半年度报告全文及摘要的核查意见 经审核,我们认为公司 2025 年半年度报告全文及摘要的编制符合法律法规及《公 司章程》的规定,格式和内容符合中国证监会和上海证券交易所的规定,所披露的信 息真实、准确、完整,公允地反映了本报告期的财务状况、经营成果和现金流量。 因此,我们同意将《青岛日辰食品股份有限公司 2025 年半年度报告》及《青岛日 辰食品股份有限公司 2025 年半年度报告摘要》提交董事会审议。 (以下无正文) 根据《上海证券交易所股票上市规则》 《上海证券交易所上市公司自律监管指引第 程》 委员签署: 张世兴 胡左浩 张华君 签署日: ...
日辰股份: 青岛日辰食品股份有限公司关于调整第四届董事会审计委员会委员的公告
Zheng Quan Zhi Xing· 2025-08-22 16:29
Core Viewpoint - The company has made adjustments to its Audit Committee members to enhance corporate governance and ensure the effective operation of its specialized committees [1] Group 1: Audit Committee Adjustment - The company held its fifth meeting of the fourth board of directors on August 22, 2025, where it approved the adjustment of the Audit Committee members [1] - The previous members of the Audit Committee were Zhang Shixing (Chairman), Hu Zuohua, and Zhang Huajun [1] - The new members of the Audit Committee are Zhang Shixing (Chairman), Hu Zuohua, and Sui Xidang [1] - The adjustment of the Audit Committee will take effect immediately upon approval by the board of directors, with the term lasting until the current board's term expires [1]
日辰股份: 青岛日辰食品股份有限公司关于召开2025年半年度业绩说明会的公告
Zheng Quan Zhi Xing· 2025-08-22 16:29
Core Viewpoint - The company, Qingdao Richen Food Co., Ltd., is holding a half-year performance briefing on September 2, 2025, to discuss its operational results and financial status for the first half of 2025, allowing investors to engage in Q&A sessions [1][2]. Group 1: Meeting Details - The meeting is scheduled for September 2, 2025, from 16:00 to 17:00 [2][3]. - It will take place at the Shanghai Stock Exchange Roadshow Center, accessible via the website: http://roadshow.sseinfo.com [2][3]. - The format of the meeting will be an interactive online session [2]. Group 2: Participation Information - Investors can submit questions from August 26, 2025, to September 1, 2025, before 16:00, through the Roadshow Center's "Pre-Question Collection" section or via the company's email [2][3]. - The company will address commonly asked questions during the briefing [2][3]. - Contact information for the company's securities affairs department is provided for further inquiries [3].
日辰股份: 青岛日辰食品股份有限公司对外投资管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 16:28
青岛日辰食品股份有限公司 对外投资管理制度 (2025 年 8 月) 第一章 总则 第一条 为规范青岛日辰食品股份有限公司(以下简称"公司")对外投资 行为,降低对外投资风险,提高对外投资效益,合理、有效地使用资金,根据《中 华人民共和国公司法》 (以下简称《公司法》) 《中华人民共和国证券法》 《上海证 券交易所股票上市规则》等法律法规、规范性文件及《青岛日辰食品股份有限公 司章程》 (以下简称《公司章程》)的相关规定,结合公司实际情况,制定本制度。 第二条 公司投资管理的基本原则:符合公司发展战略和发展思路,合理配 置企业资源,促进要素优化组合,有利于培育公司核心竞争力,创造良好经济效 益。 第三条 本制度适用于公司、全资子公司及控股子公司(以下简称"子公司") 的一切对外投资行为。 第二章 对外投资范围及权限 第四条 本制度所指的对外投资是指公司及子公司为获取未来收益将一定 数量的货币资金、股权、以及经评估后的实物或无形资产作价出资,进行各种形 式的投资活动的行为。包括但不限于: (一)单独或与他人共同出资设立公司等经济实体; 第五条 公司对外投资实行专业管理和逐级审批制度。公司对外投资的审批 应严格按 ...
日辰股份: 青岛日辰食品股份有限公司对外担保管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 16:28
General Principles - The purpose of the external guarantee management system is to protect investors' interests, regulate the company's external guarantee behavior, effectively control guarantee risks, ensure asset safety, and promote healthy and stable development of the company [1] - External guarantees refer to guarantees provided by the company for others, including guarantees for controlling subsidiaries [1] - The company implements unified management of guarantees, and branches are prohibited from providing external guarantees without approval [1] Guarantee Management - The company can provide guarantees for entities with independent legal status and strong debt repayment ability, including mutual guarantee units needed for business, units with significant business relationships, and subsidiaries [3] - The finance department is responsible for reviewing guarantee applications, which must include detailed financial information and repayment plans from the applicant [4][5] - The board of directors must carefully review guarantee applications and reject those with insufficient documentation or potential risks [5][6] Approval Authority - Guarantees exceeding 50% of the latest audited net assets or 30% of total assets require board and shareholder approval [6] - The board must approve guarantees with specific conditions, including those involving related parties or exceeding certain financial thresholds [6][7] Risk Management - The finance department is responsible for monitoring the financial status and repayment ability of guaranteed parties, and must report any significant changes or risks [11][12] - If a guaranteed party fails to meet repayment obligations, the company must take necessary measures to mitigate losses [12] Information Disclosure - The company must disclose external guarantee information in accordance with relevant regulations, including total guarantees and specific details about related party guarantees [40][41] Accountability - The company must take corrective actions for any violations of the guarantee policy and hold responsible parties accountable [43][44] - Individuals who exceed their authority in signing guarantee contracts will face consequences [44][46]
日辰股份: 青岛日辰食品股份有限公司关联交易管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 16:28
General Principles - The purpose of the management system for related party transactions is to standardize related party behaviors and protect investors' interests, based on relevant laws and regulations [1][2] - Related party transactions should be fair in pricing, compliant in decision-making procedures, and standardized in information disclosure [1][3] - The company should minimize related party transactions and avoid unnecessary ones [1][3] Definition of Related Parties - Related parties include related legal entities, natural persons, and entities deemed as related [3][4] - A related legal entity is defined as one that directly or indirectly controls the company or is controlled by the same entity [3][5] Types of Related Party Transactions - Related party transactions encompass various activities such as asset purchases or sales, external investments, financial assistance, guarantees, leasing, and more [4][5] Principles for Related Party Transactions - Related party transactions must adhere to principles of honesty, fairness, and transparency, with prices generally aligning with market standards [9][10] - Written agreements are required, and the board of directors must assess whether the transaction harms the company's interests [9][10] Pricing and Management of Related Party Transactions - Pricing for related party transactions should follow market prices, cost-plus pricing, or negotiated prices if market prices are unavailable [12][13] - The board can hire independent financial advisors to assess the fairness of transaction prices [13][14] Approval and Disclosure Procedures - Transactions exceeding certain thresholds must be submitted for board approval and disclosed to shareholders [8][18] - Related party transactions that benefit the company without any obligations can be exempt from the usual approval and disclosure processes [19][20] Information Disclosure Requirements - Companies must disclose details of related party transactions, including pricing policies, transaction agreements, and their impact on the company's financial status [51][52] - The disclosure must include cumulative transaction amounts with related parties up to the disclosure date [51][52] Governance and Oversight - The board of directors is responsible for overseeing related party transactions, ensuring compliance with the established management system [53][54] - Independent directors must review significant related party transactions and provide opinions in annual reports [15][16]
日辰股份: 青岛日辰食品股份有限公司外汇套期保值业务管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 16:28
Core Viewpoint - The document outlines the foreign exchange hedging management system of Qingdao Richen Food Co., Ltd., emphasizing the importance of risk management and compliance with relevant laws and regulations [1][2]. Summary by Sections General Principles - The system aims to strengthen the management of foreign exchange hedging, standardize related operations, and prevent risks associated with exchange rate fluctuations [1]. - The policy applies to the company and its subsidiaries, requiring approval for any hedging operations [1]. Operational Principles - The company is prohibited from engaging in speculative foreign exchange trading; all hedging activities must be based on actual business needs [2]. - Transactions must be conducted through qualified financial institutions approved by the State Administration of Foreign Exchange and the People's Bank of China [2]. - The company must have sufficient own funds for hedging activities and adhere to approved trading limits [2]. Approval Authority - Any foreign exchange hedging activities require a feasibility analysis report to be submitted for board approval, and certain conditions necessitate shareholder approval [4]. - Specific thresholds for transaction guarantees and contract values are set, including a cap of 50% of the latest audited net profit for certain transactions [4]. Internal Operating Procedures - The finance department is responsible for the execution and management of hedging activities, including risk management and documentation [6][7]. - A detailed internal process is established for forecasting foreign currency receipts and payments, analyzing market conditions, and executing approved hedging plans [7]. Confidentiality - All personnel involved in hedging activities must maintain confidentiality regarding the company's hedging strategies and financial information [8]. Internal Risk Reporting and Management - The finance department must ensure timely settlement with financial institutions based on actual foreign exchange inflows and outflows [8]. - In case of significant exchange rate fluctuations, the finance department must analyze the situation and report to the general manager for further instructions [8]. Information Disclosure - The company is required to disclose information regarding its foreign exchange hedging activities in accordance with regulations from the China Securities Regulatory Commission and the Shanghai Stock Exchange [9]. - Any significant risks associated with hedging activities must be disclosed promptly if they meet regulatory standards [9]. Definitions and Additional Provisions - The document includes definitions for various hedging instruments such as forward foreign exchange contracts, foreign exchange swaps, and currency swaps [9]. - The policy is subject to revisions based on future legal and regulatory changes [9].