建筑装饰业
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亚厦股份: 短期理财业务管理制度
Zheng Quan Zhi Xing· 2025-08-12 11:14
Core Viewpoint - Zhejiang Yasha Decoration Co., Ltd. has established a set of regulations for short-term financial management to ensure the safety of its funds and assets while maximizing the utilization of idle funds and increasing company revenue [1][5]. Group 1: Short-term Financial Management Regulations - The short-term financial business refers to the investment in principal-protected financial products or fixed-income securities with a maturity of no more than one year, using idle funds or temporarily idle raised funds [1][2]. - The principles for engaging in short-term financial transactions include ensuring that the funds used do not affect normal business operations, targeting products with expected returns higher than the current RMB fixed deposit rates, and only transacting with legally qualified financial institutions [1][2]. Group 2: Approval and Management Structure - The company's shareholders' meeting serves as the final approval authority for short-term financial activities, while the board of directors has the authority to decide on transactions within certain limits [2][3]. - The finance department is responsible for the execution of short-term financial activities, including financial condition assessments, risk evaluations, and monthly reporting of profit and loss [3][4]. Group 3: Implementation Process - The process for short-term financial activities involves feasibility studies by the finance department, approvals from the general manager and chairman, and adherence to agreements with financial institutions [4]. - Confidentiality measures are in place to ensure that all personnel involved in the financial activities maintain the confidentiality of the company's financial strategies and transactions [4]. Group 4: Applicability and Amendments - The regulations apply to the company and its branches, with subsidiaries encouraged to follow these guidelines [4][5]. - The board of directors retains the right to interpret and amend these regulations in accordance with any changes in laws or company bylaws [5].
亚厦股份: 独立董事专门会议工作细则
Zheng Quan Zhi Xing· 2025-08-12 11:14
Group 1 - The company has established a special meeting for independent directors to ensure effective performance of their duties [1][2] - The special meeting consists entirely of independent directors and is supported by the company for its convening [1][2] - The meeting is convened by a chairperson elected by a majority of independent directors, with the chairperson's term aligned with their tenure as an independent director [1][2] Group 2 - Certain matters must be discussed in the special meeting and require approval from a majority of independent directors before being submitted to the board [2][3] - Independent directors can exercise special powers only after approval from the special meeting, including hiring external consultants and proposing meetings [2][3] - The company is required to disclose any inability to exercise these powers along with the reasons [2][3] Group 3 - The special meeting can be held with a two-thirds attendance of independent directors, and decisions require a majority vote [3][4] - Independent directors must attend the meeting in person or provide written opinions if unable to attend [3][4] - The company must ensure necessary conditions for the meeting, including providing operational information and support from designated departments [3][4] Group 4 - The meeting procedures, voting methods, and resolutions must comply with relevant laws, regulations, and the company's articles of association [4] - Meeting records must be kept for at least ten years, including independent opinions and signatures of attending directors [4] - Confidentiality obligations are imposed on attending independent directors regarding the discussed matters [4] Group 5 - The work rules for the independent directors' special meeting will take effect upon approval by the board [4][5] - Any unresolved matters will be governed by national laws and regulations, and the rules will be amended accordingly [4] - The board holds the authority to interpret these rules [4]
亚厦股份: 非保本理财投资管理制度
Zheng Quan Zhi Xing· 2025-08-12 11:14
Core Points - The company has established a non-principal guaranteed investment management system to enhance the efficiency of idle fund utilization and control investment risks [1][2] - Non-principal guaranteed investments refer to short-term investments in financial products that do not guarantee principal or returns [1] - The investment principles emphasize that such investments should not affect the company's normal operations and should be conducted with qualified financial institutions [1][2] Investment Decision Management - If the total amount of non-principal guaranteed investments exceeds 10% of the latest audited net assets and is over 10 million RMB, board approval is required prior to investment [2] - For investments exceeding 50% of the latest audited net assets or over 50 million RMB, shareholder meeting approval is also necessary [2] - A financial review group is formed to conduct risk-return analysis and submit feasibility reports for investment decisions [2][3] Implementation Process - The finance department assesses the company's financial situation and proposes investment needs based on market conditions [3] - The review group selects at least three qualified institutions for investment and submits the final investment plan for approval [3][4] - The legal department reviews contracts related to non-principal guaranteed investments to ensure compliance [3][4] Risk Control Measures - The company must control the total amount of funds occupied during the investment period, ensuring it does not exceed authorized limits [4] - A collective decision-making process is established involving multiple departments to oversee investment evaluations [4] - Regular tracking and reporting of investment progress and safety are mandated, with immediate reporting of any adverse changes [4][5] Reporting and Supervision - Monthly investment reports are to be submitted to the board and relevant executives within ten days after month-end [5] - The audit department is responsible for supervising the investment activities, ensuring compliance with approval processes and financial management [5] - Confidentiality measures are in place to protect sensitive investment information from unauthorized disclosure [5]
亚厦股份: 累积投票制实施细则
Zheng Quan Zhi Xing· 2025-08-12 11:14
浙江亚厦装饰股份有限公司 第二章 董事候选人的提名 第五条 公司董事会、单独或者合并持有公司股份3%以上的股东有权提名非 独立董事候选人;公司董事会、单独或者合并持有公司已发行股份1%以上的股东 可以提出独立董事候选人;依法设立的投资者保护机构可以公开请求股东委托其 代为行使提名独立董事的权利。独立董事的提名应符合《上市公司独立董事管理 办法》的规定。 (2010年第四次临时股东大会通过,2023年第二次临时股东大会修订,2025年 第一次临时股东大会修订) 第一章 总则 第一条 为完善公司法人治理结构,规范公司选举董事的行为,维护公司中 小股东的利益,切实保障社会公众股东选择董事的权利,根据《公司法》《上市 公司治理准则》、 《关于加强社会公众股股东权益保护的若干规定》及《浙江亚厦 装饰股份有限公司章程》 (以下简称"《公司章程》")等的有关规定,特制定本实 施细则。 第二条 本实施细则所称累积投票制,是指公司股东会在选举董事时,股东 所持的每一有效表决权股份拥有与该次股东会应选董事总人数相等的投票权,股 东拥有的投票权总数等于该股东持有股份数与应选董事总人数的乘积,并可以集 中使用,即股东可以用所有的投票 ...
亚厦股份: 关联交易决策制度
Zheng Quan Zhi Xing· 2025-08-12 11:14
Core Points - The article outlines the management of related party transactions for Zhejiang Yasha Decoration Co., Ltd, emphasizing fairness, justice, and transparency in transactions with related parties [1][2] - The company establishes principles for related party transactions, including adherence to market standards and avoidance of conflicts of interest [1][3] Related Party Transactions - Related party transactions involve the transfer of resources or obligations between the company and its related parties, which include both legal entities and natural persons [1][2] - The company must ensure that transactions do not harm the legitimate rights and interests of non-related shareholders [1][3] Decision-Making Authority - Transactions below RMB 300,000 with natural persons or RMB 3,000,000 with legal entities require approval from the chairman [3][4] - Significant transactions exceeding RMB 30,000,000 or 5% of the company's net assets must be approved by the shareholders' meeting [3][4] Disclosure Requirements - Transactions with amounts over RMB 300,000 with natural persons or RMB 3,000,000 with legal entities must be disclosed promptly [11][12] - The company must provide detailed information about the nature of the transaction, its impact on financial status, and whether it harms minority shareholders' interests [11][12] General Provisions - The company must maintain records of decisions related to related party transactions for at least ten years [14] - The provisions outlined in the document will take effect upon approval by the shareholders' meeting [15]
亚厦股份: 外部信息使用人管理制度
Zheng Quan Zhi Xing· 2025-08-12 11:14
Core Points - The company has established a system to enhance information disclosure management, ensuring fair disclosure and preventing insider trading [1][2] - The board of directors is the highest management body for external information reporting, with the board secretary responsible for daily management [1][2] - Confidentiality obligations are imposed on directors and senior management during the preparation of periodic and temporary reports, as well as during significant matters [2][3] Information Reporting Management and Process - Directors and senior management must comply with relevant laws and company regulations regarding information disclosure [2][3] - Prior to public disclosure of periodic reports, no information should be disclosed to external parties without legal basis [2][3] - A written approval form must be submitted before any external information is reported, requiring multiple levels of approval [2][3] Responsibility and Emergency Measures - Individuals responsible for external information reporting must ensure the accuracy and completeness of the information [3][4] - In case of unauthorized disclosure of confidential information, the company must be notified immediately, and it will report to the Shenzhen Stock Exchange [3][4] - Legal actions will be pursued against external parties who misuse undisclosed information, including potential criminal charges [4][5]
亚厦股份: 突发事件处理制度
Zheng Quan Zhi Xing· 2025-08-12 11:14
Core Viewpoint - The company has established a comprehensive emergency management system to effectively handle sudden events that may impact its operations, finances, reputation, and stock price, ensuring the protection of investor interests and market stability [1][2]. Group 1: Emergency Management Framework - The emergency management system is designed to prevent and mitigate the impact of sudden events on the company's operations and assets [1]. - The system applies to the company and its subsidiaries, focusing on the prevention and handling of sudden events [1]. - Sudden events are categorized based on their social harm and impact, including governance, operational, policy and environmental, and information-related events [1][2]. Group 2: Organizational Structure and Responsibilities - An emergency response leadership group is established, led by the chairman and including senior management and relevant department heads [2]. - The leadership group is responsible for decision-making and deployment regarding emergency responses and external communications [2]. Group 3: Prevention and Monitoring Mechanisms - The company will implement preventive measures against potential sudden events and regularly monitor relevant factors [2][3]. - Department heads are required to conduct regular checks and report on potential risks to ensure timely control of emerging issues [2]. Group 4: Emergency Response Procedures - Upon occurrence of a sudden event, immediate measures must be taken to control the situation and initiate the relevant emergency plan [5]. - The leadership group will convene to assess the nature and severity of the event and organize a response team as necessary [5]. - Specific measures for different types of sudden events are outlined, including governance, operational, policy, and information-related responses [5]. Group 5: Reporting and Communication - The company must report significant events to regulatory bodies promptly, ensuring accurate and timely communication [5][6]. - All personnel involved in the emergency response must adhere to confidentiality principles and avoid disclosing sensitive information [7]. Group 6: Post-Event Management - After an event concludes, the leadership group will evaluate the situation, report findings to regulatory authorities, and analyze lessons learned [8]. - The company will revise emergency plans based on experiences from the event to enhance future preparedness [8]. Group 7: Support and Training - The company will ensure adequate resources, including personnel, materials, and training, to support emergency response efforts [8]. - Training programs will be implemented to enhance awareness and capabilities related to emergency management among employees [8]. Group 8: Accountability and Recognition - The company will implement a system of accountability for emergency management, rewarding outstanding contributions and addressing failures in reporting or management [9].
亚厦股份: 董事离职管理制度
Zheng Quan Zhi Xing· 2025-08-12 11:14
浙江亚厦装饰股份有限公司 第三条 公司董事离职包含任期届满未连任、主动辞职、解任以及其他导致 董事实际离职等情形。 第四条 董事任期届满未获连任的,自股东会决议通过新一届董事会任职事 项之日自动离职。 第五条 董事可以在任期届满以前辞任。董事辞任应当向公司提交书面辞职 报告,公司收到辞职报告之日辞任生效,公司将在两个交易日内披露有关情况。 董事应当在辞职报告中说明辞职时间、辞职原因、辞去的职务、辞职后是否 继续在上市公司及其控股子公司任职(如继续任职,说明继续任职的情况)等情 况。 第一章 总则 第一条 为规范浙江亚厦装饰股份有限公司(以下简称"公司")董事离职管 理,保障公司治理结构的稳定性和连续性,维护公司及股东的合法权益,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》(以 下简称"《证券法》")等相关法律、法规和《浙江亚厦装饰股份有限公司章程》 (以下简称"《公司章程》")的有关规定,制定本规则。 第二条 本制度适用于公司全体董事(含独立董事)的辞任、任期届满、解 任或其他原因离职的情形。 第二章 离职情形及生效时间 独立董事在任期届满前提出辞职的,还应当在辞职报告中 ...
亚厦股份: 对外担保管理制度
Zheng Quan Zhi Xing· 2025-08-12 11:14
Core Viewpoint - The company has established a comprehensive system for managing external guarantees to protect investor interests and control operational risks, ensuring healthy and stable development [1][2]. Group 1: General Principles - The company aims to maintain investor interests and regulate its guarantee behavior to control asset operation risks [1]. - Guarantees include various forms such as loan guarantees, bank letters of credit, and other financial assurances [1]. - All directors and senior management must carefully manage and strictly control the debt risks associated with external guarantees [1]. Group 2: Guarantee Management - External guarantees must be approved by the board of directors or shareholders' meeting according to the company's articles of association [2]. - The company implements unified management of external guarantees, prohibiting guarantees without board or shareholder approval [2]. Group 3: Guarantee Objects - The company can provide guarantees for entities with independent legal status that meet specific criteria, including subsidiaries and joint ventures with strong debt repayment capabilities [7]. - Any guarantees for other companies must follow strict procedures and receive board or shareholder approval, along with necessary counter-guarantees [7][8]. Group 4: Guarantee Investigation - Prior to granting a guarantee, the company must assess the credit status of the guaranteed party and analyze the associated risks and benefits [4]. - The guarantee applicant must provide comprehensive documentation, including financial reports and analyses of repayment capabilities [5]. Group 5: Guarantee Approval - Guarantees exceeding 10% of the company's latest audited net assets or 50% of total assets require shareholder approval after board review [6]. - Related parties must abstain from voting on guarantee matters to avoid conflicts of interest [6]. Group 6: Contractual Obligations - Guarantee contracts must comply with legal standards and clearly define all parties and obligations [8]. - The company must ensure that any counter-guarantees are adequate and legally compliant [8]. Group 7: Risk Management - The finance department is responsible for managing guarantee contracts and monitoring the repayment obligations of the guaranteed parties [26]. - The company must take proactive measures to address potential risks and report any issues to the board [29]. Group 8: Information Disclosure - The board office is tasked with disclosing guarantee information in compliance with regulatory requirements [11]. - Any violations in guarantee practices must be disclosed promptly, and corrective actions should be taken to minimize losses [12]. Group 9: Accountability - Directors and senior management who violate guarantee procedures may face accountability for any resulting damages [39]. - The board has the authority to impose penalties based on the severity of losses or risks incurred [41].
亚厦股份: 内幕信息知情人员登记管理制度
Zheng Quan Zhi Xing· 2025-08-12 11:14
浙江亚厦装饰股份有限公司 (第六届董事会第十五次会议) 第一章 总则 第一条 为进一步规范浙江亚厦装饰股份有限公司(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性,以保 护广大投资者的利益,根据《中华人民共和国公司法》、《中华人民共和国证 券法》、《深圳证券交易所上市规则》、《关于上市公司建立内幕信息知情人 登记管理制度的规定》等有关法律法规及《公司章程》的相关规定,制定本制 度。 第二条 本制度的适用范围为:公司各职能部门、分公司、控股子公司,公 司董事、高级管理人员及可以接触、获取公司内幕信息的人员。 第三条 公司内幕信息登记管理工作由公司董事会负责,董事会秘书组织实 施,当董事会秘书不能履行职责时,由证券事务代表代行董事会秘书的职责。 董事会应当对登记名单的真实性、准确性和完整性负责。未经董事会批准同 意,公司任何部门和个人不得向外界泄露、报道、传送有关涉及公司内幕信息 及信息披露的内容。 第四条 公司证券部为内幕信息登记管理工作的日常工作部门。 第二章 内幕信息及内幕信息知情人 第五条 本制度所指内幕信息是指为内幕人员所知悉的涉及公司的经营、财 务或者对公司证券及 ...