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华测导航: 董事会专门委员会工作细则
Zheng Quan Zhi Xing· 2025-08-07 13:17
General Provisions - The purpose of the work rules is to improve the corporate governance structure of Shanghai Huace Navigation Technology Co., Ltd. and to enhance the effectiveness of the board of directors in fulfilling its responsibilities [1] - The board of directors has established four specialized committees: Audit Committee, Strategy and Investment Committee, Compensation and Assessment Committee, and Nomination Committee [1][2] Committee Composition - All members of the specialized committees are composed of directors [2] - The Audit Committee consists of three directors, including at least two independent directors, one of whom must be a professional accountant [2][3] Responsibilities - The Audit Committee is responsible for reviewing financial information, supervising external and internal audits, and ensuring effective internal controls [4][5] - The Strategy and Investment Committee focuses on long-term development strategies and major investment decisions [28] - The Compensation and Assessment Committee is tasked with developing assessment standards for directors and senior management, as well as reviewing compensation policies [29] - The Nomination Committee is responsible for proposing candidates for directors and senior management positions [30] Meeting Procedures - Specialized committees can hold meetings in person or via written resolutions, with in-person meetings being the primary method [31] - The Audit Committee holds quarterly meetings, while other committees meet as needed [32] - A quorum for meetings requires the presence of at least two-thirds of committee members [35] Reporting and Documentation - Decisions made by the committees must be reported in writing to the board of directors [42] - The Audit Committee must submit an annual report detailing its activities and the results of its meetings [26]
华测导航: 董事会议事规则
Zheng Quan Zhi Xing· 2025-08-07 13:17
Core Points - The document outlines the rules for the board of directors of Shanghai Huace Navigation Technology Co., Ltd, aiming to standardize meeting procedures and decision-making processes [1][12] - It specifies the frequency of meetings, proposal procedures, and voting mechanisms to ensure effective governance [2][3] Group 1: Meeting Procedures - The board must hold at least two regular meetings annually, with the secretary responsible for daily affairs [2][3] - Proposals for regular meetings must be formed after consulting all directors, and the chairman can request modifications if necessary [2][3] - Emergency meetings can be called under specific circumstances, with proposals needing to be submitted in writing [5][6] Group 2: Notification and Attendance - Notifications for regular and emergency meetings must be sent out ten and five days in advance, respectively, with confirmation required for non-direct delivery [8][9] - A quorum for meetings requires the presence of more than half of the directors, and the general manager and secretary must attend [11][12] - Directors are expected to attend in person, but can delegate their voting rights under certain conditions [4][11] Group 3: Voting and Decision-Making - Voting is conducted by a show of hands or named ballot, with each director having one vote [17][19] - Decisions require a majority of the directors present, and specific matters may require a higher threshold [19][20] - Directors must abstain from voting on matters where they have a conflict of interest [20][21] Group 4: Documentation and Record-Keeping - Meeting records must include details such as date, attendees, agenda, and voting results [26][29] - Records must be signed by attending directors, and any dissenting opinions can be noted [27][28] - Meeting documentation must be preserved for at least ten years [29][30]
华测导航: 内部审计制度
Zheng Quan Zhi Xing· 2025-08-07 13:17
Core Viewpoint - The internal audit system of Shanghai Huace Navigation Technology Co., Ltd. aims to standardize internal audit work, enhance audit quality, and protect investors' rights and interests, in accordance with relevant laws and regulations [1][2]. Group 1: Internal Audit Definition and Principles - Internal audit is defined as an evaluation activity conducted by an internal audit institution to assess the effectiveness of internal controls, risk management, and the authenticity and completeness of financial information [1]. - The internal audit work adheres to the principles of legality, independence, objectivity, and fairness [1]. Group 2: Internal Audit Organization and Personnel - The internal audit institution operates independently and is not under the leadership of the finance department [2]. - A dedicated head of the internal audit institution is appointed by the board of directors based on the nomination of the audit committee [2]. - Internal audit personnel must possess relevant professional knowledge and capabilities related to auditing, accounting, and management [2]. Group 3: Responsibilities of the Internal Audit Institution - The internal audit institution is responsible to the board of directors and must report its work to the audit committee [3]. - The audit committee supervises and evaluates the internal audit work, guiding the establishment and implementation of the internal audit system [3][4]. - The internal audit institution must conduct evaluations of internal controls, financial data, and compliance with laws and regulations [4]. Group 4: Internal Audit Work Process - The internal audit process includes determining annual audit priorities, defining audit subjects, and conducting audits through various methods such as reviewing documents and interviewing personnel [9]. - The internal audit institution must focus on the integrity and effectiveness of internal controls related to significant transactions, including investments, asset purchases, and related party transactions [10][11]. Group 5: Reporting and Disclosure - The internal audit institution is required to submit an internal audit report to the board of directors or the audit committee at least once a year [5]. - The board of directors must disclose any significant deficiencies or risks in internal controls to the Shenzhen Stock Exchange if identified [6]. Group 6: Supervision and Management - The company must establish a mechanism for the motivation and restraint of the internal audit institution, evaluating the performance of internal audit personnel [30]. - Any obstruction or misconduct by departments or individuals against the internal audit institution may lead to administrative penalties or economic responsibility [31][32].
北斗星通: 监事会决议公告
Zheng Quan Zhi Xing· 2025-03-26 13:14
Core Viewpoint - The supervisory board of Beijing Beidou Xingtong Navigation Technology Co., Ltd. held its 13th meeting of the 7th session, where several key reports and proposals were approved for the 2024 fiscal year, including the annual report and financial statements, which will be submitted for shareholder approval. Group 1: Meeting Details - The meeting was held on March 25, 2025, in a combination of in-person and communication methods, with all three supervisory board members participating [1]. - The meeting was chaired by Wang Jianru, and the convening and proceedings complied with relevant laws and regulations [1]. Group 2: Reports and Proposals Approved - The 2024 Supervisory Board Report was approved with a unanimous vote of 3 in favor [2]. - The full text and summary of the 2024 Annual Report were also approved, confirming compliance with legal and regulatory requirements [2]. - The 2024 Financial Settlement Report was approved unanimously [2]. - A proposal for no profit distribution for the 2024 fiscal year was approved, indicating no cash dividends, bonus shares, or capital reserve transfers [3]. - The special explanation regarding the storage and use of raised funds for 2024 was approved, confirming compliance with regulations [4]. - The 2024 Internal Control Self-Evaluation Report was approved, reflecting the company's internal control system's effectiveness [4]. - A proposal for recognizing credit impairment losses and asset impairment losses was approved, ensuring accurate financial representation [4]. - A proposal for changes in accounting policies was also approved [5].