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振德医疗: 振德医疗累积投票制实施细则
Zheng Quan Zhi Xing· 2025-07-23 16:23
Core Points - The article outlines the implementation rules for cumulative voting at the shareholders' meeting of ZhenDe Medical Supplies Co., Ltd, aimed at protecting the interests of minority shareholders and improving corporate governance [1][2] - Cumulative voting allows shareholders to allocate their voting rights in a flexible manner, enabling them to concentrate votes on specific candidates [1][2] - The rules specify the nomination process for board candidates, including requirements for personal information and qualifications [2][3] Group 1 - The cumulative voting system grants each shareholder a number of votes equal to the number of shares held multiplied by the number of directors to be elected [1][2] - The rules state that cumulative voting must be used when electing or replacing two or more directors, while it is optional for single director elections [2][3] - Candidates for the board must provide detailed personal information and commit to fulfilling their duties if elected [3][4] Group 2 - The voting process for cumulative voting is defined, including how votes are calculated and the requirement for a majority to elect directors [4][5] - In cases where candidates receive the same number of votes, a second round of voting will be conducted to determine the elected directors [5] - The implementation rules can be revised by the board of directors based on legal requirements and company circumstances, and they take effect upon approval by the shareholders' meeting [5]
振德医疗: 振德医疗董事离职管理制度
Zheng Quan Zhi Xing· 2025-07-23 16:23
振德医疗用品股份有限公司 董事离职管理制度 (2025 年 7 月制定) 第一章 总则 第一条 为规范振德医疗用品股份有限公司(以下简称"公司"、"本公司") 董事离职程序,确保公司治理结构的稳定性和连续性,维护公司及全体股东的合 法权益,公司根据《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》")、 《上海证券交易所股票上市规则》等 法律、法规和规范性文件以及《公司章程》的有关规定,结合公司实际情况,制 定本制度。 第二条 本制度适用于公司董事(含独立董事)因任期届满、辞职、被解除 职务或其他原因离职的情形。 第三条 公司董事离职管理应遵循以下原则: (一)合法合规原则:严格遵守国家法律法规、监管规定及《公司章程》的 要求; (二)公开透明原则:及时、准确、完整地披露董事离职相关信息; (三)平稳过渡原则:确保董事离职不影响公司正常经营和治理结构的稳定 性; (四)保护股东权益原则:维护公司及全体股东的合法权益。 第二章 离职情形与程序 第四条 公司董事离职包含任期届满未连任、主动辞职、被解除职务以及其 他导致董事实际离职等情形。 第五条 辞职程序 ...
振德医疗: 振德医疗第一期员工持股计划管理办法(修订稿)
Zheng Quan Zhi Xing· 2025-07-23 16:23
第一条 为规范振德医疗用品股份有限公司(以下简称"公司"、"振德医 疗")第一期员工持股计划的实施,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》")、 《中国证监会关于上市公司实施员工持股计划试点的指导意见》 (以下简称"《指 导意见》")等相关法律、法规、规范性文件和《公司章程》、《振德医疗用品 股份有限公司第一期员工持股计划(草案)》(以下简称"本员工持股计划"或 "本计划")之规定,特制定本员工持股计划管理办法。 (修订稿) 第一章 总则 振德医疗用品股份有限公司 第一期员工持股计划管理办法 第二章 员工持股计划的制定 第二条 员工持股计划的目的 公司依据《公司法》、《证券法》、《指导意见》、《信息披露工作指引》 等有关法律、行政法规、规章、规范性文件和《公司章程》的规定,制定了本计 划草案。 公司员工自愿、合法、合规地参与本员工持股计划,持有公司股票的目的在 于建立和完善员工、股东的利益共享机制,改善公司治理水平,提高职工的凝聚 力和公司竞争力,调动员工的积极性和创造性,促进公司长期、持续、健康发展。 第三条 员工持股计划的基本原则 (一)依 ...
振德医疗: 振德医疗董事和高级管理人员薪酬管理制度
Zheng Quan Zhi Xing· 2025-07-23 16:23
Core Points - The article outlines the compensation management system for directors and senior management of Zhengde Medical Supplies Co., Ltd, aiming to establish an effective incentive and restraint mechanism to enhance operational efficiency [1][8] - The compensation management system is based on principles that align compensation structure with long-term company interests, correlate compensation levels with company size and performance, and match compensation with job responsibilities and individual performance [1][3] Summary by Sections General Principles - The system is designed to motivate directors and senior management, ensuring their work aligns with the company's long-term goals [1] - It applies to directors elected by the shareholders and senior management appointed by the board [1] Management Structure - The shareholders' meeting is responsible for reviewing the compensation plans for directors, while the board of directors reviews those for senior management [4] - The compensation and assessment committee of the board is tasked with establishing assessment standards and conducting annual evaluations [4][2] Compensation Composition - Independent directors and non-independent directors not holding other positions in the company receive a fixed director allowance, with no additional compensation or benefits [3] - Non-independent directors holding other positions receive compensation based on their role without additional director allowances [3] - Non-independent directors who are also senior management have a salary structure consisting of a base salary and performance bonuses linked to annual performance targets [3] Compensation Management and Distribution - Compensation is calculated based on actual tenure and performance for directors and senior management who change positions [4] - Directors and senior management, except for independent directors, are required to contribute to social insurance and housing funds [4] Salary Adjustment - The compensation system should support the company's strategic development and can be adjusted based on company performance and external conditions [7] - The board can approve temporary special rewards or penalties for specific matters as supplementary compensation [7] Supplementary Provisions - Any matters not covered by the system or inconsistent with relevant laws or company regulations will follow those regulations [8] - The board is responsible for interpreting the system, which takes effect upon approval by the shareholders' meeting [8]
振德医疗: 振德医疗会计师事务所选聘制度
Zheng Quan Zhi Xing· 2025-07-23 16:23
Core Viewpoint - The article outlines the regulations and procedures for the selection and appointment of accounting firms by Zhengde Medical Supplies Co., Ltd, emphasizing the importance of maintaining audit quality and protecting shareholder interests [1][2]. Group 1: General Principles - The selection of accounting firms must comply with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1]. - The appointment of accounting firms requires approval from the audit committee, board of directors, and shareholders' meeting [1][2]. - The controlling shareholders and actual controllers are prohibited from designating accounting firms or interfering with the independent review process [1]. Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess independent legal status and meet qualifications set by regulatory authorities [2]. - Firms must have a fixed workplace, sound organizational structure, and robust internal management systems [2]. - The firms should have a good reputation and a record of quality, with no criminal penalties related to securities and futures business in the last three years [2]. Group 3: Selection Procedures - The audit committee is responsible for proposing the selection of accounting firms and overseeing the audit process [2][3]. - Various methods such as competitive negotiation, public bidding, and invitation bidding should be employed to ensure fairness in the selection process [4][5]. - The selection process must include a detailed evaluation of the firms based on criteria such as audit fees, qualifications, and quality management [6][7]. Group 4: Evaluation and Reporting - The audit committee must evaluate the performance of the appointed accounting firms annually and report to the board of directors [3][6]. - The evaluation criteria should include audit fee quotes, quality management levels, and risk management capabilities [6][7]. - Any significant changes in audit fees must be disclosed, especially if they exceed a 20% change from the previous year [8]. Group 5: Reappointment and Replacement Procedures - The audit committee must conduct a thorough evaluation before reappointing an accounting firm for the next year [9]. - Specific conditions warranting the replacement of an accounting firm include significant quality defects or delays in audit work [9][10]. - If a firm is replaced during the annual audit period, a temporary appointment must be made, subject to shareholder approval [9][10]. Group 6: Supervision and Penalties - The audit committee must remain vigilant regarding any irregularities in the selection and appointment of accounting firms [28]. - Serious violations by accounting firms can lead to penalties, including dismissal and financial liability for responsible individuals [29][30]. - Both the company and the accounting firms must prioritize information security and comply with relevant laws and regulations [31].
振德医疗: 振德医疗信息披露事务管理制度
Zheng Quan Zhi Xing· 2025-07-23 16:23
General Principles - The company establishes an information disclosure management system to regulate its disclosure behavior and protect investors' rights, in accordance with relevant laws and regulations [1][2] - Information disclosure refers to significant information that may impact the company's stock price and must be disclosed to the public and regulatory authorities in a timely manner [1][2] Disclosure Obligations - Disclosure obligors include the company, its directors, senior management, shareholders, and other relevant parties involved in significant transactions or changes [2] - Information disclosed must be timely, truthful, accurate, complete, and clear, without misleading statements or omissions [2][3] Disclosure Principles - Information must be disclosed simultaneously to all investors, and no advance disclosure is allowed except as required by law [2][3] - Insider information must not be disclosed or used for trading before it is legally disclosed [2][3] Reporting Requirements - The company must disclose periodic reports, including annual, semi-annual, and quarterly reports, which must be audited as per regulations [4][5] - The annual report must be disclosed within four months after the fiscal year-end, while semi-annual and quarterly reports have respective deadlines of two months and one month [5][6] Temporary Reports - The company must immediately disclose significant events that may impact stock prices, including changes in management, major contracts, or financial difficulties [8][9] - Any major changes in the company's operations or financial status must be reported promptly [9][10] Management of Disclosure - The board of directors and senior management are responsible for ensuring timely and accurate disclosures [12][13] - The company must maintain a record of disclosure activities and ensure compliance with internal controls [17][18] Media and Communication - The company’s designated media for disclosures include specific newspapers and the Shanghai Stock Exchange website [18] - Any promotional materials must not contain undisclosed significant information [18][19] Confidentiality and Penalties - Individuals with knowledge of undisclosed information are required to maintain confidentiality and may face penalties for unauthorized disclosures [19][19] - The company reserves the right to pursue legal action against those who disclose information improperly [19]
振德医疗: 振德医疗战略委员会工作细则
Zheng Quan Zhi Xing· 2025-07-23 16:23
振德医疗用品股份有限公司 战略委员会工作细则 (2025 年 7 月修订) 第一章 总则 第一条 为完善振德医疗用品股份有限公司(以下简称"公司")法人治理结 构,提高公司重大决策的专业化水平,加强决策科学性,防范公司在战略和投资 决策中的风险,根据《中华人民共和国公司法》、 《上市公司治理准则》、 《上海证 券交易所上市公司自律监管指引第 1 号——规范运作》、 《上市公司独立董事管理 办法》等有关法律、法规、规范性文件和《振德医疗用品股份有限公司章程》 (以 下简称"公司章程")及其他有关规定,公司特设立董事会战略委员会(以下简 称"战略委员会"),并制定本工作细则。 第二条 战略委员会是董事会下设的专门工作机构,主要负责对公司长期发 展战略和重大投资决策进行研究并提出建议,对提升公司环境、社会和公司治理 (以下简称"ESG")管理水平、增强可持续发展能力提出建议。 第三条 战略委员会应当在董事会授权的范围内独立行使职权,向董事会报 告工作并对董事会负责。 第四条战略委员会应对公司重大战略调整及投资策略进行合乎程序、充分而专业 化的研讨;并对公司重大投资方案进行预审,对重大投资决策进行跟踪。 第五条 公司 ...
振德医疗: 振德医疗投资决策管理制度
Zheng Quan Zhi Xing· 2025-07-23 16:23
General Principles - The investment decision management system aims to standardize the company's external investment behavior, mitigate investment risks, and enhance investment efficiency in accordance with relevant laws and regulations [1][2] - External investments are defined as various forms of investment activities made by the company to obtain future returns or meet operational needs, including equity investments, operational investments, and investments in securities and financial derivatives [1] Investment Classification - External investments are categorized into short-term and long-term investments based on the investment duration, with short-term investments being those that can be liquidated within one year and long-term investments exceeding one year [1] Approval Authority - The company implements a hierarchical approval system for external investments, adhering to the provisions of the Company Law, Listing Rules, and the company's articles of association [2][3] - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and the chairman, each with specific approval authority based on the size and nature of the investment [2][3] Investment Management - The board of directors' office is responsible for managing external investments, including project evaluation, drafting legal documents, and overseeing investment execution [4][5] - The finance department is tasked with financial management of external investments, including tax registration and bank account management [4][5] Decision-Making Procedures - Short-term investment decision-making involves pre-selecting investment opportunities, providing cash flow statements, and following the approval process [6] - Long-term investments require initial evaluations, investment contracts, and adherence to approval processes before formal signing [6][7] Reporting and Auditing - The finance department must maintain comprehensive financial records for external investments and conduct annual audits of both short-term and long-term investments [10] - Invested companies are required to report their operational status and financial statements monthly to the company [10] Information Disclosure - The company must comply with information disclosure obligations as stipulated by the Company Law and other relevant regulations regarding external investments [10]
史上最热夏天,卷出一个最热单品
36氪· 2025-07-19 12:25
Core Viewpoint - The article discusses the rising trend and challenges of sunscreen masks in the context of extreme heat, highlighting consumer experiences, market dynamics, and evolving product offerings in the industry [6][10][23]. Group 1: Consumer Experiences - Young consumers are experiencing unexpected skin darkening despite using sunscreen masks, leading to the realization that heat can also cause skin damage [6][10]. - There is a growing trend among men, especially outdoor workers, to adopt sunscreen masks as a practical solution for sun protection [10][11]. - Consumers are increasingly seeking high-quality, breathable, and aesthetically pleasing sunscreen masks that are also cost-effective [13][26]. Group 2: Market Dynamics - The demand for sunscreen masks has surged, with sales of certain styles outpacing traditional sunscreen products like umbrellas [10][11]. - The price range for sunscreen masks varies significantly, with some basic models costing around 8-10 yuan, while premium options can exceed 100 yuan [11][16]. - The market is seeing an influx of new entrants, including established brands and individual entrepreneurs, all vying for a share of the growing sunscreen mask segment [15][19]. Group 3: Product Development - The materials used in sunscreen masks have evolved from less breathable options to more comfortable fabrics like nylon and spandex, improving user experience [14][27]. - The industry is witnessing a trend towards high-end materials, such as silk, which are perceived as more luxurious and effective for sun protection [27][30]. - Companies are facing challenges with high return rates, particularly in the online retail space, which complicates profitability despite high sales volumes [23][24]. Group 4: Future Outlook - As the summer season winds down, sales of sunscreen masks are expected to decline, prompting businesses to consider inventory management and future product lines [28][30]. - Some manufacturers are exploring alternative sales channels, such as social media and cross-border e-commerce, to enhance profitability and reach [30][32].
稳健医疗携全棉时代亮相链博会 科技创新串起“绿色共赢链”
Zheng Quan Ri Bao· 2025-07-16 13:20
Core Viewpoint - The third China International Supply Chain Promotion Expo showcases the innovative strength and green practices of the cotton industry, with a focus on global sourcing, production, and sales by companies like Steady Medical and Cotton Era [2][3]. Group 1: Event Overview - The expo opened on July 16, featuring Steady Medical and its brand Cotton Era, highlighting the theme "Global Good Cotton, One Cotton One World" [2]. - The event attracted significant attention with immersive experiences such as "Cotton Stories" and real-time connections to production facilities [2][3]. Group 2: Global Production and Market Expansion - The "Global Production" interactive area allowed attendees to witness the transformation of raw cotton into high-quality medical and cotton products [3]. - Steady Medical is expanding its global footprint by investing in production bases in North America and Southeast Asia, while Cotton Era is focusing on the Southeast Asian market and exploring entry into the Middle East and Europe [3]. Group 3: Green Initiatives and Collaborations - A joint initiative called the "Green Win Chain Initiative" was launched, promoting sustainable cooperation in the health sector and enhancing the "green content" of supply chains [3]. - Steady Medical introduced a "Green Operating Room" solution aimed at replacing synthetic materials with cotton, enhancing safety and efficiency in medical settings [4]. Group 4: Technological Innovations - Cotton Era is innovating with core materials like cotton non-woven fabric and gauze, significantly improving production efficiency and expanding applications in daily life [5][6]. - The company’s Cotton Tech continues to push boundaries in softness, breathability, and sustainability, promoting a "cotton lifestyle" as a new choice for comfort and health [6]. Group 5: Future Directions - Both companies aim to deepen their strategies of product leadership, operational excellence, and global vision, positioning Chinese cotton as a "green business card" on the international stage [6].