密封件制造
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密封科技: 薪酬与考核委员会工作细则
Zheng Quan Zhi Xing· 2025-05-14 11:20
Core Points - The company has established a Compensation and Assessment Committee to enhance the evaluation system for directors and senior management [2][3] - The committee is responsible for researching assessment standards and proposing compensation policies for directors and senior management [2][3] - The committee consists of three directors, with independent directors making up more than half [3] - The committee's term aligns with that of the board, and it can be re-elected [3] - The committee is supported by a working group from the finance and human resources departments [3][8] - The committee is tasked with developing assessment standards and compensation policies, including stock incentive plans [8][4] - Recommendations from the committee regarding compensation must be approved by the board and then submitted to the shareholders' meeting for approval [4][8] - The committee must hold at least one meeting annually, with provisions for additional meetings as needed [6][7] - The assessment process for directors and senior management includes self-evaluations and performance metrics [13][14] - The committee can invite directors and senior management to attend meetings when necessary [15] - The committee has confidentiality obligations regarding the matters discussed in meetings [18]
密封科技: 年报信息披露重大差错责任追究制度
Zheng Quan Zhi Xing· 2025-05-14 11:20
Core Points - The company aims to enhance its operational standards and ensure the authenticity, accuracy, completeness, and timeliness of its annual report disclosures [1] - The company has established a system to hold responsible parties accountable for significant errors in annual report disclosures [2][3] - The criteria for identifying significant accounting errors in financial reports are outlined, including thresholds based on total assets, net assets, revenue, and net profit [4][5] Group 1 - The company’s financial personnel must strictly adhere to accounting standards and internal control systems to ensure accurate financial reporting [1][2] - Significant errors in annual report disclosures include major accounting errors, substantial omissions, and discrepancies in performance forecasts [2][3] - The company will pursue accountability for significant errors, with a focus on direct and primary responsibility among board members and financial department heads [6][7] Group 2 - The company defines major accounting errors as those that could influence users' judgments about its financial status and results [3][4] - Specific thresholds for recognizing significant accounting errors include errors exceeding 5% of audited total assets, net assets, revenue, or net profit [4][5] - The company will take corrective actions and disclose any significant errors in previously published financial reports according to regulatory guidelines [5][6] Group 3 - The company’s board secretary is responsible for collecting and summarizing information related to significant errors, investigating causes, and preparing reports for board review [5][6] - The company will implement penalties for responsible parties based on the severity of the errors, including potential job-related consequences [7][8] - The board will disclose decisions regarding accountability for significant errors through temporary announcements [7][8]
密封科技: 征集投票权实施细则
Zheng Quan Zhi Xing· 2025-05-14 11:20
General Provisions - The company aims to protect shareholder interests and encourage participation in management by establishing rules for the solicitation of voting rights during shareholder meetings [1][2] - The solicitation of voting rights must be conducted in a non-compensatory manner [1] Entities Eligible to Solicit Voting Rights - The following entities can solicit voting rights from shareholders: the company's board of directors, independent directors, shareholders holding more than 1% of voting shares, and investor protection organizations established by law [1][2] Procedures for Soliciting Voting Rights - The board of directors must obtain approval from more than half of its members to solicit voting rights, while independent directors require unanimous consent [2] - Solicitors must gather voting rights for all matters to be voted on at the shareholder meeting, and shareholders must delegate their voting rights to the same solicitor [2][3] Content and Format of Solicitation Reports - Solicitors must publish a solicitation report detailing the voting plan, including specific procedures for shareholders to delegate their voting rights [3][4] - The report must be published at least ten days before the meeting for shareholders acting as solicitors, and fifteen days for other solicitors [4] Responsibilities and Legal Compliance - Solicitors and shareholders must ensure that all materials related to the solicitation are truthful, accurate, and complete, with no misleading statements or omissions [2][5] - Solicitors must hire a law firm or notary to verify the solicitation process and provide legal opinions on the validity of the solicitation [3][5] Content of the Solicitation Authorization Letter - The authorization letter must include specific voting instructions, details of each voting matter, and the consequences of the delegation [5][6] - It must also specify whether the solicitor can vote according to their discretion on matters without explicit instructions from the shareholder [5][6] Documentation Requirements - The documents required for the authorization must be submitted no later than 48 hours before the meeting [7][8] - Solicitors must present necessary identification and documentation to register for the meeting and exercise the solicited voting rights [8][9] Final Provisions - The rules established by the board of directors will take effect upon approval and can be amended as necessary [9]
密封科技: 内幕信息知情人登记管理制度
Zheng Quan Zhi Xing· 2025-05-14 11:20
Core Points - The article outlines the insider information management system of Yantai Shichuan Sealing Technology Co., Ltd, emphasizing the importance of confidentiality and compliance with relevant laws and regulations [2][9]. Group 1: Insider Information Management - The company establishes a system to manage insider information, ensuring compliance with the Company Law, Securities Law, and other relevant regulations [2][9]. - The Board of Directors is responsible for managing insider information, maintaining accurate and complete records of insider information personnel [3][4]. - The Board Secretary is designated as the head of insider information confidentiality, responsible for the registration and documentation of insider information personnel [3][4]. Group 2: Responsibilities and Obligations - Insider information personnel must maintain confidentiality and are prohibited from trading company securities or disclosing insider information before it is publicly announced [4][5]. - The company must conduct self-inspections regarding insider trading activities and report any violations to the relevant authorities [5][8]. - The company reserves the right to pursue accountability for any violations of insider information management, including disciplinary actions against responsible individuals [8][9]. Group 3: Documentation and Reporting - The company is required to maintain detailed records of insider information personnel, including their names, positions, and the nature of the insider information they are privy to [6][7]. - A memorandum of significant events must be created during major transactions, documenting key decision-making points and involved personnel [6][7]. - The company must report any insider trading activities to the Shenzhen Stock Exchange and disclose the results of any investigations within specified timeframes [8][9].
密封科技: 董事会战略与ESG委员会工作细则
Zheng Quan Zhi Xing· 2025-05-14 11:20
General Overview - The company establishes a Board Strategy and ESG Committee to enhance its management level in environmental, social, and governance (ESG) aspects, improve decision-making processes, and ensure the scientific nature of development planning and strategic decisions [1][2] Committee Composition - The committee consists of five directors, with independent directors accounting for more than half [2] - The committee is chaired by the chairman of the board, who is responsible for convening meetings [2] Responsibilities and Authority - The committee's main responsibilities include researching and proposing suggestions on the company's long-term development strategy, ESG strategy, and major investment decisions [3][4] - It is tasked with reviewing and submitting ESG-related disclosure documents, including annual ESG reports, to the board [3][4] - The committee monitors the implementation of ESG work and addresses related risks and opportunities [3][4] Meeting Rules - The committee must hold at least one meeting annually, with provisions for emergency meetings [4] - A quorum of two-thirds of the committee members is required for meetings, and decisions must be approved by a majority [4][5] Documentation and Confidentiality - Meeting records must be accurate and reflect the opinions of attendees, and members have confidentiality obligations regarding meeting discussions [5]
密封科技: 董事和高级管理人员所持本公司股份及其变动管理制度
Zheng Quan Zhi Xing· 2025-05-14 11:20
General Principles - The document outlines the management system for the shares held by directors and senior management of Yantai Shichuan Sealing Technology Co., Ltd, aiming to strengthen the management of shareholding and clarify related procedures [1][2] - The system is based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] Shareholding and Trading Regulations - The shares held by directors and senior management include those registered in their names and those held through others' accounts, including shares in margin trading accounts [2][3] - Before trading the company's shares, directors and senior management must be aware of prohibitions against insider trading and market manipulation as per applicable laws [2][3] Reporting and Disclosure Requirements - Directors and senior management must notify the board secretary in writing of their trading plans before buying or selling shares, and the board secretary must verify compliance with disclosure and major event regulations [2][3] - Personal information of directors and senior management must be reported to the stock exchange within specified timeframes, including changes in their shareholding status [3][4] Lock-up and Transfer Restrictions - Shares held by directors and senior management may be subject to lock-up periods and transfer restrictions under certain conditions, such as during public offerings or equity incentive plans [5][6] - Specific conditions under which shares cannot be transferred include the first year after the company's stock listing and six months after leaving the company [6][7] Trading Limitations - Directors and senior management are limited to transferring no more than 25% of their shares annually, with exceptions for certain circumstances like judicial enforcement [6][7] - New shares acquired through various means are subject to specific transfer limits in the year of acquisition [7][8] Insider Information and Compliance - The company must ensure that individuals with insider information do not engage in trading activities, including family members and controlled entities [8][9] - Violations of trading regulations may result in the company recovering profits and disclosing relevant information as required by law [9][10] Responsibilities and Accountability - The chairman of the board is responsible for overseeing the management of shareholding by directors and senior management, while the board secretary manages the reporting and compliance processes [12][13] - Any violations of the trading rules may lead to legal consequences, including civil liability and potential criminal prosecution [13][14]
密封科技: 董事会秘书工作细则
Zheng Quan Zhi Xing· 2025-05-14 11:20
General Provisions - The company establishes rules to regulate the behavior of the board secretary, ensuring they fulfill their duties diligently and efficiently according to relevant laws and regulations [1][2] - The board secretary is a senior management position responsible for the company and the board [1] Appointment and Dismissal of the Board Secretary - The board secretary must meet specific qualifications, including good professional ethics, necessary knowledge, and experience [2][3] - The board secretary is nominated by the chairman and appointed by the board, with a requirement for a written commitment to fulfill their duties [2] - The company must provide valid reasons for dismissing the board secretary and cannot dismiss them without cause [2][3] Responsibilities of the Board Secretary - The board secretary is responsible for coordinating information disclosure, managing insider information, and overseeing investor relations [3][4] - They must ensure compliance with legal and regulatory requirements and report any significant breaches to the Shenzhen Stock Exchange [3][4] - The company must support the board secretary in their duties, providing access to financial and operational information [4] Additional Provisions - The company may appoint a securities affairs representative to assist the board secretary, who will assume responsibilities if the board secretary is unable to perform their duties [5] - The rules established by the board will take effect upon approval and can be modified as necessary [5]
密封科技: 信息披露与投资者关系管理制度
Zheng Quan Zhi Xing· 2025-05-14 11:20
Core Points - The document outlines the information disclosure system of Yantai Shichuan Sealing Technology Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] - It defines "major information" as information that could significantly impact the trading price of the company's securities [1][2] - The company emphasizes the importance of timely, accurate, and complete disclosure of information to maintain transparency and investor trust [1][3] Information Disclosure Obligations - Information disclosure obligors include the company, its directors, senior management, shareholders, and other relevant parties [2][3] - The chairman of the board is the ultimate responsible person for information disclosure, while the board secretary is responsible for executing and coordinating disclosure matters [2][3] - The company must adhere to the basic principles established by relevant regulations and guidelines for information disclosure [2][3] Major Information Reporting and Disclosure - Internal responsible persons must report any major events to the board secretary promptly, who will determine if the event qualifies as "major information" [6][7] - Confidentiality measures must be taken before disclosing major information, including limiting the number of informed individuals and using code names for sensitive information [7][8] - The company must disclose information regarding significant events that could affect the trading price of its securities, including financial performance changes and legal issues [8][9] Reporting Procedures - The company must follow specific internal approval procedures for information disclosure, including drafting and reviewing documents by the board secretary [23][24] - Any leaks of major information or abnormal trading must be reported to the stock exchange immediately [25][26] - The company must ensure that all investors receive the same information simultaneously, avoiding selective disclosure [29][30] Investor Relations Management - The board secretary is responsible for managing investor relations and ensuring effective communication with investors [27][28] - The company must provide equal access to information for all investors and avoid private disclosures to specific individuals or institutions [29][30] - Investor communication activities should be documented, and any interviews or surveys must be approved by the board secretary [31][32] Accountability for Disclosure Violations - Individuals responsible for information disclosure who violate regulations may face penalties, including warnings or termination [52][53] - The company must address any significant errors in annual reports and disclose corrective actions taken [56][57] - The board of directors is responsible for determining penalties for disclosure violations and must ensure that responsible individuals have the opportunity to present their case [60][61]
密封科技: 董事会向经理层授权管理制度
Zheng Quan Zhi Xing· 2025-05-14 11:20
Core Points - The company has established a decision-making system to implement the three-year action plan for state-owned enterprise reform, clarifying the board's authority over the management team [1] - The board's authorization to the management team is based on principles such as prudent authorization, limited scope of authorization, and timely adjustment [1][3] - The management team is authorized to handle transactions under specific conditions, including asset totals and revenue thresholds, ensuring that these do not exceed 10% of the company's audited financial figures [2] Authorization Principles - Authorization should prioritize risk prevention and be strictly limited to the scope defined by the shareholders' meeting [1][3] - The management team must operate within the authorized scope and may adjust decisions based on significant changes in external conditions [4] Authorization Types - The authorization matters are categorized into long-term and temporary authorizations, with the latter being defined through board resolutions [2] - Major decisions by the authorized personnel must follow party organization procedures and consider employee representatives' opinions [5] Implementation and Compliance - The board is responsible for the interpretation of the authorization system, which must comply with national laws and regulations [5][6] - Any inconsistencies with future laws or regulations will require timely amendments to the authorization system [5]
密封科技: 募集资金管理办法
Zheng Quan Zhi Xing· 2025-05-14 11:20
烟台石川密封科技股份有限公司 第一章 总则 第一条 为了加强、规范烟台石川密封科技股份有限公司(以下简称"公 司")发行股票募集资金的管理,提高其使用效率和效益,根据《中华人民共 《上市公司监管指引第 2 号—上市公司募集资金管理和使用的监 和国公司法》、 管要求》等法律、法规、规范性文件及《烟台石川密封科技股份有限公司章程》 (以下简称"《公司章程》")的相关规定,制定本办法。 第二条 本办法所指的"募集资金",是指公司通过公开发行证券(包括 首次公开发行股票、配股、增发、发行可转换公司债券、分离交易的可转换公 司债券、公司债券、权证等)以及非公开发行证券向投资者募集并用于特定用 途的资金。 本办法所称超募资金是指实际募集资金净额超过计划募集资金金额的部 分。 第三条 公司董事会应当对募集资金投资项目的可行性进行充分论证, 确信投资项目具有较好的市场前景和盈利能力,有效防范投资风险,提高募集 资金使用效益。 公司的董事和高级管理人员应当勤勉尽责,督促公司规范使用募集资金, 自觉维护公司募集资金安全,不得参与、协助或纵容上市公司擅自或变相改变 募集资金用途。 第四条 募集资金投资项目(以下简称"募投项目")通 ...