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科力装备: 理财产品管理制度
Zheng Quan Zhi Xing· 2025-06-13 08:20
Core Viewpoint - The document outlines the financial product management system of Hebei Keli Automotive Equipment Co., Ltd., aiming to regulate the company's financial transactions, ensure the safety of funds, and enhance the utilization of idle funds through low-risk financial products [1][2]. Chapter 1: General Principles - The purpose of the financial product management system is to standardize the financial trading behavior of the company and its subsidiaries, ensuring the safety of funds and property [1]. - Financial product management refers to the buying and selling of short-term, low-risk financial products using idle funds, with investment periods not exceeding one year [1]. - The principles for engaging in financial product transactions include using only idle self-owned funds and authorized idle raised funds, ensuring high safety and low risk of the financial products, and conducting transactions only with legally qualified financial institutions [1][2]. Chapter 2: Management Authority for Financial Products - The approval authority for financial product transactions is defined, requiring board approval for transactions exceeding 10% of the latest audited net assets or 1 million yuan, and shareholder approval for transactions exceeding 50% or 5 million yuan [2]. - If frequent transactions make it difficult to follow the approval process, the company can estimate investment ranges and limits, with a maximum duration of 12 months for the approved amounts [3]. Chapter 3: Implementation Process for Financial Products - The financial department is responsible for the execution of financial product transactions, including assessing the company's financial status and cash flow [3]. - The audit department supervises the financial product transactions, ensuring compliance with approval processes and monitoring the actual operations and fund usage [3][4]. - The securities department is tasked with information disclosure related to financial product transactions, following relevant regulations [4]. Chapter 4: Confidentiality and Risk Management - Confidentiality measures are established to ensure that the approval, application, and operation of financial products are independent and supervised by the audit department [5]. - The financial department must monitor the investment direction and progress of financial products, reporting any adverse factors to the financial head and audit department [5]. Final Provisions - Any matters not covered by this system will be executed according to relevant national laws and regulations, with the board of directors responsible for interpretation and revision [5].
科力装备: 关联交易管理制度
Zheng Quan Zhi Xing· 2025-06-13 08:20
河北科力汽车装备股份有限公司 关联交易管理制度 河北科力汽车装备股份有限公司 第一章 总则 第一条 为了规范河北科力汽车装备股份有限公司(以下简称"公司")的 关联交易,确保公司的关联交易行为不损害公司和非关联股东的合法权益,根据 《中华人民共和国公司法》《中华人民共和国证券法》《深圳证券交易所创业板 股票上市规则》(以下简称"《上市规则》")、《深圳证券交易所上市公司自 律监管指引第2号——创业板上市公司规范运作》《深圳证券交易所上市公司自 律监管指引第7号——交易与关联交易》《上市公司监管指引第8号——上市公司 资金往来、对外担保的监管要求》等法律、法规、规范性文件及《河北科力汽车 装备股份有限公司章程》(以下简称"《公司章程》")的有关规定,特制定本 制度。 第二条 公司关联交易应遵循以下原则: (一)诚实信用、平等、自愿、公平、公开、公允的原则; (二)不得损害公司和非关联股东的利益; (三)关联股东及关联董事回避原则。 河北科力汽车装备股份有限公司 关联交易管理制度 (一)购买或者出售资产; (二)对外投资(含委托理财、对子公司投资等,设立或者增资全资子公司 除外); (三)提供财务资助(含委托贷款 ...
科力装备: 股东会网络投票实施细则
Zheng Quan Zhi Xing· 2025-06-13 08:20
Core Viewpoint - The article outlines the implementation details of the online voting system for shareholder meetings of Hebei Keli Automotive Equipment Co., Ltd, aiming to standardize the voting process and protect investors' rights [1][2]. Group 1: Voting Mechanism - The online voting system allows all registered shareholders to exercise their voting rights through either on-site or online methods, with only one method being valid for each voting right [2]. - The company must provide clear instructions regarding the voting code, voting abbreviation, voting time, and proposal details in the shareholder meeting notice [5]. - The voting period for the online system starts at 9:15 AM on the day of the shareholder meeting and ends at 3:00 PM on the same day [13]. Group 2: Voting Procedures - Shareholders must authenticate their identity to vote through the internet voting system, requiring either a digital certificate or an investor service password from the Shenzhen Stock Exchange [14]. - Votes cast through the online system cannot be changed once submitted [15]. - For non-cumulative voting proposals, shareholders must clearly indicate their agreement, opposition, or abstention [18]. Group 3: Vote Counting and Reporting - Votes from multiple accounts held by the same shareholder are aggregated for counting purposes, and the first valid vote is recorded if multiple votes are cast [6][19]. - The company must separately count and disclose voting results that affect the interests of minority investors [23]. - After the shareholder meeting, shareholders can check their voting results through the trading client of their securities company [26].
科力装备: 募集资金管理制度
Zheng Quan Zhi Xing· 2025-06-13 08:20
河北科力汽车装备股份有限公司 募集资金管理制度 河北科力汽车装备股份有限公司 第一章 总 则 第一条 为规范河北科力汽车装备股份有限公司(以下简称"公司")募集资 金管理,提高募集资金使用效率,根据《中华人民共和国公司法》《中华人民共 和国证券法》 《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管要 求》 《深圳证券交易所创业板股票上市规则》 《深圳证券交易所上市公司自律监管 指引第2号—创业板上市公司规范运作》(以下简称"《规范运作指引》")、《上市 公司募集资金监管规则》等法律、法规、规范性文件及《河北科力汽车装备股份 有限公司章程》(以下简称"《公司章程》")的相关规定,制定本制度。 第二条 本制度所称募集资金是指公司通过发行股票或其他具有股权性质 的证券,向投资者募集并用于特定用途的资金,但不包括公司为实施股权激励计 划募集的资金。 第三条 公司董事会应当持续关注募集资金存放、管理和使用情况,有效防 范投资风险,提高募集资金使用效益。 第四条 公司的董事、高级管理人员应当勤勉尽责,确保公司募集资金安全, 不得操控公司擅自或变相改变募集资金用途。 第五条 公司会计部门应当对募集资金的使用情况设 ...
科力装备: 内幕信息知情人登记管理制度
Zheng Quan Zhi Xing· 2025-06-13 08:20
Core Points - The document outlines the insider information management system of Hebei Keli Automotive Equipment Co., Ltd, aiming to regulate insider information management and enhance confidentiality to protect investors' rights [1][2][3] Group 1: Insider Information Management - The board of directors is designated as the management body for insider information, responsible for timely registration and submission of insider information personnel files [1][2] - The board secretary is authorized to oversee the confidentiality of insider information and manage the registration of insider information personnel [2][3] - The company must ensure that only the board secretary and the securities department handle external communications regarding insider information [2][3] Group 2: Definition and Scope of Insider Information - Insider information refers to non-public information that significantly impacts the company's operations, finances, or stock prices [3][4] - The scope of insider information includes major asset transactions, changes in control, and significant operational changes [3][4] Group 3: Insider Personnel and Registration - Insider personnel include company directors, senior management, and other relevant internal and external parties who have access to insider information [4][5] - The company must maintain accurate and complete records of insider personnel and submit these records to the Shenzhen Stock Exchange within five trading days after the information is disclosed [5][6] Group 4: Confidentiality and Responsibilities - Insider personnel are obligated to maintain confidentiality and are prohibited from disclosing insider information before it is publicly released [12][13] - The company must implement measures to prevent insider trading and ensure compliance with relevant laws and regulations [12][13] Group 5: Compliance and Accountability - The board of directors is responsible for verifying the accuracy and completeness of insider personnel information and ensuring timely reporting [11][12] - Violations of the insider information management system may result in disciplinary actions, including legal consequences for severe breaches [13][13]
科力装备: 规范与关联方资金往来管理制度
Zheng Quan Zhi Xing· 2025-06-13 08:20
Core Viewpoint - The document outlines the management system for fund transactions between Hebei Keli Automotive Equipment Co., Ltd. and its related parties, aiming to prevent fund occupation by related parties and protect the interests of the company and its stakeholders [2][3][4]. Group 1: Regulations on Fund Transactions - The company establishes a long-term mechanism to prevent fund occupation by related parties based on various legal and regulatory frameworks [2]. - The system applies to fund transactions between subsidiaries included in the company's consolidated financial statements and related parties [2]. - Fund occupation includes both operational and non-operational fund occupation, with operational occupation arising from related transactions and non-operational occupation involving payments for wages, benefits, and other expenses on behalf of related parties [3][4]. Group 2: Guidelines for Fund Transactions - The company must strictly follow approval procedures and disclosure obligations when engaging in operational fund transactions with related parties [5]. - The company is prohibited from providing financial assistance to related parties under the guise of operational fund transactions [6]. - The company must verify the absence of fund occupation before purchasing or bidding for projects or assets from related parties [7]. Group 3: Preventive Measures - The company should minimize related transactions and impose strict limits on fund occupation during operational fund dealings [10]. - The board of directors is responsible for overseeing fund security, with the chairman being the primary person accountable for preventing fund occupation [11]. - The finance department must regularly report on fund transactions with related parties and maintain proper documentation [12]. Group 4: Responsibilities and Penalties - The board has an obligation to protect company funds from being occupied by related parties, and violations by directors or senior management may lead to liability for damages [21][22]. - If related parties violate laws and regulations regarding fund occupation, the company must issue recovery notices and may pursue legal action for compensation [23].
科力装备: 内部审计制度
Zheng Quan Zhi Xing· 2025-06-13 08:20
河北科力汽车装备股份有限公司 内部审计制度 河北科力汽车装备股份有限公司 第一章 总则 第一条 为了规范河北科力汽车装备股份有限公司(以下简称"公司")内 部审计工作,提高内部审计工作质量,实现公司内审计工作规范化、标准化,发 挥内部审计工作在促进公司经济管理、提高经济效益中的作用,依照《中华人民 共和国审计法》 《审计署关于内部审计工作的规定》及《河北科力汽车装备股份有 限公司章程》 (以下简称"《公司章程》")的相关规定,结合公司的实际情况,特 制定本制度。 (二)遵循企业的发展战略; (三)提高公司经营的效率和效果; (四)确保财务报告及管理信息的真实、可靠和完整; (五)保障资产的安全和完整。 第五条 公司董事会应对内部控制制度的建立健全和有效实施负责,重要 的内部控制制度应经股东会或董事会审议通过。 河北科力汽车装备股份有限公司 内部审计制度 第二条 本制度适用于公司各内部机构、控股子公司以及对公司具有重大 影响的参股公司的与财务报告相关的所有业务环节所进行的内部审计工作。 第三条 本制度所称内部审计,是指公司审计部依据国家有关法律法规和 本制度的规定,对公司各内部机构、控股子公司以及对公司具有重大 ...
科力装备: 董事、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· 2025-06-13 08:20
Core Points - The document outlines the management system for the shares held by the board members and senior management of Hebei Keli Automotive Equipment Co., Ltd, emphasizing compliance with relevant laws and regulations [1][2][3] - The system aims to enhance the management of shareholding changes and ensure timely reporting and disclosure of such changes to the Shenzhen Stock Exchange [4][5][6] Summary by Sections General Principles - The system is established to strengthen the management of shares held by the company's directors and senior management, clarifying management procedures based on various laws and regulations [1] - It applies to all shares held by directors and senior management, including those held in others' accounts [2] Information Reporting, Disclosure, and Management - Directors and senior management must report their shareholding information to the company and the Shenzhen Stock Exchange within specified timeframes [5][6] - The company is responsible for ensuring the accuracy and completeness of the reported information and must disclose any changes in shareholding promptly [6][7] Prohibited and Restricted Trading Activities - Directors and senior management are prohibited from transferring their shares under certain conditions, such as within one year of the company's stock listing or within six months after leaving the company [15][16] - Specific periods are designated during which directors and senior management cannot buy or sell company shares, particularly around the announcement of financial reports [16][17] Share Transfer and Lock-up Management - The document specifies the conditions under which shares can be locked or released, including the management of shares acquired through stock incentives [9][10][11] - The company must report any restrictions on share transfers to the Shenzhen Stock Exchange [10][12] Violations and Responsibilities - The document outlines the responsibilities and potential penalties for directors and senior management who violate the trading regulations, including the recovery of profits from illegal trades [14][15] - The company is required to report any violations to the China Securities Regulatory Commission and take appropriate actions against the responsible individuals [14][15]
科力装备: 会计师事务所选聘制度
Zheng Quan Zhi Xing· 2025-06-13 08:20
Core Points - The article outlines the selection system for accounting firms at Hebei Keli Automotive Equipment Co., Ltd, aiming to standardize the hiring process and enhance audit quality [1][2][3] Group 1: General Principles - The selection of accounting firms is governed by relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2] - The company must ensure that the selected accounting firm is independent and meets the qualifications set by regulatory authorities [2][3] Group 2: Selection Criteria - Selected accounting firms must possess independent legal status, necessary qualifications, and a good reputation in the industry [4] - The evaluation of accounting firms will consider factors such as audit fees, qualifications, quality management, and risk management capabilities [4][5] Group 3: Selection Process - The selection process should be competitive and transparent, utilizing methods like public bidding and competitive negotiation [3][4] - The audit committee is responsible for overseeing the selection process, including evaluating proposals and making recommendations to the board [5][6] Group 4: Audit Fees - Audit fees are subject to approval by the shareholders' meeting and can be adjusted based on various factors such as inflation and business complexity [5][6] - If audit fees decrease by 20% or more compared to the previous year, the company must disclose the reasons and details in its financial reports [5] Group 5: Responsibilities of the Audit Committee - The audit committee must ensure compliance with laws and regulations during the selection process and evaluate the performance of the hired accounting firm [5][6] - Regular assessments of the accounting firm's performance must be reported to the board [5][6] Group 6: Reappointment and Dismissal - The company can reappoint an accounting firm based on satisfactory performance, while significant issues may lead to dismissal [6][7] - The audit committee must conduct thorough evaluations before recommending reappointment or dismissal of an accounting firm [6][7] Group 7: Documentation and Compliance - All documents related to the selection and evaluation of accounting firms must be archived for at least 10 years [12] - The company must adhere to national laws and regulations, as well as its own articles of association, in the selection process [14]
科力装备: 控股股东及实际控制人行为规范
Zheng Quan Zhi Xing· 2025-06-13 08:20
Core Viewpoint - The document outlines the regulations and guidelines for the behavior of controlling shareholders and actual controllers of Hebei Keli Automotive Equipment Co., Ltd, aiming to ensure the company's governance structure is sound and its development is healthy [1][2]. Group 1: General Principles of Behavior - Controlling shareholders and actual controllers must comply with laws, regulations, and the company's articles of association, exercising shareholder rights without harming the interests of the company and other shareholders [5][6]. - They are required to disclose their identities and cannot evade obligations and responsibilities [6][7]. - They must cooperate with the company's information disclosure and insider information registration work, ensuring the accuracy and completeness of disclosed information [8][9]. Group 2: Commitment and Good Faith - Controlling shareholders and actual controllers must strictly fulfill their commitments and take effective measures to ensure compliance [10][11]. - They should notify the company of any changes that may affect their ability to fulfill commitments [11][12]. - They are obligated to maintain the company's asset integrity and independence, avoiding any actions that could harm the company's interests [12][13]. Group 3: Independence and Fairness - Controlling shareholders and actual controllers must not interfere with the company's independence in personnel, finance, and operations [16][17]. - They are prohibited from engaging in unfair related transactions or using the company's resources for personal gain [18][19]. - They must protect the rights of minority shareholders and ensure fair treatment in transactions with the company [20][21]. Group 4: Share Trading Regulations - When trading company shares, controlling shareholders and actual controllers must adhere to legal and regulatory requirements for information disclosure [26][27]. - They are restricted from reducing their shareholdings under certain conditions, such as ongoing investigations or significant financial issues [30][31]. - Any share transfer must ensure the stability of the company's management and board [36][37]. Group 5: Information Disclosure Management - Controlling shareholders and actual controllers must establish a system for managing information disclosure, ensuring timely and accurate reporting of significant information [38][39]. - They are required to notify the company of any significant changes in their shareholding or operational status that could impact the company [40][41]. - Strict confidentiality measures must be taken regarding undisclosed significant information [42][43].