匠心家居（301061）公告，预计2025年上半年净利润为4.1亿元-4.6亿元，同比增长43.70%-61.23%。 ...

Core Points - The article outlines the governance structure and responsibilities of the Board of Directors of Zhejiang Yongqiang Group Co., Ltd, emphasizing the need for compliance with relevant laws and regulations [2][3][4] Group 1: Board Responsibilities - The Board is responsible for convening shareholder meetings and reporting on its work [4] - It executes resolutions made by the shareholders and determines the company's operational plans and investment proposals [4][5] - The Board also formulates profit distribution plans and loss compensation schemes [4][5] Group 2: Decision-Making Procedures - The Board must establish strict review and decision-making procedures for external investments, asset sales, and related transactions [3][4] - Major investment projects require expert evaluation and must be approved by the shareholders [3][4] - Transactions with related parties exceeding certain thresholds must be submitted for Board review [3][4] Group 3: Board Composition and Authority - The Board consists of natural persons who must meet specific qualifications to serve [5][6] - Directors have a duty of loyalty and must avoid conflicts of interest [6][7] - The Board has the authority to appoint and dismiss senior management and set their remuneration [4][5] Group 4: Meeting Procedures - The Board must hold at least two regular meetings annually, with provisions for special meetings under certain conditions [24][25] - Meeting notifications must be sent in advance, detailing the agenda and relevant materials [28][29] - Decisions require a majority vote from attending directors, with specific rules for abstentions and conflicts of interest [40][41][42] Group 5: Documentation and Compliance - Meeting records must be maintained, including attendance, proposals, and voting results [50][51] - The Board Secretary is responsible for ensuring compliance with disclosure obligations and managing investor relations [10][11] - Any amendments to the rules governing the Board must be approved by the shareholders [57][58]

Core Points - The article outlines the internal reporting system for significant information at Zhejiang Yongqiang Group Co., Ltd. to ensure timely and accurate disclosure of information that may impact stock trading prices [1][2][3] Group 1: General Provisions - The internal reporting system is established to manage and disclose significant information effectively, in compliance with relevant laws and regulations [1] - The system applies to directors, senior management, and departments within the company and its subsidiaries [1][2] Group 2: Reporting Obligations - Department heads and responsible personnel in subsidiaries are obligated to report significant information to the board of directors [2][3] - Major shareholders holding more than 5% of shares must also report significant information to the company's management [2] Group 3: Definition of Significant Information - Significant information includes matters to be submitted for board review, major transactions exceeding 10% of audited annual revenue or net profit, and any legal disputes involving substantial amounts [3][4][5] - Changes in company structure, social responsibility issues, and major risks also fall under significant information [5][6] Group 4: Reporting Procedures - Departments must report significant information at various stages, including when a matter is proposed for board review or when it is known that it may impact stock prices [11][12] - Initial reports should be made via phone, followed by written documentation [13] Group 5: Responsibilities of the Board Secretary - The board secretary is responsible for analyzing reported information and ensuring compliance with disclosure obligations [9] - The board secretary must also maintain records of reported information [9]

Core Viewpoint - The article outlines the regulations and responsibilities of independent directors in Zhejiang Yongqiang Group Co., Ltd, emphasizing their role in corporate governance and the protection of minority shareholders' rights [3][4][5]. Group 1: Independent Director's Role and Responsibilities - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [3][4]. - They are required to participate in decision-making, supervise potential conflicts of interest, and provide professional advice to enhance the board's decision-making quality [9][11]. - Independent directors must submit an annual report detailing their attendance at meetings and their engagement with minority shareholders [31]. Group 2: Qualifications and Appointment - To serve as an independent director, candidates must meet specific qualifications, including having at least five years of relevant experience and a clean personal record [4][6]. - The nomination process for independent directors requires the consent of the candidates and must be free from conflicts of interest [6][9]. - Independent directors can serve a maximum of six consecutive years, and their independence must be evaluated annually [10][11]. Group 3: Governance Structure - The board must consist of at least one-third independent directors, including at least one with accounting expertise [3][4]. - Independent directors are involved in specialized committees, such as the audit committee, where they hold a majority [8][12]. - The company must provide adequate support and resources for independent directors to fulfill their duties effectively [34][36]. Group 4: Communication and Reporting - Independent directors are required to maintain open communication with minority shareholders and report any significant issues to the board [30][31]. - They must document their activities and decisions, ensuring transparency and accountability in their roles [29][37]. - The company is obligated to disclose any conflicts of interest or issues raised by independent directors in a timely manner [11][17].

Core Viewpoint - The document outlines the insider information management system of Zhejiang Yongqiang Group Co., Ltd., emphasizing the importance of confidentiality and compliance with relevant laws and regulations regarding insider information disclosure and management [1][2]. Group 1: General Principles - The system aims to standardize the management of insider information and enhance confidentiality to ensure fair and transparent information disclosure [1]. - It applies to all institutions, subsidiaries, and significant affiliates of the company [1]. Group 2: Responsibilities and Procedures - The board of directors is responsible for timely registration and reporting of insider information personnel, ensuring the accuracy and completeness of the information [2]. - The company must keep the number of individuals aware of insider information to a minimum before public disclosure [2][3]. - The securities investment department is designated as the daily operational body for managing insider information and investor relations [2]. Group 3: Definition and Scope of Insider Information - Insider information is defined as non-public information that could significantly impact the company's operations, finances, or stock prices [3][4]. - Insider information personnel include both internal and external individuals who have access to such information [3]. Group 4: Documentation and Reporting - The company must maintain a detailed record of insider information personnel, including personal and professional details, and submit this information to the Shenzhen Stock Exchange within five trading days after public disclosure [4][5]. - Major events requiring reporting include significant asset restructuring, stock issuance, and other events that could affect stock prices [5][6]. Group 5: Confidentiality and Accountability - Insider information personnel are obligated to maintain confidentiality and are prohibited from trading based on non-public information [10][11]. - Violations of confidentiality can lead to severe penalties, including fines and potential criminal charges [11][15]. Group 6: Compliance and Amendments - The system must comply with existing laws and regulations, and any amendments must be approved by the board of directors [13][14]. - The board is responsible for interpreting the system and ensuring adherence to its provisions [13].

General Principles - The company establishes a system to ensure that related party transactions are fair, just, and open, protecting the interests of the company and all shareholders [2][3] - Related party transactions must adhere to principles of honesty, equality, voluntariness, openness, and fairness, and must not harm the company's interests [4] Related Parties and Transactions - Related parties include both legal entities and natural persons that have significant influence or control over the company [3][4] - Related transactions involve the transfer of resources or obligations between the company and its related parties, including various types of transactions such as sales, purchases, and loans [3][4] Approval and Decision-Making - Transactions exceeding 30 million yuan or 5% of the company's latest audited net assets require approval from the shareholders' meeting [5] - The board of directors must ensure that related directors abstain from voting on transactions where they have a conflict of interest [5][6] Information Disclosure - The company is required to disclose the establishment, modification, termination, and performance of related party agreements in accordance with regulations [7][9] - Related transactions that meet the board's review standards must be disclosed promptly [7][9] Additional Provisions - The company must maintain records of decision-making regarding related transactions, which are to be managed by the board secretary [8] - The system will take effect upon approval by the shareholders' meeting [8]

Core Points - The company aims to standardize and improve the quality of its internal audit work to enhance economic management and efficiency [1][2] - The internal audit system is established in accordance with relevant laws and regulations, ensuring compliance and effective risk management [1][3] - The Audit Supervision Department operates independently, reporting directly to the Audit Committee and ensuring cooperation from all internal departments [2][4] Group 1: Internal Audit Framework - The internal audit is defined as an evaluation activity assessing the effectiveness of internal controls, risk management, and the authenticity of financial information [1][3] - The Audit Supervision Department is responsible for auditing financial management and internal control systems of the company and its subsidiaries [2][4] - Internal auditors must maintain independence and objectivity, and are protected by law from retaliation [2][3] Group 2: Responsibilities and Authority - The Audit Committee guides and supervises the internal audit system, reviews annual audit plans, and ensures the implementation of audit findings [4][5] - The Audit Supervision Department has the authority to conduct audits on various financial and operational aspects, including compliance with laws and regulations [5][6] - The department must report any significant internal control deficiencies or risks to the Board or Audit Committee promptly [5][6] Group 3: Audit Procedures - The Audit Supervision Department must prepare an annual audit plan based on company needs and submit it for approval [10][11] - Auditors are required to document their findings and provide a comprehensive audit report within a specified timeframe [10][11] - The audit process includes verifying financial records, conducting interviews, and ensuring compliance with established procedures [10][11] Group 4: Information Disclosure and Record Management - The Audit Supervision Department must evaluate the effectiveness of internal controls and submit an annual evaluation report to the Audit Committee [15][17] - Audit records must be maintained for at least ten years, ensuring confidentiality and proper management of sensitive information [16][19] - Any violations of the internal audit procedures may result in disciplinary actions against responsible parties [19][20]

Core Viewpoint - The company has established a set of regulations for forward foreign exchange settlement and sales to manage exchange rate risks in international trade, ensuring compliance with relevant laws and internal policies [1][2]. Group 1: General Principles - The company defines "forward foreign exchange settlement" as agreements with banks to handle future foreign exchange transactions based on predetermined terms [1]. - The company will not engage in foreign exchange trading solely for profit but will use it as a hedging tool to mitigate exchange rate risks [1][2]. Group 2: Operational Guidelines - Transactions are only permitted with approved financial institutions that have the qualifications for forward foreign exchange business [2]. - The total amount of forward foreign exchange contracts must not exceed the total foreign exchange income from signed but unpaid export orders [2][3]. - The company must establish its own forward foreign exchange trading accounts and cannot use third-party accounts [2]. Group 3: Organizational Structure and Responsibilities - The board of directors authorizes a forward foreign exchange leadership group to oversee daily management and analysis of forward foreign exchange activities [3]. - The leadership group is responsible for supervising the business, developing annual plans, and submitting reports to the board [3][4]. Group 4: Approval Authority - Approval for forward foreign exchange transactions is tiered based on the amount of unfulfilled contracts relative to export orders, with different thresholds requiring different levels of approval [4][5]. - All decision-making bodies must operate within their authorized limits and approved plans [5]. Group 5: Business Process - The marketing center uses daily bank rates to quote prices to customers and forecasts foreign currency receipts based on customer orders [5]. - The financial center analyzes proposed transactions and submits plans for approval by the leadership group [5][6]. Group 6: Risk Management - The financial center must settle transactions according to the terms of the forward contracts and report any significant risks to the leadership group or board [6]. - If potential losses exceed 2% of the total forward exchange amount, the financial center must submit an analysis and solution for decision-making [6]. Group 7: Confidentiality Measures - All personnel involved in forward foreign exchange activities must adhere to confidentiality protocols regarding transaction details and financial status [7]. - The audit department supervises the independence of operational processes and personnel involved in these transactions [7]. Group 8: Miscellaneous Provisions - Documentation related to foreign exchange transactions must be archived for at least 15 years [8]. - Any matters not covered by these regulations will be governed by relevant national laws and regulations [8].

Core Viewpoint - The company has established a comprehensive external investment management system to enhance operational efficiency, safeguard asset value, and maximize shareholder value through structured decision-making and risk control [2][3][4]. Group 1: Investment Management Principles - The investment management system aims to promote effective resource allocation, enhance asset quality, and mitigate operational risks while ensuring compliance with national industrial policies and the company's operational objectives [3][4]. - The basic principles of investment management include alignment with national policies, enhancement of core competitiveness, effective resource allocation, and adherence to legal regulations [4]. Group 2: Organizational Structure for Investment - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and the president, with specific roles and responsibilities outlined in the company's regulations [4][5]. - The Securities Investment Department is responsible for coordinating investment project analysis and providing recommendations to the decision-making bodies [5][6]. Group 3: Approval Authority for Investments - Major investments must comply with the company's articles of association and relevant regulations, ensuring that management's approval does not exceed the authority granted by the board of directors [6][7]. - The company has established specific thresholds for investment approval based on asset totals, net asset values, and revenue contributions, with defined monetary limits for each category [7][8]. Group 4: Investment Procedures - External investments are categorized into short-term and long-term investments, each with distinct procedures for planning, approval, and execution [8][9]. - Long-term investments require a preliminary evaluation by the Securities Investment Department, followed by board approval and implementation by authorized departments [10][11]. Group 5: Financial Management and Auditing - The financial department is tasked with maintaining comprehensive accounting records for all investment activities, ensuring compliance with accounting standards [14][15]. - Regular audits and financial reporting are mandated to monitor the financial health of subsidiaries and ensure the integrity of investment assets [15].

浙江永强集团股份有限公司 （经2025年7月10日召开的六届二十六次董事会审议通过） 第一章 总则 第一条 为规范公司领导人员的产生，优化董事会组成，完善公司治理结构，根据 《中华人民共和国公司法》《上市公司治理准则》《公司章程》及其他有关规定，公司 特设立董事会提名委员会，并制定本工作细则。 第二条 董事会提名委员会是董事会设立的专门工作机构，主要负责对公司董事、 高级管理人员的人选、选择标准和程序进行选择并提出建议。 第三条 本细则所称的高级管理人员是指董事会聘任的总裁、副总裁、董事会秘书、 财务负责人。 第二章 人员组成 第四条 提名委员会成员由三名董事组成，其中独立董事两名。 第五条 提名委员会委员由董事长、二分之一以上独立董事或者三分之一以上（含 三分之一）的全体董事提名，并由董事会选举产生。 第六条 提名委员会设主任委员一名，由独立董事委员担任，负责主持委员会工作； 主任委员由委员选举产生，并报董事会备案。 第七条 提名委员会委员任职期限与其董事任职期限相同，连选可以连任。如有委 员因辞职或其他原因不再担任公司董事职务，其委员资格自其不再担任董事之时自动丧 失。董事会应根据《公司章程》及本细则增补 ...