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华光新材: 华光新材年报信息披露重大差错责任追究制度
Zheng Quan Zhi Xing· 2025-08-29 18:22
Core Viewpoint - The company has established a responsibility accountability system for significant errors in annual report information disclosure to enhance the quality and transparency of its disclosures [1][2]. Group 1: General Principles - The system aims to improve the company's operational standards and ensure the authenticity, accuracy, completeness, and timeliness of information disclosure [1]. - The accountability system applies to various stakeholders, including directors, senior management, department heads, controlling shareholders, and other relevant personnel [1][2]. Group 2: Responsibility Identification and Accountability - Specific circumstances that warrant accountability include violations of laws and regulations leading to significant errors in information disclosure [2][3]. - The system outlines conditions for heavier penalties, such as severe consequences due to subjective factors or interference with investigations [3][7]. - There are provisions for lighter penalties if individuals take proactive measures to mitigate negative outcomes or if errors are due to uncontrollable factors [3][4]. Group 3: Forms and Types of Accountability - The forms of accountability include corrective actions, public criticism, job reassignment, financial compensation, and potential criminal referrals for severe cases [4][7]. - The board of directors has the authority to determine the appropriate measures and financial penalties based on the circumstances of each case [4][7]. Group 4: Additional Provisions - The system also applies to quarterly and semi-annual report disclosures, ensuring consistency in accountability practices [6]. - Any conflicts between this system and existing laws or regulations will defer to the latter [6]. - The board of directors is responsible for interpreting and amending the system as necessary [6].
华光新材: 华光新材重大信息内部报告制度
Zheng Quan Zhi Xing· 2025-08-29 18:22
Core Viewpoint - The document outlines the internal reporting system for significant information at Hangzhou Huaguang Welding New Materials Co., Ltd, ensuring timely, accurate, and complete disclosure of information that may impact the company's stock price [1][2]. Group 1: General Principles - The internal reporting system is established to manage significant information effectively, ensuring rapid transmission and collection of information that could affect stock trading prices [1]. - The system is based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1]. Group 2: Definition and Scope of Significant Information - Significant information refers to undisclosed information known internally that could materially affect the company's operations, finances, or stock trading prices [1][2]. - The reporting obligations apply to various scenarios, including board meeting submissions, major transactions, and related party transactions that meet specific thresholds [2][4]. Group 3: Reporting Obligations - Reporting obligations fall on specific personnel, including board members, senior management, and department heads, as well as major shareholders [3][4]. - The company mandates immediate reporting of significant information upon awareness of relevant events or transactions [6][7]. Group 4: Reporting Procedures - Departments must report significant information to the board secretary within 24 hours of becoming aware of it, using various communication methods [6][7]. - The board secretary is responsible for analyzing reported information and determining the need for public disclosure [7][8]. Group 5: Management and Responsibilities - The company implements a real-time reporting system, ensuring that all relevant personnel report significant information accurately and promptly [12]. - Failure to report significant information in a timely manner may result in disciplinary actions against responsible individuals [9][10].
华光新材: 华光新材子公司管理制度
Zheng Quan Zhi Xing· 2025-08-29 18:22
Core Viewpoint - The document outlines the subsidiary management system of Hangzhou Huaguang Welding New Materials Co., Ltd., emphasizing the importance of effective control and integration mechanisms to enhance operational efficiency and risk resistance of the company [1][2]. Group 1: General Principles - The company aims to strengthen the management of its subsidiaries to maintain its overall image and protect investor interests, in accordance with relevant laws and regulations [1]. - Subsidiaries are defined as companies where the parent company holds more than 50% of the shares or has actual control despite holding less than 50% [1]. - Subsidiaries must establish a sound governance structure and management systems in compliance with the Company Law and other relevant regulations [2]. Group 2: Financial Management - The primary task of financial management for subsidiaries is to implement national fiscal and tax policies, ensuring the legality, authenticity, and completeness of financial data [3]. - Subsidiaries are required to develop financial and accounting systems based on their operational characteristics and management requirements, adhering to national accounting standards [4]. Group 3: Operational and Investment Decision Management - All operational activities of subsidiaries must comply with national laws and regulations, aligning with the overall development plan and operational goals of the parent company [5]. - External investments by subsidiaries must follow the company's external investment management system and be approved by internal decision-making bodies [5]. Group 4: Internal Audit Supervision - The company will conduct regular or irregular audits of its subsidiaries, focusing on economic efficiency, major contracts, and the economic responsibilities of unit leaders [6][7]. - Subsidiaries must prepare for audits and cooperate during the auditing process, executing audit opinions approved by the board of directors [7]. Group 5: Information Disclosure - Subsidiaries are required to follow the company's information disclosure management system, providing necessary information and reporting significant matters promptly [8][9]. - Financial reports and operational summaries must be submitted to the board of directors within specified timeframes after the end of each reporting period [9]. Group 6: Relationship Between Parent and Subsidiaries - The operational plans and management of subsidiaries must align with the parent company's overall goals and long-term development plans to ensure balanced and efficient growth [10]. - Subsidiaries' activities, including internal management and financial practices, are subject to guidance and supervision from the parent company [10].
华光新材: 华光新材内幕信息知情人登记制度
Zheng Quan Zhi Xing· 2025-08-29 18:22
杭州华光焊接新材料股份有限公司 内幕信息知情人登记制度 二〇二五年八月 杭州华光焊接新材料股份有限公司 内幕信息知情人登记制度 第六条 内幕信息知情人应当积极配合公司做好内幕信息知情人报送工作, 真实、准确、完整地填写相关信息,并及时向公司报送内幕信息知情人档案。 第四条 公司应当按照中国证监会关于内幕信息登记管理的相关要求,及 时向上海证券交易所报送内幕信息知情人档案和重大事项进程备忘录。 第五条 公司董事会应当保证内幕信息知情人档案的真实、准确和完整, 并及时按照监管要求进行报送。董事长为主要责任人,董事会秘书负责办理公 司内幕信息知情人的报送事宜。董事长与董事会秘书应当在前款规定的书面承 诺上签署确认意见。 第一章 总 则 第一条 为进一步规范杭州华光焊接新材料股份有限公司(以下简称"公 司")的内幕信息管理,加强内幕信息保密工作,以维护信息披露的"公开、公 正、公平"原则,保护广大投资者的利益,根据《中华人民共和国公司法》《中 华人民共和国证券法》《上市公司信息披露管理办法》》《上市公司监管指引 第5号——上市公司内幕信息知情人登记管理制度》《上海证券交易所科创板股 票上市规则》等有关法律、法规和《杭 ...
华光新材: 华光新材关联方资金往来管理办法
Zheng Quan Zhi Xing· 2025-08-29 18:22
杭州华光焊接新材料股份有限公司 关联方资金往来管理办法 杭州华光焊接新材料股份有限公司 关联方资金往来管理办法 第六条 公司董事、高级管理人员及公司子公司的董事、监事、高级管理人员 应严格按照公司章程、本办法及《公司关联交易制度》等规定,勤勉尽责履行职责, 维护公司及子公司的资金和财产安全。 第二章 资金往来的原则 (以下简称"《公司章程》") 的有关规定,制定本办法。 第二条 控股股东、实际控制人及其他关联方不得以任何方式侵占公司利益。 第三条 本办法所称控股股东,是指其持有的股份超过公司股本总额百分之五 十,或者持有股份的比例虽然未超过百分之五十,但依其持有的股份所享有的表决 权已足以对股东会的决议产生重大影响的股东。 第一章 总 则 第四条 本办法所称实际控制人,是指通过投资关系、协议或者其他安排,能 够实际支配公司行为的人能够实际支配公司行为的自然人、法人或者其他组织。 第一条 为了进一步加强和规范杭州华光焊接新材料股份有限公司(包括控股 子公司、分公司,以下简称"公司"或"本公司") 与控股股东、实际控制人及其 他关联方的资金往来,根据《中华人民共和国公司法》(以下简称"《公司法》") 《上市公司监 ...
华光新材: 华光新材独立董事工作制度
Zheng Quan Zhi Xing· 2025-08-29 18:22
Core Points - The document outlines the independent director working system of Hangzhou Huaguang Welding New Materials Co., Ltd, aiming to enhance corporate governance and protect the rights of all shareholders, especially minority shareholders [1][2][4] - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [1][2] - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [1][2] Chapter Summaries Chapter 1: General Principles - The independent director system is established to improve corporate governance and ensure the protection of shareholder rights [1] - Independent directors are defined as those who do not hold other positions in the company and have no conflicting interests [1][2] Chapter 2: Qualifications of Independent Directors - Independent directors must maintain independence and cannot be individuals with certain relationships or interests in the company [6][8] - Specific qualifications include having relevant experience and a clean legal record [7][8] Chapter 3: Appointment and Replacement of Independent Directors - The board and shareholders holding more than 1% of shares can propose independent director candidates, who must be elected by the shareholders [11][12] - Independent directors can serve a maximum of three terms, with each term not exceeding six years [17][19] Chapter 4: Responsibilities and Duties of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [21][22] - They have special rights, including hiring external consultants and calling for shareholder meetings [22][23] Chapter 5: Working Conditions for Independent Directors - The company must provide necessary resources and support for independent directors to fulfill their duties [38][39] - Independent directors are entitled to a reasonable allowance, which must be disclosed in the annual report [43][44] Chapter 6: Miscellaneous - The document specifies that any amendments to the independent director system must be approved by the shareholders [49][50]
华光新材: 华光新材会计师事务所选聘制度
Zheng Quan Zhi Xing· 2025-08-29 18:22
Core Viewpoint - The document outlines the selection system for accounting firms at Hangzhou Huaguang Welding New Materials Co., Ltd., aiming to enhance audit quality and protect shareholder interests through a structured and regulated process [1][2]. Group 1: General Principles - The selection of accounting firms must comply with relevant laws and regulations, including the Company Law and specific guidelines from the Shanghai Stock Exchange [1]. - The selection process includes hiring, re-hiring, and changing accounting firms, ensuring the integrity of financial reporting [1]. Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess independent qualifications, necessary licenses, and a solid organizational structure [2]. - Firms should have a good record of compliance with financial auditing laws and no significant penalties in the past three years [2]. Group 3: Selection Procedures - The selection process requires approval from the Audit Committee, followed by the Board of Directors and ultimately the shareholders [2][4]. - Various stakeholders, including independent directors and the Audit Committee, can propose the hiring of accounting firms [4]. Group 4: Evaluation Criteria - Evaluation of accounting firms will consider factors such as audit fees, qualifications, past performance, and quality management systems [5]. - Quality management will have a weight of at least 40% in the evaluation, while audit fees will not exceed 15% [5]. Group 5: Contractual and Disclosure Obligations - The results of the selection process must be publicly disclosed, including the chosen firm and audit fees [6][16]. - The company must provide detailed reasons for any changes in accounting firms, including the previous firm's performance and any administrative penalties [9]. Group 6: Supervision and Accountability - The Audit Committee is responsible for monitoring the performance of the selected accounting firms and must report annually to the Board of Directors [11]. - Serious violations by accounting firms can lead to their disqualification from future audits [29]. Group 7: Information Security - Both the company and the accounting firms must adhere to information security regulations and ensure the confidentiality of sensitive information [13]. - The selection process should include an assessment of the accounting firm's information security management capabilities [13]. Group 8: Miscellaneous Provisions - The document will take effect upon approval by the shareholders and can be modified as necessary [14]. - Any matters not covered in the document will be governed by relevant laws and regulations [14].
华光新材: 华光新材董事会议事规则
Zheng Quan Zhi Xing· 2025-08-29 18:22
Core Points - The article outlines the rules governing the board meetings of Hangzhou Huaguang Welding New Materials Co., Ltd, aiming to standardize the decision-making process and enhance the board's operational efficiency [2][15]. Summary by Sections General Principles - The rules are established to regulate the board's meeting procedures and decision-making processes, ensuring compliance with relevant laws and the company's articles of association [2]. - The board is accountable to the shareholders' meeting and must act within the authority granted by the articles of association and the shareholders [2]. Board Meeting Convening - Board meetings are categorized into regular and temporary meetings, with regular meetings held at least twice a year [3]. - Shareholders holding more than 1/10 of voting rights or a third of the directors can propose a temporary board meeting [3]. Meeting Notifications - Notifications for regular meetings must be sent at least 10 days in advance, while temporary meetings require a 3-day notice [5]. - The notification must include the meeting date, location, agenda, and other relevant details [5][6]. Meeting Procedures - A board meeting requires the presence of more than half of the directors to be valid [8]. - Directors must attend personally or delegate another director to attend on their behalf, with specific rules for delegation [9]. Voting and Resolutions - Proposals are discussed and voted on individually, with voting methods including show of hands or written ballots [12]. - A resolution requires approval from more than half of the directors present, with specific conditions for financial matters [12][16]. Record Keeping - The board secretary is responsible for maintaining records of meetings, including notifications, minutes, and voting results, for a period of ten years [14][21]. Miscellaneous - The rules will take effect upon approval by the shareholders' meeting and will be interpreted by the board [15][27].
华光新材: 华光新材董事会薪酬与考核委员会工作规程
Zheng Quan Zhi Xing· 2025-08-29 18:22
杭州华光焊接新材料股份有限公司 董事会薪酬与考核委员会工作规程 第一章 总 则 第一条 为建立、完善杭州华光焊接新材料股份有限公司(以下简称公司) 董事和高级管理人员的业绩考核与薪酬管理制度,进一步完善公司治理结构,根 据《中华人民共和国公司法》 《上市公司治理准则》 《杭州华光焊接新材料股份有 第二条 薪酬与考核委员会是董事会设立的专门工作机构,负责制定公司董 事及高级管理人员的考核标准并进行考核;负责制定、审查公司董事及高级管理 人员的薪酬决定机制、决策流程、支付与止付追索安排等薪酬政策与方案,对董 事会负责。 第三条 本工作规程所称的高级管理人员是指公司的总经理、副总经理、董 事会秘书、财务负责人。 第二章 人员组成 第四条 薪酬与考核委员会成员由三名董事组成,独立董事占多数。 第五条 薪酬与考核委员会委员由董事长、二分之一以上独立董事或者三分 之一以上董事提名,由董事会选举产生。 第六条 薪酬与考核委员会设主任委员一名,由独立董事担任,负责主持委 员会工作;主任委员在委员内选举,并报请董事会批准产生。 第七条 薪酬与考核委员会任期与董事会一致,委员任期届满,连选可以连 任。期间如有委员不再担任公司董事 ...
华光新材: 华光新材董事会战略委员会工作规程
Zheng Quan Zhi Xing· 2025-08-29 18:22
Core Points - The establishment of the Strategic Committee aims to enhance the company's core competitiveness and improve the quality of major investment decisions [1][2] - The Strategic Committee is responsible for researching long-term strategic planning and major investment feasibility, reporting to the Board of Directors [1][2] Group 1: General Provisions - The Strategic Committee is a specialized working body set up by the Board of Directors to focus on the company's long-term development strategy [1] - The committee consists of five directors, including at least one independent director [1][2] Group 2: Responsibilities and Authority - The main responsibilities of the Strategic Committee include researching long-term strategic planning, major investment and financing proposals, and other significant matters affecting the company [2][3] - The committee is accountable to the Board of Directors and must submit resolutions and related proposals for approval [2][3] Group 3: Decision-Making Procedures - An Investment Review Group is established under the Strategic Committee, led by the Chairman, to prepare for decision-making [3] - The decision-making process involves initial reviews, proposal submissions, and discussions at committee meetings before presenting to the Board [3][4] Group 4: Meeting Rules - The Strategic Committee holds regular and temporary meetings, with at least one regular meeting per year [4][5] - Meetings require a two-thirds attendance of committee members to be valid, and decisions must be approved by a majority [5][6] Group 5: Confidentiality and Conflict of Interest - Members and attendees of the meetings are obligated to maintain confidentiality regarding discussed matters [5][6] - Members with direct or indirect interests in agenda items must abstain from voting on those items [6]