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红豆股份: 红豆股份第九届董事会第二十二次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 16:40
Core Points - The board of directors of Jiangsu Hongdou Industrial Co., Ltd. held its 22nd meeting on August 28, 2025, where several resolutions were unanimously passed [1][2][3][4] Group 1: Financial Reports and Risk Assessment - The board approved the 2025 semi-annual report and its summary with a unanimous vote of 9 in favor [1] - A risk assessment report regarding the ongoing business relationship with Hongdou Group Financial Co., Ltd. was presented and approved [1] Group 2: Governance and Management Policies - The board approved the "Board Member Departure Management System" [2] - The "Information Disclosure Management System" was revised and approved [2] - The "Information Disclosure Delay and Exemption Internal Management System" was also revised and approved [2] - The "Related Party Transaction Management System" was revised and approved [3] - The "Insider Information Registrant System" was revised and approved [3] - The "Independent Director Special Meeting System" was revised and approved [3] - The "Management System for Changes in Shares Held by Directors, Supervisors, and Senior Management" was revised and approved [4] - The "Fundraising Management System" was revised and approved [4] - The "Accountability System for Major Errors in Annual Report Information Disclosure" was revised and approved [4]
天创时尚: 天创时尚股份有限公司股东会网络投票工作制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 12:16
天创时尚股份有限公司 股东会网络投票工作制度 第一章 总则 第一条 为进一步完善天创时尚股份有限公司(以下简称"公司")股东会网络投票行 为,便于股东行使表决权,保护投资者合法权益,根据《中华人民共和国公司法》《上 市公司股东会规则》《上海证券交易所上市公司自律监管指引第1号——规范运作》等相 关法律、行政法规、规章和《天创时尚股份有限公司章程》(以下简称"《公司章程》" 《天创时尚股份有限公司股东会议事规则》(以下简称"《股东会议事规则》")的有 关规定,特制订本制度。 第二条 本制度所称股东会网络投票是指上市公司股东通过上海证券交易所上市公司 股东会网络投票系统(以下简称"网络投票系统")行使表决权。 上海证券交易所网络投票系统包括下列投票平台: (1)交易系统投票平台; (2)互联网投票平台(网址:vote.sseinfo.com)。 第三条 股东会股权登记日登记在册且有权出席会议行使表决权的所有股东,均可以 通过网络投票系统行使表决权,但同一股份只能选择现场投票、网络投票或符合规定的 其他投票方式中的一种表决方式。 第四条 公司召开股东会,应当设置会场,以现场会议与网络投票相结合的方式召开。 现场会议 ...
雅戈尔: 雅戈尔时尚股份有限公司舆情管理制度
Zheng Quan Zhi Xing· 2025-08-29 11:21
Core Viewpoint - The company has established a comprehensive system for managing public opinion to effectively respond to various types of public sentiment and protect its brand image and investor interests [2][3]. Group 1: Definition and Classification of Public Sentiment - Public sentiment includes negative or false media reports, rumors that may harm the company, information affecting investor decisions, and other events impacting stock prices [2]. - Public sentiment is classified into major public sentiment, which significantly affects the company's image or operations, and general public sentiment, which is less impactful [2]. Group 2: Organizational Structure and Responsibilities - The company's board of directors leads the public sentiment management efforts, with the option to form an emergency response team as needed [3]. - The board and the emergency team are responsible for decision-making, assessing the impact of public sentiment, coordinating external communications, and liaising with regulatory bodies [3]. Group 3: Response and Handling of Public Sentiment - The company must respond quickly to public sentiment, maintain consistent external communication, and actively engage with media to clarify doubts [4][5]. - For major public sentiment, the company should investigate the situation, communicate with media, strengthen investor relations, and issue clarifications as necessary [5]. Group 4: Accountability and Confidentiality - Employees and related personnel have a confidentiality obligation regarding undisclosed major information, with penalties for breaches that cause company losses [6]. - The company reserves the right to pursue legal action against external parties spreading false information that damages its reputation [6]. Group 5: Applicability and Enforcement - The established system applies to the company and its subsidiaries, with enforcement based on national laws and the company's articles of association [6]. - The board of directors is responsible for interpreting the system, which takes effect upon approval [6].
雅戈尔: 雅戈尔时尚股份有限公司内部审计管理制度(2025年8月修订稿)
Zheng Quan Zhi Xing· 2025-08-29 11:21
Core Viewpoint - The internal audit management system of Youngor Fashion Co., Ltd. aims to strengthen internal control, reduce operational risks, and enhance corporate value through effective evaluation of internal controls, risk management, and financial information integrity [1]. Group 1: General Principles - The internal audit is defined as an evaluation activity conducted by the company's internal personnel to assess the effectiveness of internal controls and risk management, the authenticity and completeness of financial information, and the efficiency and effectiveness of operations [1]. - The internal audit department operates under principles of objectivity, integrity, and confidentiality [1]. Group 2: Audit Objects and Responsibilities - The audit objects include all internal departments, wholly-owned or controlled subsidiaries, and significant investee companies, along with their responsible personnel [2]. - The audit department is responsible for supervising the authenticity and completeness of financial information and the establishment and implementation of internal control systems [2][3]. Group 3: Audit Department Structure - The audit department, which reports to the board of directors, must maintain independence and not be under the leadership of the finance department [2][3]. - The audit department is staffed with dedicated auditors and led by a chief internal auditor [2]. Group 4: Audit Responsibilities - The audit department has several key responsibilities, including auditing the execution of board policies, the legality and authenticity of financial data, and the effectiveness of internal control systems [3][4]. - The department must report quarterly to the board's audit committee on audit plans and findings, and submit an annual audit report [4]. Group 5: Audit Authority - The audit department has the authority to independently exercise audit functions under the leadership of the board's audit committee and can request necessary documents from relevant departments [6]. - It can also halt activities that violate laws or company regulations and recommend actions to the board's audit committee [6]. Group 6: Audit Procedures - The internal audit process includes planning, conducting audits, and reporting findings, with a requirement for the audit evidence to be sufficient, relevant, and reliable [7][8]. - Audit reports must be reviewed by the audited entities, which have a specified timeframe to respond [7]. Group 7: Miscellaneous Provisions - Any matters not covered by this system will be executed according to relevant national laws and company regulations, with the audit department responsible for interpretation [9].
雅戈尔: 雅戈尔时尚股份有限公司防止控股股东、实际控制人及其他关联方占用公司资金制度(2025年8月修订稿)
Zheng Quan Zhi Xing· 2025-08-29 11:21
Core Viewpoint - The document outlines a set of regulations established by Youngor Fashion Co., Ltd. to prevent the controlling shareholders, actual controllers, and other related parties from occupying the company's funds, ensuring compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The regulations aim to prevent both operational and non-operational fund occupation by controlling shareholders and related parties [1]. - The company must not provide funds directly or indirectly to controlling shareholders or related parties for various expenses, including wages, benefits, and advertising [2][3]. Group 2: Transaction Regulations - All related transactions with controlling shareholders must adhere strictly to legal regulations and the company's internal management rules [3]. - The company is required to sign genuine economic contracts for any operational transactions with controlling shareholders [5]. Group 3: Responsibilities and Measures - The board of directors and senior management are legally obligated to safeguard the company's funds and prevent any occupation by controlling shareholders [4]. - A leadership group is established to oversee the prevention of fund occupation, led by the chairman of the board [4][5]. Group 4: Accountability and Penalties - Any violations of these regulations by company directors or employees that result in fund occupation will lead to penalties based on the severity of the situation [6]. - The company must take protective measures to recover any funds occupied by controlling shareholders, primarily through cash repayment [6].
雅戈尔: 雅戈尔时尚股份有限公司投资者关系管理制度(2025年8月修订稿)
Zheng Quan Zhi Xing· 2025-08-29 11:21
Core Viewpoint - The document outlines the investor relations management system of Youngor Fashion Co., Ltd., emphasizing the importance of effective communication between the company and its investors, particularly small and medium-sized investors, to enhance corporate governance and protect investor rights [1][2]. Group 1: Principles of Investor Relations Management - The investor relations management should adhere to compliance, ensuring all activities are conducted in accordance with laws and regulations [3]. - Equal treatment of all investors is essential, with a focus on providing opportunities for small and medium-sized investors [2]. - Proactive engagement with investors is necessary to gather feedback and address their concerns promptly [2]. - Honesty and integrity must be maintained in all investor relations activities to foster a healthy market environment [2]. Group 2: Communication Content and Methods - Key communication topics include the company's development strategy, legal disclosures, operational management information, environmental, social, and governance information, and shareholder rights [4]. - The company should utilize multiple channels and platforms for investor relations, including the company website, new media, and direct communication methods like phone and email [4][5]. - Establishing a mechanism for communicating significant events with investors is crucial, ensuring timely and effective engagement [5]. Group 3: Responsibilities and Organization - The board of directors is responsible for overseeing the investor relations management, with the board secretary coordinating the activities [9]. - A dedicated securities department should be established to manage investor relations, ensuring staff are well-trained and knowledgeable [10]. - The company must maintain clear records of investor relations activities, including participant details and communication content [6][7]. Group 4: Handling Investor Requests and Disputes - The company is responsible for addressing investor requests and complaints promptly and effectively [8]. - In case of disputes, the company should cooperate with mediation organizations to resolve issues amicably [8]. - It is important to distinguish between promotional materials and media reports to maintain transparency and objectivity [8].
雅戈尔: 雅戈尔时尚股份有限公司年报信息披露重大差错责任追究制度(2025年8月修订稿)
Zheng Quan Zhi Xing· 2025-08-29 11:21
雅戈尔时尚股份有限公司 年报信息披露重大差错责任追究制度 (2025年8月修订稿) 第一章 总则 第一条 为提高雅戈尔时尚股份有限公司(以下简称"公司")的规范运作 水平,增强信息披露的真实性、准确性、完整性和及时性,提高公司年度报告(以 下简称"年报")信息披露的质量和透明度,强化信息披露责任意识,加大对年 报信息披露责任人的问责力度,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》)、《上市公司信 息披露管理办法》《上海证券交易所股票上市规则》等有关法律、行政法规、规 范性文件、证券交易所业务规则(以下统称"法律法规")以及《雅戈尔时尚股 份有限公司章程》(以下简称《公司章程》)、《雅戈尔时尚股份有限公司信息 披露事务管理制度》(以下简称《信息披露事务管理制度》)等有关规定,结合 公司实际情况,制订本制度。 第二条 本制度所称责任追究,是指年报信息披露工作中由于有关人员不履 行或不正确履行职责或由于其他个人原因发生失职、渎职、失误等行为,对公司 造成重大经济损失并造成不良社会影响时的追究与处理。 第三条 本制度适用于公司的董事、高级管理人员,公司各部门、各 ...
雅戈尔: 雅戈尔时尚股份有限公司董事和高级管理人员持有公司股份及其变动管理办法(2025年8月修订稿)
Zheng Quan Zhi Xing· 2025-08-29 11:21
General Principles - The document outlines the management measures for the shareholding and trading behavior of directors and senior management of Youngor Fashion Co., Ltd. [2][3] - The regulations are based on relevant laws such as the Company Law and Securities Law of the People's Republic of China, as well as the company's articles of association [3][4]. Scope of Application - The measures apply to the company's directors and senior management, including managers, deputy managers, board secretaries, and financial directors [3]. - Directors and senior management must be aware of laws prohibiting insider trading and market manipulation before trading company shares [4]. Shareholding Management - Directors and senior management are restricted from transferring more than 25% of their total shareholding during their term, with exceptions for judicial enforcement or inheritance [5]. - If a director or senior manager holds fewer than 1,000 shares, they may transfer all shares at once without restriction [5]. Information Disclosure - Directors and senior management must report their shareholding information to the company’s securities department within specified timeframes, such as within two trading days after a change in personal information [6][8]. - A written notice of trading plans must be submitted to the board secretary before any share transactions [8]. Trading Restrictions - Directors and senior management are prohibited from trading company shares during specific periods, such as 15 days before the announcement of annual or semi-annual reports [7]. - They must not sell shares within six months of purchase or buy shares within six months of selling [7]. Penalties and Responsibilities - Violations of these regulations may result in legal actions by regulatory authorities and internal penalties from the company [11][12]. - The board secretary is responsible for managing the compliance of directors and senior management with these regulations [10]. Implementation and Amendments - The measures will take effect upon approval by the company's board of directors and will be revised as necessary to comply with national laws and regulations [12].
雅戈尔: 雅戈尔时尚股份有限公司信息披露暂缓与豁免业务内部管理制度(2025年8月修订稿)
Zheng Quan Zhi Xing· 2025-08-29 11:21
信息披露暂缓与豁免业务内部管理制度 (2025 年 8 月修订稿) 第一章 总则 第一条 为规范雅戈尔时尚股份有限公司(以下简称"公司")信息披露暂缓与 豁免行为,督促公司和其他信息披露义务人依法合规履行信息披露义务,保护投资 者的合法权益,根据《上市公司信息披露暂缓与豁免管理规定》 《上海证券交易所股 雅戈尔时尚股份有限公司 票上市规则》(以下简称《股票上市规则》)等法律、行政法规、部门规章、规范性 文件、证券交易所业务规则(以下统称"法律法规")及《雅戈尔时尚股份有限公司 章程》 (以下简称《公司章程》)、 《雅戈尔时尚股份有限公司信息披露事务管理制度》 (以下简称《信息披露事务管理制度》)等有关规定,特制定本制度。 第二条 公司和其他信息披露义务人按照《股票上市规则》及其他法律法规,暂 缓、豁免披露临时报告,在定期报告、临时报告中豁免披露中国证券监督管理委员 会(以下简称"中国证监会")和上海证券交易所规定或者要求披露的内容,适用本 制度。 第三条 公司和其他信息披露义务人应当真实、准确、完整、及时、公平地披露 信息,不得滥用暂缓或者豁免披露规避信息披露义务、误导投资者,不得实施内幕 交易、操纵市场等违 ...
雅戈尔: 雅戈尔时尚股份有限公司重大事项内部报告制度(2025年8月修订稿)
Zheng Quan Zhi Xing· 2025-08-29 11:21
Core Points - The internal reporting system for significant events at Youngor Fashion Co., Ltd. aims to ensure timely, truthful, accurate, and complete disclosure of information that may significantly impact the trading price of the company's securities and derivatives [1][2] Group 1: General Provisions - The internal reporting system is established to clarify the responsibilities and procedures for reporting significant information across the company's headquarters, subsidiaries, and relevant personnel [1] - Significant event report obligors include company directors, senior management, department heads, subsidiary heads, and major shareholders [1][2] Group 2: Scope of Significant Events - Significant events include important meetings, major transactions, and significant related transactions that may affect the company's operations [2] - Specific reporting thresholds are set for various types of transactions, such as those exceeding 10% of the company's audited total assets or net assets, or significant changes in revenue or profit [2][3] Group 3: Reporting Procedures - The first responsible person for reporting significant events is the head of each department or subsidiary, who must designate a liaison for communication with the board and securities department [4] - Report obligors must report significant events on the same day they become aware of them, using phone or email, and submit a report form with supporting documents [4][5] Group 4: Responsibilities and Penalties - Report obligors are responsible for the authenticity, completeness, accuracy, and timeliness of the reported information [6] - The company has the right to hold report obligors accountable for failing to report significant events in a timely manner, which may lead to economic losses or other adverse consequences [7]