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广博股份: 年报信息披露重大差错责任追究制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 16:16
券交易所股票上市规则》《公开发行证券的公司信息披露内容与格式准则第 2 号 ——年度报告的内容与格式》等法律、法规、规范性文件及《广博集团股份有限 公司章程》(以下简称"《公司章程》")《信息披露管理制度》的有关规定,结合 公司的实际情况,特制定本制度。 广博集团股份有限公司 年报信息披露重大差错责任追究制度 第一章 总 则 第一条 为了进一步提高广博集团股份有限公司(以下简称"公司"或"本 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, 提高年报信息披露的质量和透明度,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》 《上市公司治理准则》和《深圳证 第二条 公司有关人员应当严格执行《企业会计准则》及相关规定,严格遵 守公司与财务报告相关的内部控制制度,确保财务报告真实、公允地反映公司的 财务状况、经营成果和现金流量。公司有关人员不得干扰、阻碍审计机构及相关 注册会计师独立、客观地进行年报审计工作。 第三条 公司董事、高级管理人员以及与年报信息披露相关的其他人员在年 报信息披露工作中违反国家有关法律、法规、规范性文件以及公司规章制度,未 勤勉尽责或者 ...
广博股份: 股东会议事规则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 16:16
Core Points - The document outlines the rules for the shareholders' meeting of Guangbo Group Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] - The shareholders' meeting is the authority of the company, responsible for key decisions such as electing directors, approving financial reports, and making significant corporate changes [3][4] - The document specifies the procedures for convening meetings, including the rights of independent directors and shareholders to propose meetings [6][7][8] Group 1 - The shareholders' meeting must be held annually within six months after the end of the previous fiscal year, with provisions for extraordinary meetings as needed [1][2] - Legal opinions must be obtained for the meeting's procedures, attendance qualifications, and voting results [2] - The meeting has the authority to elect and replace directors, approve profit distribution plans, and make decisions on capital changes and major asset transactions [3][4] Group 2 - The document details the conditions under which guarantees and significant transactions must be submitted for shareholder approval [4][5] - Shareholders holding more than 10% of shares can request a temporary meeting, and the board must respond within ten days [6][7] - The notice for the meeting must include essential details such as time, location, and agenda, ensuring transparency for all shareholders [10][11] Group 3 - Voting procedures are outlined, including the requirement for a majority or two-thirds majority for different types of resolutions [42][44] - The document emphasizes the importance of maintaining order during meetings and the responsibilities of the board and independent directors [24][25] - It mandates that meeting records be kept for at least ten years, ensuring accountability and traceability of decisions made [15][41]
广博股份: 内部审计制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 16:16
Core Viewpoint - The internal audit system of Guangbo Group Co., Ltd. is established to standardize and ensure the effectiveness of internal audit work, strengthen supervision and risk control, and protect the safety and integrity of company assets [1][2]. Group 1: Internal Audit Definition and Purpose - Internal audit refers to an evaluation activity conducted by internal personnel or departments to assess the effectiveness of internal controls, risk management, the authenticity and completeness of financial information, and the efficiency and effectiveness of business activities [1][2]. Group 2: Internal Audit Department Structure - The company has established an audit department responsible for supervising business activities, risk management, and the implementation of internal control systems [2][3]. - The audit department operates independently and is not under the leadership of the finance department [2][3]. - The head of the internal audit department must be a full-time position nominated by the audit committee and appointed by the board of directors [2][3]. Group 3: Responsibilities and Authority of the Audit Department - The audit department is responsible for evaluating the completeness and effectiveness of internal control systems across various departments and subsidiaries [3][4]. - It conducts audits on the legality, compliance, authenticity, and completeness of accounting and economic data, including financial reports and performance forecasts [3][4]. - The audit department must report at least quarterly to the board or the audit committee on the execution of the internal audit plan and any issues discovered [3][4]. Group 4: Audit Procedures - The audit department must notify the audited unit prior to routine audits and prepare an audit plan detailing the audit's scope, objectives, and required materials [6][7]. - Auditors are required to document their findings and provide constructive feedback based on verified evidence [7][8]. Group 5: Utilization of Audit Results and Accountability - Audit results are used to improve internal controls and mitigate enterprise risks [8][9]. - The audit department is responsible for supervising the implementation of corrective measures for issues identified in the audit reports [8][9]. - Internal auditors are held accountable for serious negligence, which may result in economic penalties or dismissal [8][9]. Group 6: Archive Management - The audit department must establish and manage audit archives, including audit notifications, plans, reports, and supporting documents [9]. - Audit archives must be organized and maintained according to company policies on document management and confidentiality [9].
广博股份: 对外担保制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 16:16
Core Viewpoint - The article outlines the external guarantee system of Guangbo Group Co., Ltd., aiming to protect investors' interests, regulate external guarantee behaviors, and control operational risks while promoting stable development of the company [2][3]. Summary by Sections General Principles - The external guarantee refers to the company providing guarantees, mortgages, pledges, or other forms of guarantees for third parties, including loan guarantees and bank guarantees [2]. - This system applies to the company and its wholly-owned and controlling subsidiaries [2]. - External guarantees must be uniformly managed and require approval from the board of directors or shareholders' meeting [3]. Risk Control and Management - The company must adhere to principles of legality, prudence, mutual benefit, and safety while strictly controlling guarantee risks [3]. - Necessary measures must be taken to verify the creditworthiness of the guaranteed party before providing guarantees [3]. - Independent directors are required to report on external guarantees in their annual reports [3]. Review of Guarantee Objects - The company can provide guarantees to entities with independent legal status that meet specific conditions, including strong debt repayment capabilities [4]. - The board of directors must analyze the credit status and risks associated with the guarantee before approval [4][5]. Approval Procedures - All external guarantees must be approved by the board of directors or shareholders' meeting [6]. - Guarantees exceeding certain thresholds, such as 10% of the latest audited net assets, require additional shareholder approval [6][7]. Execution of Guarantees - The company must manage guarantee contracts and related documents properly, ensuring timely checks and compliance with approval processes [10][11]. - If the guaranteed party fails to fulfill their obligations, the company must take necessary measures to minimize losses [11][12]. Information Disclosure - The company is obligated to disclose external guarantee information in accordance with relevant laws and regulations [12]. - All departments involved in external guarantees must report to the board secretary and provide necessary documentation for disclosure [12][13]. Responsibilities - The company must strictly follow the established system for external guarantees, and any violations by responsible parties will lead to appropriate penalties [13].
广博股份: 董事会提名委员会议事规则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 16:16
广博集团股份有限公司 董事会提名委员会议事规则 第一章 总则 第一条 为规范广博集团股份有限公司(以下简称"公司")董事及高级管理 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》 (以下简称" 《公司法》")、 《中华人民共和国证券法》 (以下简称" 《证券法》")、 《公司章程》及其他有关规定,公司特设立董事会提名委员会,并制定本议事规 则。 第二条 提名委员会是董事会下设的专门工作机构,对董事会负责,主要对 公司董事和高级管理人员的人选、选择标准和程序进行研究并提出建议,同时对 经理提名的其他高级管理人员、董事长提名的董事会秘书人选进行审查并提出建 议。 本规则所称高级管理人员,是指公司的总经理、副总经理、财务总监、董事 会秘书以及《公司章程》规定的其他高级管理人员。 第二章 人员组成 第三条 提名委员会成员由三名董事组成,其中独立董事两名。 第四条 提名委员会委员由董事长、二分之一以上独立董事或者全体董事的 三分之一提名,并由董事会选举产生。 第五条 提名委员会设召集人一名,为提名委员会主任委员,由独立董事委 员担任,负责主持委员会工作;主任委员由半数以上委员推举,并报请董 ...
广博股份: 董事会审计委员会议事规则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 16:16
Core Points - The article outlines the rules and responsibilities of the Audit Committee of Guangbo Group Co., Ltd, emphasizing its role in overseeing internal and external audits, ensuring accurate financial reporting, and maintaining effective internal controls [2][5][10] Group 1: General Provisions - The Audit Committee is established to clarify its responsibilities and standardize procedures in accordance with relevant laws and regulations [2] - The committee is accountable to the Board of Directors and must submit proposals for board review [2] - Members of the Audit Committee must dedicate sufficient time and effort to fulfill their duties effectively [3] Group 2: Composition of the Committee - The Audit Committee consists of directors who are not senior management, including two independent directors, with at least one being a professional accountant [3][5] - The committee members must possess the necessary professional knowledge and experience to perform their duties [3] - The chairman of the committee is elected from among the independent directors with accounting expertise [3] Group 3: Responsibilities and Authority - The main responsibilities of the Audit Committee include supervising external audits, evaluating internal audits, reviewing financial information, and ensuring compliance with internal controls [5][6] - The committee must approve certain matters before they are submitted to the Board, such as financial reports and the hiring or dismissal of external auditors [6][11] - The committee is tasked with addressing any discrepancies in financial reports and ensuring corrective actions are taken [7][10] Group 4: Internal Audit Oversight - The Audit Committee is responsible for establishing and supervising the internal audit function, which reports directly to the committee [13][14] - The committee must ensure that internal audits are conducted regularly and that findings are reported to the Board [8][9] - Any significant issues identified during internal audits must be reported to the Shenzhen Stock Exchange [8] Group 5: Meeting Procedures - The Audit Committee is required to hold regular meetings at least quarterly, with provisions for special meetings as needed [12] - A quorum for meetings requires the presence of at least two-thirds of the members [12] - Meeting records must be maintained for a minimum of ten years, detailing attendance, discussions, and resolutions [12][14] Group 6: Implementation and Compliance - The rules take effect upon approval by the Board of Directors, and previous guidelines are rendered obsolete [15][28] - Any unresolved matters will be governed by national laws and regulations [15][29] - The Board of Directors holds the authority to interpret these rules [15][30]
广博股份: 董事、高级管理人员持有及买卖本公司股票管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 16:16
广博集团股份有限公司 董事、高级管理人员持有及买卖本公司股票管理制度 第三条 公司董事和高级管理人员所持本公司股份,是指登记在其名下和利 用他人账户持有的所有本公司股票。 公司董事和高级管理人员从事融资融券交易的,其所持本公司股份还包括记 载在其信用账户内的本公司股票。 第一章 总则 第一条 为规范广博集团股份有限公司(以下简称"本公司"或"公司") 对董事和高级管理人员持有及买卖本公司股票的管理工作,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》")、《上市公司董事和高级管理人员所持本公司股份及其变动 管理规则》《深圳证券交易所股票上市规则》《深圳证券交易所上市公司自律监 管指引第 10 号——股份变动管理》《深圳证券交易所上市公司自律监管指引第 《广博集团股份有限公司章程》(以下简称"《公司章程》")的有关规定,结合 公司实际情况,特制定本制度。 第二条 本制度适用于公司董事和高级管理人员持有及买卖本公司股票的 管理。 第四条 公司董事和高级管理人员在买卖本公司股票及其衍生品种前,应知 悉《公司法》《证券法》等法律、法规、规范性文件及其他相关规定 ...
广博股份: 半年报董事会决议公告
Zheng Quan Zhi Xing· 2025-08-22 16:12
Meeting Overview - The 19th meeting of the 8th Board of Directors of Guangbo Group Co., Ltd. was convened on August 11, 2025, with all 9 directors present [1] - The meeting was chaired by Mr. Li Ping and complied with relevant laws and regulations [1] Resolutions Passed - The board unanimously approved the 2025 semi-annual report and its summary, with a voting result of 9 votes in favor, 0 against, and 0 abstentions [1] - The resolutions will be submitted to the shareholders' meeting for approval, requiring more than two-thirds of the voting rights present [1] Governance Structure Changes - The company aims to improve its corporate governance structure and internal control systems by revising certain governance policies and adding new ones [2] - All proposed governance amendments received unanimous approval from the board, with voting results consistently showing 9 votes in favor, 0 against, and 0 abstentions [2][3][4] - Specific details of the governance amendments will be published on the Giant Tide Information Network on August 23, 2025 [2][4] Shareholder Meeting Notification - A notice regarding the second extraordinary general meeting of shareholders in 2025 was published on August 23, 2025 [4]
仙鹤股份: 仙鹤股份2025年半年度报告摘要
Zheng Quan Zhi Xing· 2025-08-22 12:10
Core Viewpoint - Xianhe Holdings Co., Ltd. reported significant growth in revenue for the first half of 2025, with a 30.14% increase in operating income compared to the same period last year, although net profit experienced a decline of 13.80% [1]. Financial Summary - Total assets at the end of the reporting period reached approximately 24.82 billion yuan, reflecting a 6.42% increase from the previous year [1]. - Operating income for the period was approximately 5.99 billion yuan, up from 4.60 billion yuan in the same period last year [1]. - Total profit amounted to approximately 521.96 million yuan, down 17.08% from 629.51 million yuan year-on-year [1]. - Net profit attributable to shareholders was approximately 474.49 million yuan, a decrease of 13.80% compared to 550.45 million yuan in the previous year [1]. - The net profit after deducting non-recurring gains and losses was approximately 443.14 million yuan, down 11.20% from 499.00 million yuan year-on-year [1]. Shareholder Information - The largest shareholder, Zhejiang Xianhe Holdings Group Co., Ltd., holds 77.52% of the shares, amounting to approximately 547.26 million shares [3]. - Other notable shareholders include Wang Minglong with 1.42% and Shanghai Tong'an Investment Management Co., Ltd. with 1.17% [3].
仙鹤股份: 上海市锦天城律师事务所关于仙鹤股份有限公司2025年第二次临时股东大会的法律意见书
Zheng Quan Zhi Xing· 2025-08-22 12:09
Group 1 - The core opinion of the legal opinion letter is that the convening and holding procedures of the company's 2025 second extraordinary general meeting of shareholders comply with relevant laws and regulations [5][11][12] - The meeting is scheduled for August 22, 2025, at 14:00 in the company's conference room located at 69 Tianhu South Road, Qujiang District, Quzhou City, Zhejiang Province [3][4] - The company has announced the meeting details, including time, location, and agenda, to all shareholders, with the record date set for August 14, 2025 [3][4] Group 2 - A total of 80 shareholders and representatives participated in the meeting, representing 563,980,057 shares with voting rights, accounting for 79.8866% of the total voting shares [4][5] - The meeting adopted a combination of on-site voting and online voting, with specific time slots for each voting method [3][4] - The legal opinion confirms that the qualifications of the convening personnel and participants meet the requirements of the Company Law and relevant regulations [5][11] Group 3 - The meeting approved several resolutions, including the cancellation of the supervisory board and amendments to the company's articles of association, with a significant majority in favor [6][9][10] - The voting results for key resolutions showed overwhelming support, with votes in favor exceeding 99.5% for most proposals [6][8][9] - The resolutions included the election of new non-independent and independent directors for the fourth board of directors, with all candidates receiving substantial support from shareholders [10][11]