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圣农发展: 独立董事制度(2025年修订)
Zheng Quan Zhi Xing· 2025-08-17 08:15
Core Points - The article outlines the independent director system of Fujian Shengnong Development Co., Ltd., emphasizing the importance of independent directors in safeguarding the interests of all shareholders, particularly minority shareholders [1][2][3] Summary by Sections General Principles - The independent director system is established to ensure the company's standardized operation and protect the legitimate rights and interests of shareholders [1][2] - 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 [2][3] Responsibilities and Duties - Independent directors are required to attend board meetings, understand the company's operations, and actively participate in decision-making processes [3][19] - They have the authority to independently hire intermediaries for auditing or consulting on specific matters [19][20] Independence Requirements - Independent directors must maintain independence and cannot have significant relationships with the company or its major shareholders [12][13] - The company must ensure that independent directors account for at least one-third of the board members, with specific qualifications for accounting professionals [5][6] Nomination and Election - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares [13][14] - The company must disclose any objections raised by the Shenzhen Stock Exchange regarding independent director candidates [12][14] Performance and Evaluation - Independent directors are required to submit annual reports detailing their attendance and participation in board activities [32][33] - The company must provide necessary support and resources for independent directors to fulfill their responsibilities effectively [33][34] Compensation and Insurance - The company is responsible for covering expenses incurred by independent directors while performing their duties [38][39] - A liability insurance system may be established to mitigate risks associated with the normal performance of their duties [40]
晓鸣股份: 董事会提名委员会工作细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-17 08:15
Core Points - The document outlines the work rules for the Nomination Committee of Ningxia Xiaoming Agricultural and Animal Husbandry Co., Ltd, aimed at standardizing the selection of directors and senior management, and improving corporate governance [1][2][3] Chapter Summaries Chapter 1: General Principles - The Nomination Committee is established to select candidates for directors and senior management based on relevant laws and regulations [1] - The committee is responsible to the board of directors, and its proposals are submitted for board review [1] Chapter 2: Composition - The committee consists of three directors, with two being independent directors [2] - The committee is chaired by an independent director, and its term aligns with that of the board [2] Chapter 3: Responsibilities and Authority - The committee is tasked with formulating selection criteria and procedures for directors and senior management, and making recommendations to the board [3] - If the board does not fully adopt the committee's recommendations, it must document the reasons for non-adoption [3] Chapter 4: Decision-Making Procedures - The committee must research the needs for new directors and senior management, and prepare written materials for the board [4] - The committee can search for candidates internally and externally, collecting detailed information on potential nominees [4] Chapter 5: Meeting Rules - Meetings must be announced three days in advance, and a quorum requires two-thirds of the members [5] - Decisions require a majority vote, and meetings can include external experts if necessary [5] Chapter 6: Supplementary Provisions - The rules take effect upon board approval and replace any previous rules [6] - The board is responsible for interpreting and amending these rules [6]
圣农发展: 董事、高级管理人员薪酬管理制度(2025年修订)
Zheng Quan Zhi Xing· 2025-08-17 08:15
Core Points - The company aims to establish a compensation management system for directors and senior management that aligns with modern corporate governance and market economy principles [1] - The compensation system is designed to motivate and incentivize directors and senior management to enhance the company's economic performance [1] Summary by Sections General Principles - The compensation management system applies to full-time directors and senior management who receive salaries from the company [1] - Independent and external directors do not receive salaries or benefits from the company, but independent directors receive allowances as per the company's independent director system [2] Compensation Plan - The compensation for directors and senior management consists of a fixed basic salary and a performance-based bonus [3] - The annual salary is determined based on industry standards, company performance, and job responsibilities [3] - Performance bonuses are linked to the completion of company goals, departmental assessments, and individual performance evaluations [3] Compensation Distribution and Management - Basic salaries are paid monthly via bank transfer, and the calculation period is from the 1st to the last day of each month [4] - Taxes and social insurance contributions are deducted from the basic salary and performance bonuses as per national and local regulations [4] - Performance bonuses are determined after the annual performance review and are paid within two months following the audit of the annual report [5] Benefits and Constraints - Directors and senior management are entitled to various benefits, including insurance and paid leave, in accordance with national laws and company policies [6] - Any violations of laws or company regulations by directors or senior management may result in forfeiture of performance bonuses [5][6] - The company ensures that compensation agreements comply with fairness principles and do not harm the company's interests [6] Miscellaneous - The compensation management system becomes effective upon approval by the company's shareholders and will be modified as necessary [8] - The board of directors is responsible for interpreting the compensation management system [9]
晓鸣股份: 独立董事制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-17 08:15
宁夏晓鸣农牧股份有限公司 独立董事制度 二〇二五年八月 宁夏晓鸣农牧股份有限公司独立董事制度 宁夏晓鸣农牧股份有限公司独立董事制度 第一章 总则 第一条 为进一步完善宁夏晓鸣农牧股份有限公司(以下简称"公司" )治理 结构,促进公司规范运作,明确独立董事的职责权限,保证独立董事依法行使职 权,公司根据《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》")、中国证券监督管理委员会(以下简称"中 国证监会") 《上市公司独立董事管理办法》 (以下简称"《管理办法》")、 《上市公 司治理准则》及深圳证券交易所发布的《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》 (以下简称"《规范运作》")等法律、行政法规、部 门规章、规范性文件和公司章程的规定,特制定本制度。 第二条 独立董事是指不在公司担任除董事外的其他职务,并与其所受聘的 公司及其主要股东、实际控制人不存在直接或者间接利害关系,或者其他可能影 响其进行独立客观判断关系的董事。 第三条 独立董事对公司及全体股 ...
圣农发展: 董事会战略委员会议事规则(2025年修订)
Zheng Quan Zhi Xing· 2025-08-17 08:15
Core Points - The article outlines the rules and regulations governing the Strategic Committee of Fujian Shengnong Development Co., Ltd, emphasizing its role in formulating and planning the company's long-term development strategy [1][2][3] Group 1: General Provisions - The Strategic Committee is established to ensure the scientific nature of the company's development planning and strategic decision-making, enhancing sustainable development capabilities [1] - The rules are formulated in accordance with relevant laws, regulations, and the company's articles of association [2] Group 2: Composition of the Committee - The Strategic Committee consists of five directors, including the chairman and at least one independent director, elected by the board of directors [3][4] - The chairman of the board serves as the director of the Strategic Committee, responsible for convening and presiding over meetings [3][4] Group 3: Responsibilities and Authority - The Strategic Committee is tasked with researching and proposing suggestions on the company's long-term development plans, operational goals, and major strategic investments [6][13] - It is also responsible for tracking the implementation of these strategies and ensuring compliance with legal and regulatory requirements [6][13] Group 4: Meeting Procedures - Meetings of the Strategic Committee are held as needed, with a requirement for at least two-thirds of the members to be present for decisions to be valid [18][26] - The committee can use various methods for meetings, including in-person, video, or telephonic formats, ensuring all members can communicate effectively [19][20] Group 5: Voting and Decision-Making - Decisions made by the Strategic Committee require a majority vote from the members present, with provisions for both open and secret ballot voting [10][12] - The committee must document meeting minutes accurately, reflecting the opinions expressed and the outcomes of votes [42][44]
晓鸣股份:2025年半年度净利润约1.85亿元
Mei Ri Jing Ji Xin Wen· 2025-08-17 08:13
Company Performance - Xiaoming Co., Ltd. reported a revenue of approximately 752 million yuan for the first half of 2025, representing a year-on-year increase of 93.65% [1] - The net profit attributable to shareholders for the same period was approximately 185 million yuan, with basic earnings per share of 0.9928 yuan [1] - In comparison, the revenue for the same period in 2024 was approximately 388 million yuan, with a net loss attributable to shareholders of about 29.17 million yuan and basic loss per share of 0.1555 yuan [1] Market Valuation - As of the report date, Xiaoming Co., Ltd. has a market capitalization of 4.4 billion yuan [1]
圣农发展:上半年净利9.1亿元 同比增791.93%
Ge Long Hui A P P· 2025-08-17 08:12
格隆汇8月17日|圣农发展(002299.SZ)公告称,公司2025年上半年实现营业收入88.56亿元,同比增长 0.22%;实现归属于上市公司股东的净利润9.10亿元,同比增长791.93%。 ...
圣农发展:上半年归母净利润9.1亿元,同比增长791.93%
Xin Lang Cai Jing· 2025-08-17 08:05
Core Viewpoint - The company reported a slight increase in revenue for the first half of 2025, while net profit saw a significant rise, indicating strong financial performance despite a modest growth in sales [1] Financial Performance - The company achieved an operating revenue of 8.856 billion yuan in the first half of 2025, representing a year-on-year growth of 0.22% [1] - The net profit attributable to shareholders reached 910 million yuan, showing a remarkable year-on-year increase of 791.93% [1] Dividend Policy - The company announced plans not to distribute cash dividends, issue bonus shares, or increase share capital from reserves [1]
上市公司巨资炒股|仙坛股份去年营收净利润双降拟大规模“炒股” 10亿元额度占净资产的21%
Xin Lang Zheng Quan· 2025-08-15 18:27
Core Viewpoint - Several companies, including Xiantan Co., are planning significant investments in securities, raising concerns about potential risks associated with diverting funds from core business operations [1][2]. Group 1: Company Investment Plans - At least seven companies have announced plans to invest over 1 billion RMB in securities, with Xiantan Co. planning to use up to 1 billion RMB of its own funds for this purpose [1]. - Xiantan Co. reported a net asset of 4.664 billion RMB at the end of 2024, with the planned investment amounting to approximately 21% of its net assets [1]. - The company’s revenue for 2024 was 5.291 billion RMB, reflecting a year-on-year decline of 8.49%, while net profit decreased by 8.75% to 206 million RMB [1]. Group 2: Financial Performance and Risks - Xiantan Co. experienced a significant drop in operating cash flow, down 52.9% to 155 million RMB, while capital expenditures increased to 586 million RMB, indicating tightening cash flow [1]. - The decision to allocate 1 billion RMB for securities investment amidst declining cash flow raises concerns about the potential strain on the company's core business operations [2]. - Industry experts suggest that the focus on securities investment could lead to insufficient investment in core operations, potentially resulting in increased costs and underperformance in production capacity [2][3]. Group 3: Regulatory and Investor Considerations - There is a call for regulatory measures to limit the proportion of securities investments by listed companies and to ensure transparency in investment logic and risk management [3]. - Companies are encouraged to maintain their core business focus and treat securities investment as a supplementary strategy rather than a primary activity [3]. - Investors are advised to prioritize the long-term competitiveness and sustainability of the company's main business over short-term fluctuations in investment returns [3].
第二十四届长春农博会聚焦“四个农业”
Xin Hua She· 2025-08-15 11:42
Core Viewpoint - The 24th China Changchun International Agricultural and Food Expo opened on August 15 in Changchun, Jilin Province, showcasing modern agricultural achievements under the theme of "Technology Agriculture, Green Agriculture, Quality Agriculture, Brand Agriculture" [1] Group 1: Event Overview - The expo features eight major exhibition areas, including high-quality agricultural products and food, high-tech facilities, planting demonstrations, creative agriculture, premium livestock, agricultural machinery, modern seed industry, and agricultural culture [1] - Over 1,000 domestic specialty agricultural product companies participated, along with more than 260 domestic and foreign agricultural machinery companies, over 70 livestock and feed veterinary drug companies, and 30 agricultural input companies [1] Group 2: Highlights of Exhibits - The Jilin Province exhibition hall showcased high-quality agricultural products such as Jilin rice and fresh corn, attracting numerous visitors [1] - The "Ji" brand products from over 200 high-quality grain enterprises demonstrated the latest achievements in branding grain from black soil [1] - The agricultural machinery equipment area displayed the latest technological equipment from hundreds of domestic and foreign agricultural machinery companies, including unmanned plant protection machines, unmanned tractors, and large intelligent harvesters [1]