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金陵体育: 董事及高级管理人员薪酬管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:11
Core Points - The document outlines the compensation management system for the board of directors and senior management of Jiangsu Jinling Sports Equipment Co., Ltd, aiming to enhance the incentive and restraint mechanism for operators, maintain the stability of the core management team, and improve the company's operational management level [1][2] Compensation Management Principles - The compensation system is designed to reflect the value of each position, align responsibilities, authority, contributions, and benefits, link compensation levels to company goals and performance, and emphasize both incentives and constraints [5][6] Compensation Structure - The compensation for directors and senior management consists of a basic salary and performance-based salary, with the performance salary being tied to the company's annual performance and assessed by the board's compensation and assessment committee [6][8] Compensation Distribution - Salaries for directors and senior management are distributed according to the company's internal salary distribution system, with independent director allowances paid monthly following shareholder approval [4][7] Salary Adjustment Criteria - Salary adjustments are based on industry salary growth, inflation levels, company profitability, organizational structure changes, and individual position changes [7][8]
金陵体育: 第七届董事会第三十二次会议决议公告
Zheng Quan Zhi Xing· 2025-08-08 16:11
Group 1 - The board meeting of Jiangsu Jinling Sports Equipment Co., Ltd. was held legally and effectively, with all members present and voting unanimously in favor of the proposals [1][2][3] - The board approved several governance documents and management systems, including the Audit Committee Working Rules and the Nomination Committee Working Rules, all receiving unanimous support [2][3] - A total of 27 proposals were reviewed and passed by the board, with all receiving unanimous approval, indicating strong consensus among board members [3] Group 2 - The company is making efforts to enhance its governance structure and operational norms by revising and abolishing certain governance systems [2][3] - Specific proposals included the establishment of management systems for investor relations, information disclosure, and internal control, all aimed at improving corporate governance [2][3] - The company plans to submit some of the approved proposals to the shareholders' meeting for further consideration [3]
金陵体育: 关于召开2025年第一次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-08-08 16:11
Meeting Overview - The company will hold its first extraordinary general meeting of shareholders in 2025 on August 26, 2025, at 14:00 [1] - The meeting will allow both on-site and online voting for shareholders [1][4] Voting Procedures - Shareholders can vote through the Shenzhen Stock Exchange trading system or the internet voting system on the same day [1][4] - The voting time for the trading system is from 9:15 to 9:25, 9:30 to 11:30, and 13:00 to 15:00 [1] - Shareholders must choose either on-site voting or online voting, and duplicate votes will be counted based on the first valid vote [1][5] Eligibility and Registration - All shareholders registered by the cut-off date of August 21, 2025, are eligible to attend the meeting [2] - Registration for corporate shareholders requires specific documentation, including a power of attorney if represented by an agent [4] - Individual shareholders must present their securities account card and identification for registration [4] Meeting Agenda - The meeting will review specific proposals, with details provided in the agenda [3] - Voting will be conducted on non-cumulative voting proposals, and the results will be counted accordingly [3][7] Contact Information - Shareholders can contact the company’s securities department for any inquiries regarding the meeting [4]
金陵体育: 董事、高级管理人员离职管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:11
Core Viewpoint - The document outlines the management system for the resignation of directors and senior management personnel at Jiangsu Jinling Sports Equipment Co., Ltd, aiming to ensure stability in corporate governance and protect the rights of the company and its shareholders [1][2]. Chapter Summaries Chapter 1: General Principles - The system is established in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China and the company's articles of association [1]. Chapter 2: Resignation Circumstances and Procedures - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company [3]. - If a director's resignation results in the board falling below the legal minimum number of members, the director must continue to fulfill their duties until a new director is appointed [3][4]. - The shareholders' meeting can decide to dismiss a director, effective immediately upon resolution [2]. - Senior management can also resign before their term ends, with specific procedures outlined in their labor contracts [2]. Chapter 3: Handover Procedures and Unresolved Matters - Resigning directors and senior management must hand over all company-related documents and assets within five working days after their resignation becomes effective [4]. - If there are significant unresolved matters, the audit committee may initiate a departure audit [4]. Chapter 4: Obligations of Resigning Directors and Senior Management - The obligations of loyalty to the company and confidentiality regarding sensitive information continue after resignation [5]. - Resigning personnel must report any changes in their shareholdings and are restricted from transferring shares within six months post-resignation [5][6]. Chapter 5: Accountability Mechanism - The board will review any breaches of commitments or obligations by resigning personnel and may pursue compensation for losses incurred [6]. - Resigning personnel can appeal the board's decisions regarding accountability within fifteen days [6]. Chapter 6: Supplementary Provisions - The system will be effective upon approval by the board and will be revised in accordance with any changes in laws or regulations [6].
金陵体育: 市值管理制度
Zheng Quan Zhi Xing· 2025-08-08 16:11
Core Viewpoint - The company aims to enhance its investment value and shareholder returns through effective market value management strategies, focusing on improving company quality and maintaining investor trust [1][2]. Group 1: Objectives and Principles of Market Value Management - The primary goal of market value management is to protect the interests of investors, especially small and medium-sized investors, while promoting the company's operational quality and development [1][2]. - The management principles include compliance with laws, value creation through core business development, maximizing long-term shareholder interests, scientific management based on key factors affecting investment value, and maintaining integrity [2][3]. Group 2: Organizational Structure and Responsibilities - The Board of Directors is the leading body for market value management, responsible for setting long-term investment value goals and ensuring that investor interests are considered in major decisions [2][3]. - A Market Value Management Committee is established to formulate and decide on significant market value management plans, with the Chairman of the Board serving as the committee head [3][4]. Group 3: Main Methods of Market Value Management - The company will focus on its core business and adopt various strategies to enhance operational capabilities and overall quality, including mergers and acquisitions, equity incentives, cash dividends, investor relations management, and share buybacks [5][6]. - Mergers and acquisitions will be utilized to strengthen core competitiveness and expand business coverage, while equity incentives will align the interests of management and employees with long-term company value [5][6]. Group 4: Compliance and Ethical Standards - The company and its stakeholders must adhere to compliance standards, avoiding actions such as insider trading, misleading disclosures, and market manipulation [7]. - There is a strong emphasis on maintaining a healthy market environment and ensuring that all market value management activities are conducted within legal frameworks [7].
金陵体育: 选聘会计师事务所制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:11
Core Points - The document outlines the procedures and requirements for Jiangsu Jinling Sports Equipment Co., Ltd. to select and appoint accounting firms for auditing purposes, ensuring compliance with relevant laws and regulations [2][3][4] Group 1: General Principles - The company establishes a system for the selection of accounting firms to ensure compliance with the Company Law and other relevant regulations [2] - The selection process must be approved by the Audit Committee and the Board of Directors, and ultimately decided by the shareholders' meeting [2][3] Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess independent legal status, necessary qualifications, and a good reputation [4] - The firms should have a fixed workplace, sound organizational structure, and robust internal management systems [4] Group 3: Selection Procedures - The selection process includes competitive negotiations, public bidding, and other methods to ensure fairness and transparency [3][5] - The Audit Committee is responsible for overseeing the selection process and evaluating the performance of the appointed accounting firms [5][6] Group 4: Reappointment and Replacement - The company may reappoint accounting firms that meet selection criteria without going through the public selection process, subject to annual review by the Audit Committee [3][6] - The company must replace accounting firms under specific circumstances, such as significant quality defects or delays in audit work [6][7] Group 5: Supervision and Penalties - The Audit Committee is tasked with monitoring the performance of the selected accounting firms and ensuring compliance with auditing standards [7][8] - Serious violations by accounting firms can lead to disqualification from future appointments [8]
金陵体育: 对外担保制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:11
Core Points - The document outlines the external guarantee system of Jiangsu Jinling Sports Equipment Co., Ltd, aiming to regulate external guarantee behaviors and control risks [1][2] - The system applies to the company and its controlling subsidiaries, defining external guarantees as providing guarantees or collateral for others [1][2] - The principles of external guarantees include legality, prudence, mutual benefit, and safety, with strict controls on debt risks [2][3] Summary by Sections General Principles - The external guarantee system is established to protect shareholders and investors' rights based on relevant laws and regulations [1] - The system applies to the company and its controlling subsidiaries, with specific definitions of external guarantees [1][2] Basic Principles of External Guarantees - Guarantees must adhere to principles of legality, prudence, mutual benefit, and safety [2] - The board of directors or shareholders must review and approve any external guarantees [2][3] Approval Authority and Procedures - The finance department and board office are responsible for daily management of external guarantees [3] - A thorough analysis of the applicant's financial status and risks must be conducted before approval [3][4] Management of External Guarantees - The company must implement risk control measures and conduct due diligence on the guaranteed party [4][5] - Contracts for guarantees must be in writing, and the company must manage these contracts diligently [6][7] Information Disclosure - The company is required to disclose all external guarantee matters to the auditing firm and announce board or shareholder resolutions regarding guarantees [8][9] - Specific conditions trigger the need for timely disclosure, such as failure to repay debts or significant changes in the guaranteed party's financial status [9][10]
金陵体育: 股东会议事规则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:11
General Principles - The rules are established to standardize the behavior of Jiangsu Jinling Sports Equipment Co., Ltd. and ensure shareholders can exercise their rights according to the law [2] - The company must strictly follow laws, regulations, and its articles of association when convening shareholder meetings [2][3] Powers of the Shareholders' Meeting - The shareholders' meeting is the company's authority body and must exercise its powers within the scope defined by the Company Law and the company's articles of association [3] - Certain transactions must be submitted for shareholders' approval if they meet specific criteria, such as electing directors, approving profit distribution plans, and significant asset transactions [3][4] Transaction Approval Criteria - Transactions involving assets exceeding 30% of the company's latest audited total assets must be submitted for approval [4] - Related party transactions exceeding 30 million RMB and 5% of the company's latest audited net assets must also be submitted for approval [4] Shareholders' Meeting Convening - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [8] - Temporary meetings can be convened under specific circumstances, such as when the number of directors is insufficient or when requested by shareholders holding more than 10% of shares [8][9] Proposals and Notifications - Proposals for the shareholders' meeting must fall within the powers of the meeting and be submitted in writing at least 10 days before the meeting [15][16] - Notifications for the annual meeting must be sent 20 days in advance, while notifications for temporary meetings must be sent 15 days in advance [18] Voting and Resolutions - Each share has one vote, and the voting must be conducted in a fair manner without manipulation [20] - Ordinary resolutions require a simple majority, while special resolutions require two-thirds approval from the attending shareholders [50][52] Meeting Records - The company must keep detailed records of the meeting, including attendance, proposals, and voting results, for at least 10 years [26]
金陵体育: 投资者关系管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:11
Core Points - The company aims to enhance its governance structure and investor relations to foster long-term, stable relationships with investors, thereby maximizing company value and shareholder interests [2][3] - The investor relations management is defined as a continuous management activity that strengthens communication between the company and its investors [3][4] - The company emphasizes the principles of fairness, justice, and openness in its investor relations management, ensuring equal treatment of all investors [4][5] Group 1: Objectives and Principles - The primary objective of investor relations management is to deepen investors' understanding and recognition of the company [5] - The basic principles include compliance, equality, proactivity, and honesty in investor relations activities [10][11] Group 2: Communication Channels and Methods - The company is required to utilize multiple channels and platforms for investor relations, including its official website, new media platforms, and various communication methods such as meetings and roadshows [4][8] - Communication content must adhere to compliance principles, ensuring that all disclosed information is accurate and not misleading [10][11] Group 3: Responsibilities and Management - The board secretary is responsible for organizing and coordinating investor relations management activities, ensuring effective communication with investors [31][32] - The company must maintain a record of investor relations activities, including details of participants and discussion content, to ensure transparency [27][39] Group 4: Investor Engagement - The company is encouraged to actively engage with small and medium investors, providing opportunities for their participation in various activities [7][8] - Investor meetings should be announced in advance, and the company must ensure that all investors have equal access to information [6][8]
金陵体育: 信息披露暂缓与豁免管理办法(2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:11
江苏金陵体育器材股份有限公司 信息披露暂缓与豁免管理办法 第一章 总则 第一条 为规范江苏金陵体育器材股份有限公司(以下简称"公司")的信 息披露行为,加强信息披露事务管理,切实保护公司、股东、债权人及其他利益 相关者的合法权益,根据《中华人民共和国证券法》《上市公司信息披露管理办 法》《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"《监管指引 2 号》")及《公司章程》的有关规定,制定本《信息 披露暂缓与豁免管理办法》(以下简称"本办法")。 第二条 公司应当披露的信息存在《上市规则》《监管指引 2 号》中规定的 暂缓、豁免情形的,公司自行审慎判断暂缓或豁免披露,并接受证券交易所对有 关信息披露暂缓、豁免事项的事后监管。 第三条 本办法适用于公司各部门、分公司及子公司。 第二章 适用情形与条件 本办法所称国家秘密,是指国家有关保密的法律法规及部门规章规定的,关 系国家安全和利益,依照法定程序确定,在一定时间内只限一定范围的人员知悉, 泄露后可能损害国家在政治、经济、国防、外交等领域的安全和利益的信息。 ...