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安琪酵母: 安琪酵母股份有限公司外汇风险和利率风险管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-14 16:15
Core Viewpoint - The document outlines the foreign exchange and interest rate risk management system of Angel Yeast Co., Ltd, aiming to standardize and enhance the management of these risks to ensure asset safety and compliance with relevant laws and regulations [1][2]. Section Summaries Purpose - The purpose of the system is to regulate the foreign exchange and interest rate risk management work of the company, ensuring asset safety and compliance with laws and regulations [1]. Scope - The risk management activities are limited to major settlement currencies used in the company's international business, including but not limited to USD, EUR, RUB, and EGP. The company will utilize various financial instruments to manage these risks [2]. Roles and Responsibilities - The financial department's risk management team, led by the financial manager, is responsible for drafting transaction plans, which include transaction types, limits, and methods. The plans must be approved by the general manager after review by the responsible leader [3][4]. Business Authorization - The decision-making bodies for risk management include the shareholders' meeting, board of directors, and management. Transactions exceeding 30% of the company's audited total revenue must be approved by the shareholders' meeting [4]. Management Principles - The risk management activities must align with the company's operational principles, focusing on hedging to minimize risks. Speculative trading is prohibited, and all activities must be managed centrally by the financial department [5]. Additional Provisions - The company must conduct transactions only with qualified financial institutions approved by the State Administration of Foreign Exchange and the People's Bank of China. The company is required to establish its own trading accounts for these activities [5].
安琪酵母: 安琪酵母股份有限公司信息披露暂缓与豁免业务管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-14 16:15
General Principles - The company aims to standardize the management of information disclosure deferral and exemption, ensuring compliance with legal obligations and protecting investors' rights [1] - The company will follow the regulations set forth in the Stock Listing Rules and other relevant business rules when handling information disclosure deferral and exemption [1][2] Scope of Deferral and Exemption - Information can be deferred or exempted from disclosure if it involves state secrets or commercial secrets that meet specific criteria, such as potential harm to competition or violation of confidentiality [2][3] - The definition of commercial secrets includes non-public information that provides economic benefits and is protected by confidentiality measures [2] - The definition of state secrets includes information related to national security that is restricted to a limited audience and could cause harm if disclosed [2] Management of Deferral and Exemption - The company must carefully assess whether information qualifies for deferral or exemption and cannot misuse these procedures to avoid disclosure obligations [3][4] - The company has a responsibility to maintain state secrets and must not disclose such information through any means, including investor interactions or media releases [4] - In periodic reports, the company may use alternative methods to protect sensitive information, such as using pseudonyms or summarizing data [4][5] Responsibilities and Procedures - The chairman of the board is the primary responsible person for implementing deferral and exemption measures, while the board secretary coordinates the specific details [5] - Departments seeking deferral or exemption must complete internal documentation and submit it to the board secretary for review within two trading days [5][6] - Any deferred or exempted information must be disclosed promptly once the reasons for deferral are resolved [6][7] Accountability - The company has established a mechanism for accountability regarding deferral and exemption practices, with penalties for those who fail to comply with the established procedures [7]
安琪酵母: 安琪酵母股份有限公司内部控制制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-14 16:15
Core Viewpoint - The internal control system of Angel Yeast Co., Ltd. aims to enhance operational efficiency, ensure asset security, and comply with legal regulations while mitigating various risks [1]. Group 1: Internal Control Objectives - The internal control system is designed to ensure legal compliance, asset security, and the authenticity of financial reporting [1]. - The principles guiding the internal control system include comprehensiveness, legality, effectiveness, significance, checks and balances, adaptability, and cost-effectiveness [3]. Group 2: Internal Control Environment - The company establishes a clear organizational structure and division of responsibilities to ensure effective management [2]. - The board of directors oversees the internal control system's effectiveness, while management is responsible for its implementation [2][3]. - An audit and risk committee is established within the board to supervise financial information and internal control [2]. Group 3: Risk Assessment - The company conducts comprehensive risk assessments by collecting relevant internal and external information [5]. - Internal risks focus on factors such as management integrity, organizational structure, and financial health [5][7]. - External risks include economic conditions, legal regulations, and technological advancements [5][7]. Group 4: Control Activities - Control measures include separation of incompatible duties, authorization controls, and financial management systems [8][9]. - The company implements a budget management system to clarify responsibilities and enhance budgetary constraints [10]. Group 5: Information and Communication - The company establishes internal communication systems to enhance efficiency and transparency [11]. - An information disclosure management system is in place to ensure timely and accurate external communication [11]. Group 6: Internal Supervision - The audit and risk committee is responsible for internal supervision and reporting on control deficiencies [12][14]. - Regular self-evaluations of the internal control effectiveness are conducted based on supervisory findings [14].
安琪酵母: 安琪酵母股份有限公司内部审计制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-14 16:15
General Principles - The internal audit system of Angel Yeast Co., Ltd. aims to enhance and standardize internal audit work, improve audit quality, strengthen risk management, protect the interests of the company and its shareholders, and promote sustainable development [1][2] - Internal audit is defined as the supervision, evaluation, and recommendations regarding financial expenditures, economic activities, data asset management, internal control, risk management, and performance management [1][2] Internal Audit Organization and Personnel - The internal audit work is organized under the leadership of the company's Party Committee and Board of Directors [2] - The Audit and Risk Committee of the Board is responsible for guiding and supervising internal audit work [2] - The audit team operates independently and is funded through the company's financial budget [2][3] - Internal auditors must possess relevant professional knowledge and experience, and the company should support their continuous training and development [2][3] Internal Audit Responsibilities and Authority - The internal audit team is responsible for establishing a comprehensive internal audit system and auditing the execution of strategic decisions, financial activities, and compliance with regulations [3][4] - The audit team has the authority to request relevant documents, attend meetings, and conduct on-site inspections [3][4] Internal Audit Methods and Procedures - The audit team should incorporate research-based auditing concepts throughout the audit process and utilize modern technologies to enhance audit quality and efficiency [4][5] - An annual audit plan should be developed based on the company's goals and key work areas, covering significant risk areas [4][5] Audit Rectification and Result Utilization - The audited units are responsible for rectifying issues identified in the audit, with their main leaders being the first responsible persons for rectification [6][7] - The audit team will track the rectification progress and establish a rectification ledger to ensure compliance [6][7] Accountability - The company will require corrective actions from audited units that refuse to cooperate with the audit or fail to rectify identified issues [7][8] - Internal auditors who violate regulations or fail to identify significant issues may face disciplinary actions or legal consequences [8][9]
安琪酵母: 安琪酵母股份有限公司社会责任管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-14 16:15
General Principles - The company aims to implement a social responsibility management system to promote sustainable economic and social development, adhering to relevant laws and regulations [1][2] - Social responsibility encompasses safety production, product quality, environmental protection, resource conservation, employment promotion, and employee rights protection [1][2] Management System and Responsibilities - The company has established an ESG (Environmental, Social, and Governance) management system led by an ESG working group, which is responsible for formulating ESG strategies and standards [3] - The board of directors serves as the decision-making body for social responsibility, while various departments and subsidiaries are responsible for execution [3] Responsibilities to Consumers - The company commits to providing natural, nutritious, healthy, and delicious products while adhering to food safety laws and regulations [5][6] - A robust product quality control system is in place to prevent unsafe products from reaching consumers [6] Responsibilities to the Environment and Resources - The company focuses on energy conservation and environmental protection, implementing clean production methods to minimize resource consumption [12][13] - An environmental monitoring system is established to ensure compliance with pollution discharge regulations and to address any environmental incidents promptly [15] Responsibilities to Employees - The company protects employees' legal rights and promotes stable employment, ensuring timely social insurance payments and adherence to labor laws [19][20] - Safety management and health monitoring systems are implemented to safeguard employee well-being [21][22] Responsibilities to Shareholders and Creditors - The company aims to improve corporate governance and market image while ensuring fair treatment of all investors [24][25] - Long-term profit distribution policies are established to provide reasonable returns to shareholders [27] Responsibilities to Suppliers and Partners - The company fosters long-term, transparent relationships with suppliers and partners based on mutual benefit and integrity [30][31] - Anti-commercial bribery measures are in place to prevent unethical practices in business dealings [33] Responsibilities to Social Welfare - The company actively participates in industry activities and social welfare initiatives, including disaster relief efforts [34][37] - A donation management system is established to support social causes within the company's capacity [35] Reporting and Disclosure - The company is required to publish an annual sustainability report within four months after the end of the fiscal year, ensuring transparency in its social responsibility efforts [39][40] - The information disclosed must accurately reflect the company's performance in sustainable development without misleading stakeholders [41]
安琪酵母: 安琪酵母股份有限公司董事及高管人员薪酬管理办法(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-14 16:15
(2025 年 8 月修订) 安琪酵母股份有限公司 董事及高管人员薪酬管理办法 为有效调动和发挥董事及高管人员积极性和创造性,促进公 司战略和中短期目标实现,根据《中华人民共和国公司法》等法 律法规及本公司章程,结合公司所在区域和行业等具体情况,特 制定本办法。 第一条 适用对象 董事长、总经理、副总经理、财务负责人、董事会秘书、董 事(不包括外部独立董事、职工董事)等人员(以下简称上述人 员)适用本办法。纳入宜昌市国有企业负责人薪酬管理范围的人 员,按市国资委相关办法及规定执行。 第二条 指导原则 结合市场化原则和公司实际,责权利对等,激励与约束并重。 第三条 管理职责 董事会负责对上述人员进行考核并确定薪酬,董事会薪酬与 考核委员会及其工作小组负责具体实施。 第四条 薪酬标准 上述人员基本薪酬=董事长基本薪酬*职务系数。 每年初,公司综合考虑同行业薪酬水平、外部环境、资产和 效益规模、全员总体薪酬水平等因素,按同比上年增幅不超过销 售收入与净利润综合增幅(当年度预算比上年度实际,销售收入 与净利润增幅各占 50%)的原则,制定董事长基本薪酬标准。上 述人员职务系数确定如下: (一)董事长、总经理为 1; ...
安琪酵母: 安琪酵母股份有限公司董事会战略与可持续发展委员会实施细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-14 16:15
Core Points - The company has established a Strategic and Sustainable Development Committee to enhance long-term strategic planning and decision-making processes [1][2] - The committee is responsible for researching and advising on long-term development strategies, major investment decisions, and sustainability matters [2][8] Group 1: General Provisions - The committee is formed to adapt to the company's strategic development needs and improve core competitiveness [1] - It is a specialized working body set up by the board of directors based on shareholder resolutions [1][2] Group 2: Composition - The committee consists of five to seven directors, including at least one independent director with significant industry experience [2][5] - The chairman of the committee is the company's chairman [2][5] Group 3: Responsibilities and Authority - The committee's main responsibilities include researching long-term strategies, major investment decisions, annual research plans, and significant technological innovation projects [8][9] - It is also tasked with reviewing and advising on major financing proposals and sustainability reports [8][9] Group 4: Decision-Making Procedures - The committee's working group is responsible for preparing decision-making materials and proposals for the committee's meetings [3][4] - Meetings are held as needed, with a requirement for two-thirds of members to be present for decisions to be valid [5][12] Group 5: Meeting Rules - The committee can invite relevant personnel to meetings and may hire external consultants for professional advice [5][16] - Meeting records must be kept, and members are bound by confidentiality regarding discussed matters [5][20] Group 6: Supplementary Provisions - The implementation rules take effect upon approval by the board of directors [6][21] - The board holds the authority to interpret these rules [7][23]
安琪酵母: 安琪酵母股份有限公司董事会薪酬与考核委员会实施细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-14 16:15
安琪酵母股份有限公司 董事会薪酬与考核委员会实施细则 (2025 年 8 月修订稿) 第一章 总则 第一条 为进一步建立健全公司董事(非独立董事)及高级 管理人员的考核和薪酬管理制度,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》《公司章程》及其 他有关规定,公司特设立董事会薪酬与考核委员会,并制定本实 施细则。 第二条 薪酬与考核委员会是董事会按照股东会决议设立的 专门工作机构,主要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 政策与方案,对董事会负责。 第三条 本细则所称董事是指在本公司支取薪酬的董事长、 内部董事,高级管理人员是指董事会聘任的总经理、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五至七名外部董事组成, 成员中独立董事应当过半数。 (三)董事、高级管理人员在拟分拆所属子公司安排持股计 划; 第五条 薪酬与考核委员会设主任委员(召集人)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。 — 1 — 第六条 薪酬与考核委员会任期与董事会任期一 ...
安琪酵母: 安琪酵母股份有限公司负债管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-14 16:15
Core Viewpoint - The document outlines the debt management system of Angel Yeast Co., Ltd., emphasizing the importance of debt risk management and establishing a long-term mechanism for debt risk prevention to ensure sustainable and stable development of the company [1]. Group 1: General Principles - The company’s debt management should adhere to principles of prudent operation, enhancing quality and efficiency, scientific management, and self-restraint [1]. - It is essential to strengthen risk awareness and control the scale of debt and leverage levels, ensuring that debt risks remain within manageable limits [1]. - The company aims to improve operational management and enhance capital strength while maintaining a reasonable asset-liability ratio [1]. Group 2: Responsibilities - The finance department is responsible for the overall management of the company's debt, including maintaining a dynamic monitoring system for debt limits and establishing key risk warning indicators [2]. - The risk control department supervises and guides debt management, assisting in the development of risk indicators and emergency response plans [2]. - Each subsidiary must strictly implement the company's debt management requirements and report regularly to the finance department [2]. Group 3: Debt Management Constraints - The asset-liability ratio serves as the primary constraint for debt management, with different industries and types of enterprises subject to classification management and dynamic adjustments [2]. - The baseline for the asset-liability ratio is set at the previous year's average for state-owned enterprises in the same industry, with a warning line set at 5 percentage points above this baseline and a key supervision line at 10 percentage points above [2]. Group 4: Debt Management Mechanism - The company must prioritize debt risk management, carefully conducting debt financing, investments, expenditures, and external guarantees to prevent excessive accumulation of interest-bearing liabilities [3][4]. - The asset-liability ratio should be integrated into the comprehensive budget management system, with specific targets for the annual asset-liability ratio [4]. - The company is encouraged to diversify financing channels and strengthen strategic cooperation with banks to secure long-term, low-cost credit support [4]. Group 5: Monitoring and Evaluation - A dynamic monitoring and early warning mechanism for debt risks should be established to enhance predictive capabilities and prepare appropriate responses [5]. - The company must assess the debt risk status continuously and set clear targets, timelines, and measures for reducing the asset-liability ratio, especially for subsidiaries exceeding warning and supervision lines [5].
安琪酵母:第十届董事会第五次会议决议公告
Zheng Quan Ri Bao· 2025-08-14 13:13
Group 1 - The company announced that its 10th Board of Directors held its fifth meeting on August 14, where several proposals were approved, including the special report on the use of raised funds for the first half of 2025 [2]