Core Viewpoint - The company has announced a shareholder return plan for the next three years (2025-2027) with a minimum dividend payout ratio of 80% or 0.45 CNY per share, whichever is higher, indicating a strong commitment to high dividends [1] Financial Performance - The company reported a net operating cash flow of 1.63 billion CNY in 2024, which is 2.5 times the net profit attributable to shareholders, and a total of 11.7 billion CNY in operating cash flow over the past decade [2] - The company has a low interest-bearing debt ratio of 9.8% as of Q1 2025, with cash and cash equivalents plus trading financial assets amounting to 4.51 billion CNY, which is 7.1 times the net profit for the previous year [2] Order Growth - The company achieved a 10.2% year-on-year growth in new orders in Q2, with total orders amounting to 8.5 billion CNY, driven by strong demand in the Middle East [3] - The company has a backlog of orders worth 33.3 billion CNY, which is 1.5 times the expected revenue for 2024, ensuring stable future performance [3] Product Strategy - The company is implementing a productization strategy, customizing curtain wall products for developed countries and has secured significant orders in Australia and for BIPV products [4] - The productization strategy is expected to drive profit growth, with sales orders for BIPV components already signed and international certifications obtained [4] Investment Outlook - The company forecasts net profits attributable to shareholders of 690 million CNY, 740 million CNY, and 790 million CNY for 2025-2027, with corresponding PE ratios of 12.2, 11.4, and 10.6 [4] - If the dividend yield shifts to 5%, the target market values for 2025-2027 are projected to be 11 billion CNY, 11.8 billion CNY, and 12.6 billion CNY, indicating significant market potential [4]

Investment Rating - The investment rating for the company is "Buy" and is maintained [7]. Core Views - The company announced a shareholder return plan for the next three years (2025-2027), committing to distribute no less than 80% of the annual net profit attributable to shareholders or a minimum of 0.45 CNY per share (including tax), whichever is higher [2][4]. - The company's overseas business is rapidly expanding, with a recent contract for a project in Saudi Arabia valued at approximately 2.012 billion CNY, expected to contribute 8.98% to the 2024 revenue [9]. - The company is focusing on global sales of customized curtain wall products and photovoltaic components, with significant orders signed in Australia and other regions [9]. - The high dividend value is highlighted, with a projected dividend payout ratio of 80% leading to estimated dividend yields of 6.5%, 7.0%, and 7.6% for the years 2025, 2026, and 2027 respectively [9]. Summary by Sections Shareholder Return Plan - The company plans to distribute at least 80% of the annual net profit attributable to shareholders or a minimum of 0.45 CNY per share (including tax) for the years 2025-2027 [2][4]. Overseas Business Expansion - The company secured a significant project in Saudi Arabia, contributing to a 57% year-on-year increase in overseas orders, which now account for 28% of total orders [9]. - The company is expanding its presence in markets such as Saudi Arabia, Dubai, Thailand, and Vietnam [9]. Product Development - The company is actively selling customized curtain wall products and photovoltaic components globally, with notable orders in Australia and other regions [9]. Dividend Policy - The company emphasizes shareholder returns, with a high dividend payout ratio and a commitment to maintaining a minimum dividend per share, enhancing the certainty of dividend payments [9].

Core Points - The internal audit system of Jianghe Creation Group Co., Ltd. aims to enhance the quality of internal audits and ensure effective governance and risk management [3][6][12] - The internal audit department is responsible for supervising financial management and internal control systems, reporting directly to the audit committee [5][6][12] - The internal audit process includes planning, execution, reporting, and follow-up on audit findings, ensuring compliance with relevant laws and regulations [24][25][27] Group 1 - The internal audit is defined as an independent and objective evaluation of the company's financial activities, internal controls, and risk management [3][6] - The internal audit department has the authority to audit all company operations and access all relevant records and personnel [5][6][9] - Internal auditors are required to maintain confidentiality and adhere to professional ethics while conducting audits [20][30] Group 2 - The internal audit department must prepare an annual audit plan and report on the previous year's audit activities to the audit committee [24][27] - Audit reports must be submitted for review and approval, and any necessary corrective actions must be communicated to the audited parties [11][27] - The company has established a reward and punishment mechanism to evaluate the performance of internal auditors [31][32]

Core Points - The company has established a fundraising management system to regulate the use and management of raised funds, ensuring the protection of investors' rights [1] - The system applies to the storage, use, change, supervision, and accountability of raised funds [1] - The company must accept the responsibilities of sponsors in accordance with relevant regulations and this system [1] Fund Storage - The company must prudently select commercial banks and open special accounts for fundraising, ensuring that funds are stored in approved accounts [2] - A tripartite supervision agreement must be signed within one month of the funds being received, detailing the management of the special account [2][3] - If the commercial bank fails to provide timely statements, the company can terminate the agreement and close the account [3] Fund Usage - The company must strictly follow approval procedures for fund expenditures, ensuring that all spending aligns with the planned use of funds [4] - Funds must primarily be used for the company's main business, and cannot be used for financial investments or to benefit related parties [5] - Any surplus funds from completed projects must be approved by the board before being redirected to other projects [11] Changes in Fund Direction - Any changes to fundraising projects must be approved by the board and disclosed to the stock exchange [19] - The company must conduct feasibility analyses for new projects and ensure they align with the main business [20] - Surplus funds can only be used for other projects after board approval and must be disclosed [11][12] Supervision and Reporting - The company must conduct semi-annual reviews of fundraising projects and disclose the findings in a special report [28] - Independent auditors must verify the management and usage of funds annually, with results disclosed in the annual report [28][29] - The board must report any violations of the fundraising management system to the stock exchange [17]

Core Points - The document outlines the regulations governing the trading of company shares by directors and senior management of Jianghe Creation Group Co., Ltd. [1][2][3] - It specifies the conditions under which directors and senior management can buy or sell shares, including limits on the percentage of shares that can be transferred annually and restrictions during certain periods [4][5][6] - The document emphasizes the importance of compliance with relevant laws and regulations regarding insider trading and market manipulation [13][14][15] Summary by Sections - **General Regulations**: The regulations apply to all shares held by directors and senior management, including those in margin accounts. Transfers of shares are limited to 25% of total holdings annually, with exceptions for certain circumstances [1][2][3] - **Transfer Conditions**: Directors and senior management can transfer all shares if they hold less than 1,000 shares. New shares from various corporate actions can be transferred at a rate of 25% in the year they are acquired [2][6] - **Restrictions on Selling**: Specific conditions prevent directors and senior management from selling shares, such as leaving the company, making commitments not to sell, or being under investigation for securities violations [8][9] - **Reporting Requirements**: Directors and senior management must report their share trading plans to the stock exchange and disclose progress during the trading period, especially if significant corporate events occur [10][11][12] - **Accountability Measures**: The company will hold directors and senior management accountable for violations, which may include disciplinary actions and reporting to regulatory authorities [21][22][23] - **Insider Trading Prevention**: The document mandates that directors and senior management ensure that their relatives and associated entities do not engage in insider trading [26][27][28] - **Implementation**: The regulations will take effect upon approval by the company's board of directors [29]

Core Viewpoint - The document outlines the information disclosure deferral and exemption management system of Jianghe Creation Group Co., Ltd, ensuring compliance with relevant laws and regulations while protecting sensitive information [1][2][3] Summary by Sections General Principles - The system is established to regulate the deferral and exemption of information disclosure, ensuring compliance with the Securities Law and related regulations [1][2] - The company and other obligated parties can defer or exempt disclosure of temporary reports under specific conditions [2] Scope and Approval of Deferral and Exemption - The company must prudently assess whether information qualifies for deferral or exemption based on management regulations, accepting post-event supervision from the Shanghai Stock Exchange [3][4] - Information involving state secrets or commercial secrets can be exempted from disclosure if it meets certain criteria [3][4][5] Conditions for Deferral or Exemption - Information can be deferred or exempted if it involves core technology or business information that could lead to unfair competition or harm to the company or others [5][6] - If the reasons for deferral or exemption are eliminated, or if the information becomes difficult to keep confidential, timely disclosure is required [6][7] Internal Procedures - The company must maintain a record of deferral or exemption requests, including the type of documents and internal review processes [5][6] - The board secretary is responsible for reviewing the compliance of information with deferral or exemption conditions within two trading days [6][7] Penalty Rules - If the information disclosure personnel fail to comply with the deferral or exemption conditions, they may face disciplinary actions based on relevant laws and company regulations [6][7] Miscellaneous - The system is subject to the rules of the Shanghai Stock Exchange and is effective upon approval by the company's board of directors [6][7]

General Principles - The rules are established to regulate the behavior of Jianghe Creation Group Co., Ltd. and ensure that the shareholders' meeting exercises its powers in accordance with the law [1] - The company must strictly follow relevant laws, regulations, and its articles of association when convening shareholders' meetings [1][2] - The shareholders' meeting is categorized into annual and extraordinary meetings, with the annual meeting held within six months after the end of the previous fiscal year [1][2] Convening Shareholders' Meetings - The board of directors is responsible for convening the shareholders' meeting within the specified timeframe [2][3] - Independent directors can propose an extraordinary shareholders' meeting, and the board must respond within 10 days [2][3] - If the board does not respond within 10 days to a request for an extraordinary meeting from shareholders holding over 10% of shares, the audit committee can convene the meeting [3][4] Proposals and Notifications - Proposals must fall within the powers of the shareholders' meeting and be clearly defined [6] - Shareholders holding over 1% of shares can submit temporary proposals 10 days before the meeting [6][7] - Notifications for annual meetings must be sent 20 days in advance, while notifications for extraordinary meetings must be sent 15 days in advance [7][8] Conducting the Meeting - The meeting can be held at the company's registered address or another specified location, and provisions for online participation must be made [10][11] - All shareholders or their proxies have the right to attend the meeting, and each share carries one vote [11][12] - The meeting must be presided over by the chairman or a designated director if the chairman is unavailable [15][16] Voting Procedures - Voting is conducted by a show of hands or through electronic means, with each share representing one vote [19][20] - Related shareholders must abstain from voting on matters that affect their interests [19][20] - The results of the voting must be announced immediately after the votes are counted [25][26] Resolutions - Resolutions can be classified as ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [55][56] - The board is responsible for executing the resolutions passed during the shareholders' meeting [68][69] - Any resolutions that violate laws or regulations are deemed invalid [71][72]

Core Points - The article outlines the management system for the resignation of directors at Jianghe Creation Group Co., Ltd, aiming to ensure corporate governance stability and protect shareholder rights [1][2]. Group 1: General Principles - The resignation management system is established in accordance with national laws, regulations, and the company's articles of association [1]. - The management of director resignations should adhere to principles of legality, transparency, smooth transition, and protection of shareholder rights [1]. Group 2: Resignation Conditions and Effectiveness - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company [2]. - Directors automatically leave upon the resolution of the shareholders' meeting if they are not re-elected at the end of their term [2]. - The shareholders' meeting can resolve to dismiss a director, effective immediately upon the resolution [2]. Group 3: Handover Procedures and Unresolved Matters - Resigning directors must hand over all relevant documents and unresolved matters within three working days after their resignation takes effect [2]. - If a resigning director is involved in significant investments or financial decisions, the company may initiate a resignation audit [2]. - The company can require resigning directors to fulfill any outstanding public commitments, with the right to seek compensation for any losses incurred [2]. Group 4: Obligations of Resigning Directors - The fiduciary duties of directors remain effective for three years after resignation [3]. - Confidentiality obligations regarding company secrets persist until the information becomes public [3]. - Resigning directors must cooperate with the company in follow-up investigations regarding significant matters during their tenure [3]. Group 5: Accountability Mechanism - The board of directors will review any breaches of commitments or fiduciary duties by resigning directors and may pursue compensation for losses incurred [4]. - Resigning directors can appeal the board's accountability decisions within 15 days of notification [4]. Group 6: Miscellaneous - Any matters not covered by this system will be governed by relevant national laws and the company's articles of association [5]. - The board of directors is responsible for interpreting this system, which takes effect upon approval by the board [5].

Key Points - The actual controller, chairman, and CEO of Juran Smart Home, Wang Linpeng, has passed away [1] - Jianghe Group's construction and decoration segment won contracts worth approximately 13.694 billion yuan in the first half of the year, representing a year-on-year increase of 6.29% [2] - Dele Shares plans to transfer 100% equity of Derui Mining to Fengyang Mining Investment [2] - Sichuan Chengyu led a consortium that won the bid for the G5 Jingkun Expressway expansion project from Chengdu to Ya'an [1] - Huai City Environmental Protection reported a net profit of 5.0204 million yuan in the first half of the year, a year-on-year decrease of 85.63% [2] - Awei Electronics intends to issue convertible bonds to raise no more than 1.901 billion yuan for the construction of a global R&D center [3] - The company Tianyi plans to participate in the e-enterprise network terminal production procurement project [1]

江河创建集团股份有限公司 董事和高级管理人员 买卖公司股票行为规范管理办法 第一条 为了规范江河创建集团股份有限公司(以下简称"公司")董事和高级管理人员（以 下简称"董事和高管"）持有及交易公司股票行为，根据《公司法》《证券法》《上市公司董事 和高级管理人员所持公司股份及其变动管理规则》《上海证券交易所上市公司自律监管指引第 15 号——股东及董事、高级管理人员减持股份》《公司章程》及证券监管机关的有关规定，制 定本办法。 第二条 本办法适用于公司董事和高管所持公司股份及其变动的管理。 第三条 公司董事和高管所持公司股份，是指登记在其名下的所有公司股份。 上市公司董事和高管从事融资融券交易的，还包括记载在其信用账户内的公司股份。 公司董事和高管委托他人代行买卖股票，视作本人所为，也应遵守本制度并履行相关询问 和报告义务。 第四条 公司董事和高管在任职期间,每年通过集中竞价、大宗交易、协议转让等方式转让 的股份不得超过其所持公司股份总数的百分之二十五，因司法强制执行、继承、遗赠、依法分 割财产等导致股份变动的除外。 公司董事和高管所持股份不超过一千股的，可一次全部转让，不受前款转让比例的限制。 第五条 公司董 ...