Core Points - The internal control system of Zhejiang Zhengyu Industrial Co., Ltd. aims to enhance compliance with laws and regulations, improve operational efficiency, safeguard assets, and ensure accurate information disclosure [1][2][3] - The board of directors is responsible for the establishment and effective execution of the internal control system [1][3] Group 1: Internal Control Objectives - The internal control system is designed to comply with national laws and regulations, improve operational efficiency, safeguard company assets, and ensure fair information disclosure [1][2] - The company aims to enhance its governance structure and establish effective incentive mechanisms to foster a culture of risk prevention [3][4] Group 2: Internal Control Components - The internal control system includes elements such as internal environment, objective setting, event identification, risk assessment, risk response, control activities, information and communication, and monitoring [2][4] - The company will continuously improve its management of various operational aspects, including sales, procurement, asset management, and financial reporting [4][5] Group 3: Management Control of Subsidiaries - The company will implement control policies for its subsidiaries, ensuring they establish their own internal control systems [5][6] - Control activities include establishing management systems, monitoring significant business and financial matters, and performance evaluation of subsidiaries [6][7] Group 4: Internal Control of Related Transactions - The company will adhere to principles of honesty, equality, and fairness in related transactions, ensuring that such transactions do not harm the interests of the company and its shareholders [6][7] - Related transactions will require prior approval from independent directors, and detailed assessments of transaction conditions will be conducted [7][8] Group 5: External Guarantee Control - The company will follow legal and prudent principles in external guarantees, ensuring strict control over guarantee risks [8][9] - The board will assess the financial and operational status of guaranteed parties before making decisions on guarantees [9][10] Group 6: Major Investment Control - The internal control for major investments will focus on legality, prudence, and effectiveness, with a dedicated team evaluating investment risks and returns [10][11] - The board will regularly review the progress and effectiveness of major investment projects [11][12] Group 7: Internal Audit and Disclosure - The internal audit department will regularly check for deficiencies in internal controls and report findings to the board [12][13] - The company will disclose its internal control self-evaluation report and auditor's opinions to the Shanghai Stock Exchange within four months after the end of each fiscal year [13][14]

General Overview - The document outlines the operational guidelines for the General Manager of Zhejiang Zhengyu Industrial Co., Ltd, aiming to enhance corporate governance and ensure efficient management [1][2]. Qualifications and Appointment Procedures - The General Manager must possess extensive economic and management knowledge, strong operational capabilities, and relevant work experience [1][2]. - Individuals with specific disqualifying conditions, such as being banned by regulatory authorities, cannot serve as General Manager [2]. - The General Manager is appointed or dismissed by the Board of Directors, with a term of three years, which can be renewed [2][3]. Powers of the General Manager - The General Manager is responsible for the company's operational management and has the authority to make decisions on external investments and asset disposals within the limits set by the Board [3][4]. - Specific transaction limits are defined, such as transactions involving assets not exceeding 10% of the company's audited total assets or net assets, with absolute monetary caps [4][5]. Responsibilities of the General Manager - The General Manager must protect the company's assets, adhere to the company's articles of association, and report regularly to the Board [6][7]. - Responsibilities include market analysis, quality management, and ensuring compliance with legal and regulatory requirements [7][8]. Management Meetings - The General Manager's office meetings are convened to address significant operational decisions, ensuring informed and timely decision-making [8][9]. - The meetings include senior management and can involve Board members, with records maintained for at least ten years [8][9]. Reporting System - The General Manager is required to report regularly to the Board and the Audit Committee, providing essential financial statements and operational updates [9].

Core Viewpoint - The company has established a special system to prevent the major shareholders and related parties from occupying company funds, aiming to protect the rights and interests of the company, shareholders, and other stakeholders [1][2]. Group 1: General Principles - The system aims to strengthen and standardize the company's fund management and establish a long-term mechanism to prevent fund occupation by major shareholders and related parties [1]. - Fund occupation includes both operational and non-operational fund occupation, with operational occupation arising from related transactions and non-operational occupation involving various expenses and debts [1][2]. Group 2: Responsibilities and Measures - The company's board and senior management are responsible for maintaining fund security and must adhere to relevant laws and company regulations [2][3]. - The chairman and general manager are the primary responsible persons for preventing fund occupation, while the finance department is tasked with monitoring fund flows [2][3][4]. Group 3: Fund Management Procedures - Any operational fund transactions with major shareholders must follow the company's decision-making procedures for approval [3][4]. - The finance department must strictly review and monitor fund outflows, ensuring that funds are not occupied during repayments [3][5]. Group 4: Prevention and Reporting - Non-operational fund occupation by major shareholders is strictly prohibited, including covering costs and expenses [4][5]. - The finance and audit departments will conduct semi-annual checks on fund transactions and report findings to the board [5][6]. Group 5: Accountability and Penalties - Major shareholders and responsible personnel who violate the regulations will be held liable for damages caused to the company [6][7]. - Funds occupied by major shareholders should generally be repaid in cash, with strict controls on non-cash asset settlements [6][7]. Group 6: Miscellaneous Provisions - The system will be implemented upon approval by the board and will be revised in accordance with new laws and regulations [8].

Core Viewpoint - Multiple listed companies in the Shanghai and Shenzhen markets announced significant updates, including stock issuance terminations, share transfers, acquisitions, and financial performance reports, which may present investment opportunities and risks for investors [2]. Major Events - Jinbo Co., Ltd. announced the termination of its plan to issue A-shares to specific investors for the year 2025 [3]. - Cross-Border Communication's largest shareholder successfully auctioned 8 million shares for 36.09 million yuan, with no change in control [4]. - Shanghai Shimao Development's subsidiary plans to sell part of its Quanzhou project for 2.053 billion yuan, expecting a net profit of approximately 163 million yuan [6]. - Prit Group's subsidiary introduced a strategic investor, Guangzhou Guoyan No. 1, through a capital increase [7]. - Caesar Travel's subsidiary intends to acquire 51% of Guotour Fujian for 16.83 million yuan [8]. - Dongfang Fortune's shareholder plans to transfer 159 million shares, representing 1% of the total share capital [9]. - Changhong High-Tech plans to acquire 100% of Guangxi Changke's equity, with shares resuming trading on July 21 [10]. - Weifu High-Tech intends to convert its B-shares to be listed on the Hong Kong Stock Exchange [11][12]. - ST Yazhen's stock will resume trading on July 21 after completing a verification process [13]. - ChipLink Integration plans to acquire 72.33% of ChipLink Yuezhou for 5.897 billion yuan [14]. - Notai Bio will be subject to risk warnings, changing its A-share abbreviation to ST Notai due to previous financial misreporting [15]. - Delisted Jinguang's stock will cease trading on July 25 [16]. - Bohui Co. plans to purchase servers and related assets for intelligent computing services, with a total expenditure not exceeding 390 million yuan [17]. Financial Performance - CICC's subsidiary reported a net profit of 987 million yuan for the first half of the year [21]. - Great Wall Motors reported a net profit of 6.337 billion yuan, a decrease of 10.22% year-on-year [22]. - Shuangjie Electric expects a net profit of 100 million to 120 million yuan, an increase of 16.03% to 39.23% year-on-year [23]. - Shentong Technology reported a net profit of 64.278 million yuan, a year-on-year increase of 111.09% [24]. - Sanhuan Group anticipates a net profit of 1.128 billion to 1.333 billion yuan, a growth of 10% to 30% year-on-year [25][26]. - Nanjing Gaoke's contract sales reached 820 million yuan, a year-on-year increase of 824.68% [27]. - Kaierda expects a net profit of 1.97 million to 2.56 million yuan, a decrease of 89.11% to 91.62% year-on-year [28]. Major Contracts - Senyuan Electric signed a strategic cooperation agreement with Xuchang Digital Technology for a business collaboration worth up to 500 million yuan [29]. - Oke Technology signed a 176 million yuan equipment sales contract, accounting for 40.51% of its last year's revenue [30]. - Rike Chemical signed a strategic cooperation framework agreement with Dongming Petrochemical for various technical collaborations [31]. Shareholding Changes - Hongbaoli's major shareholder plans to reduce its stake by up to 2% [33]. - Yaopi Glass's shareholder plans to reduce its stake by up to 2% [34]. - Dingsheng New Materials' shareholders plan to reduce their stake by up to 3% [35]. - Huiyun Titanium's controlling shareholder plans to reduce its stake by up to 3% [36]. - MediX's shareholder plans to reduce its stake by up to 1.49% [37]. - Aopu Optoelectronics' controlling shareholder plans to reduce its stake by up to 1% [38]. - Huada Jiutian's major shareholders plan to reduce their stakes by up to 1.5% [39][40]. Financing Activities - Zhengyu Industrial plans to raise up to 450 million yuan through a private placement [41]. - Dongwu Securities plans to raise up to 6 billion yuan through a private placement, with specific subscriptions from major investors [42]. - Weiguang Bio plans to raise up to 1.5 billion yuan for its smart industrial base project [43].

Core Viewpoint - The company has announced its intention to apply for a specific issuance of A-shares and has disclosed its regulatory history over the past five years, indicating no penalties but some regulatory measures taken against it [1]. Regulatory Measures - In May 2021, the company received an oral warning from the Shanghai Stock Exchange due to discrepancies between its 2020 earnings forecast and actual results, with a deviation exceeding 50%, which constituted an inaccurate earnings forecast violation [1]. - The company took corrective actions by enhancing internal management and compliance training following the warning, and no similar incidents have occurred since [1]. Individual Accountability - In August 2020, the Zhejiang Securities Regulatory Bureau issued a warning letter to the former vice president, Li Zhenhui, for engaging in short-term trading of the company's stock through his spouse's account, which involved buying 106,300 shares and selling 109,200 shares [2]. - The short-term trading resulted in a profit of 23,347 yuan, which was returned to the company, and Li Zhenhui resigned from his position on May 25, 2020, acknowledging the seriousness of the issue [2].

Group 1 - Jinbo Co., Ltd. has terminated the plan to issue A-shares to specific targets for the year 2025 [3] - Cross-Border Communication's largest shareholder, Yang Jianxin, successfully auctioned 8 million shares for 36.09 million yuan, with no change in control [4] - Shanghai Shimao Development's subsidiary plans to sell part of a project in Quanzhou for 2.053 billion yuan, expected to generate a net profit of approximately 163 million yuan [5] - Prit Group's subsidiary has introduced a strategic investor, Guanzhou Guoyan No.1, through a capital increase of 2 million yuan for a 10% stake [6] Group 2 - CICC's subsidiary, CICC Wealth, reported a net profit of 987 million yuan for the first half of the year [8] - Great Wall Motors reported a net profit of 6.337 billion yuan for the first half of the year, a decrease of 10.22% year-on-year [9] - Shuangjie Electric expects a net profit of 100 to 120 million yuan for the first half of the year, an increase of 16.03% to 39.23% year-on-year [10] - Shentong Technology reported a net profit of 64.278 million yuan for the first half of the year, a year-on-year increase of 111.09% [11] Group 3 - Senyuan Electric signed a strategic cooperation agreement with Xuchang Digital Technology for a business collaboration worth up to 500 million yuan [13] - Oke Technology signed a 176 million yuan equipment sales contract, accounting for 40.51% of the company's last year's revenue [14] - Rike Chemical signed a strategic cooperation framework agreement with Dongming Petrochemical for various technical collaborations [15] Group 4 - Hongbaoli's largest shareholder plans to reduce holdings by up to 2% of the company's shares [17] - Yaopi Glass's shareholder plans to reduce holdings by up to 2% of the company's shares [18] - Ding Sheng New Materials' shareholders plan to reduce holdings by up to 3% of the company's shares [19] Group 5 - Zhengyu Industrial plans to raise no more than 450 million yuan through a private placement [21] - Dongwu Securities plans to raise no more than 6 billion yuan through a private placement, with specific allocations for various business needs [23]

披露的提示性公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者 重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 关于 2025 年度向特定对象发行 A 股股票预案 浙江正裕工业股份有限公司 证券代码：603089 证券简称：正裕工业 公告编号：2025-056 浙江正裕工业股份有限公司（以下简称"公司"）于 2025 年 7 月 18 日召开第五届董 事会第二十次会议、第五届监事会第十五次会议，审议通过了《关于公司 2025 年度向特 定对象发行 A 股股票预案的议案》等相关议案。 《浙江正裕工业股份有限公司 2025 年度向特定对象发行 A 股股票预案》等相关文件 已于 2025 年 7 月 19 日在上海证券交易所网站（www.sse.com.cn）披露，敬请投资者查阅。 预案披露事项不代表审批、注册部门对于本次向特定对象发行 A 股股票相关事项的实 质性判断、确认或批准，预案所述本次向特定对象发行 A 股股票相关事项的生效和完成尚 待上海证券交易所审核通过，并经中国证监会同意注册。敬请广大投资者注意投资风险。 特此公告。 浙江正裕工业股份有限公司董事会 202 ...

证券代码：603089 证券简称：正裕工业 公告编号：2025-057 （浙江省玉环市沙门滨港工业城长顺路 55 号） 浙江正裕工业股份有限公司 2025 年度向特定对象发行 A 股股票预案 二零二五年七月 1 发行人声明 1、公司及董事会全体成员保证本预案内容真实、准确、完整，确认不存在 虚假记载、误导性陈述或重大遗漏，并对其内容的真实性、准确性、完整性承担 个别和连带的法律责任。 2、本预案按照《中华人民共和国证券法》、《上市公司证券发行注册管理办 法》等要求编制。 3、本次向特定对象发行 A 股股票完成后，公司经营与收益的变化，由公司 自行负责；因本次向特定对象发行 A 股股票引致的投资风险，由投资者自行负 责。 4、本预案是公司董事会对本次向特定对象发行 A 股股票的说明，任何与之 相反的声明均属不实陈述。 5、投资者如有任何疑问，应咨询自己的股票经纪人、律师、专业会计师或 其他专业顾问。 6、本预案所述事项并不代表审批机关对于本次向特定对象发行 A 股股票相 关事项的实质性判断、确认或批准，本预案所述本次向特定对象发行 A 股股票 相关事项的生效和完成尚需上海证券交易所审核通过并经中国证监会同意注册 ...

证券代码：603089 证券简称：正裕工业 公告编号：2025-058 （浙江省玉环市沙门滨港工业城长顺路 55 号） 浙江正裕工业股份有限公司 2025 年度向特定对象发行 A 股股票 方案论证分析报告 二零二五年七月 1 浙江正裕工业股份有限公司（以下简称"公司"或"正裕工业"）是在上海 证券交易所主板上市的公司。为满足业务发展的需要，扩大经营规模以及进一步 增强资本实力，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》"）、《上市公司证券发行注册管理办法》 （以下简称"《注册管理办法》"）等相关法律、法规和规范性文件的规定，公司 拟通过向特定对象发行 A 股股票的方式募集资金不超过 45,000.00 万元（含）， 用于"正裕智造园（二期）"项目和补充流动资金项目。 一、本次发行募集资金使用计划 本次向特定对象发行 A 股股票募集资金总额不超过 45,000.00 万元（含本 数），募集资金扣除发行费用后的净额用于下述项目： | 序号 | | 项目名称 | 项目投资总额（万 | 募集资金拟投入金 | | --- | --- | --- | --- ...

浙江正裕工业股份有限公司内幕信息知情人登记管理制度 浙江正裕工业股份有限公司 内幕信息知情人登记管理制度 第一章 总则 第一条 为了进一步完善浙江正裕工业股份有限公司（以下简称"公司"）内幕信息 管理制度，做好内幕信息保密工作，有效防范内幕交易等证券违法违规行为，维护广大 投资者的合法权益，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"）发布的《上市公司信息披露管理办法》、《上市公司监管 指引第 5 号——上市公司内幕信息知情人登记管理制度》、上海证券交易所发布的《上 海证券交易所股票上市规则》（以下简称"《股票上市规则》"）、《上海证券交易所 上市公司自律监管指引第 2 号——信息披露事务管理》等法律、法规、规范性文件及公 司《信息披露管理制度》的规定，制定本制度。 第二条 本制度的适用范围包括公司及其下属各部门、子（分）公司。 第三条 公司董事会负责公司内幕信息知情人的登记管理工作，董事会秘书组织实施； 公司其他部门、子（分）公司的负责人为其管理范围内的保密工作责任人，负责其涉及 的内幕信息的报 ...