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嵘泰股份: 嵘泰股份防范控股股东、实际控制人及其关联方占用公司资金管理制度
Zheng Quan Zhi Xing· 2025-07-16 16:27
Core Viewpoint - The document outlines a comprehensive management system to prevent the controlling shareholders, actual controllers, and related parties from occupying the funds of Jiangsu Rongtai Industrial Co., Ltd, ensuring the protection of the company and its stakeholders' rights and interests [1][2]. Group 1: General Principles - The system aims to regulate financial transactions between the company and its related parties to avoid fund occupation and protect the interests of the company and its stakeholders [1]. - The system applies to all subsidiaries included in the company's consolidated financial statements [1]. Group 2: Definitions and Types of Fund Occupation - Fund occupation includes both operational and non-operational fund occupation, with operational occupation arising from related transactions and non-operational occupation involving payments for wages, benefits, and other expenses on behalf of related parties [2]. - Related parties are prohibited from using their relationships to harm the company's interests and must compensate for any losses incurred [2]. Group 3: Prevention Principles and Regulations - The company must maintain independence from related parties in assets, personnel, finance, institutions, and operations [2]. - The company should prevent related parties from occupying funds through various means, including related transactions and asset restructuring [2][3]. Group 4: Prohibited Actions - Related parties are not allowed to request the company to advance payments for expenses, borrow funds, or engage in transactions without a genuine commercial basis [3][4]. - The company and its subsidiaries must not provide funds to related parties through loans or other means without proper justification [4]. Group 5: Monitoring and Reporting - The finance department is responsible for daily monitoring and reporting any fund occupation by related parties to the legal representative [5]. - The audit department must conduct regular checks on fund occupation and report findings to the audit committee [5]. Group 6: Approval and Accountability - The board of directors must approve related transactions, with significant transactions requiring shareholder approval [5]. - Directors and senior management who facilitate fund occupation by related parties may face disciplinary actions, including dismissal or legal consequences [6][7]. Group 7: Debt Settlement Procedures - Funds occupied by related parties should generally be repaid in cash, with strict controls on non-cash settlements [7]. - Any non-cash assets used for repayment must be evaluated and approved by the shareholders, ensuring they enhance the company's independence and competitiveness [7].
嵘泰股份: 嵘泰股份会计师事务所选聘制度
Zheng Quan Zhi Xing· 2025-07-16 16:27
Core Viewpoint - The document outlines the selection and management procedures for accounting firms by Jiangsu Rongtai Industrial Co., Ltd, emphasizing the importance of maintaining shareholder interests and ensuring high-quality audit work and financial information [1][2]. Group 1: General Principles - The selection of accounting firms must comply with relevant laws and the company's articles of association [1]. - The company must not appoint an accounting firm without prior approval from the board of directors and the shareholders' meeting [1][2]. - Major shareholders and actual controllers are prohibited from interfering in the selection process [1]. Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess necessary qualifications as per the China Securities Regulatory Commission and relevant authorities [2]. - Firms must have a stable workplace, sound organizational structure, and robust internal management systems [2]. - The auditors must have a clean record without administrative penalties related to securities and futures in the past three years [2]. Group 3: Selection Procedures - The audit committee is responsible for proposing the selection of accounting firms and overseeing the audit process [2][3]. - Various stakeholders, including the audit committee and independent directors, can propose the appointment of accounting firms [2]. - The selection process must be fair and transparent, utilizing competitive negotiations, public bidding, or other methods to assess the capabilities of accounting firms [4][5]. Group 4: Evaluation and Scoring - The evaluation of accounting firms must consider factors such as audit fees, qualifications, quality management, and risk management capabilities [6][10]. - Quality management must account for at least 40% of the evaluation score, while audit fees should not exceed 15% [6]. Group 5: Reappointment and Dismissal - The audit committee can recommend reappointment of firms that meet the selection criteria without going through the full selection process again [7][8]. - The company must notify accounting firms 30 days in advance before dismissing or not renewing their contracts [9][10]. Group 6: Supervision and Penalties - The company must disclose annual evaluations of the accounting firms' performance and the audit committee's supervisory activities [11]. - Serious violations by accounting firms can lead to dismissal and potential penalties for responsible individuals [12][13]. Group 7: Other Provisions - The company and accounting firms must maintain proper documentation of the selection and evaluation processes for at least ten years [14]. - Information security measures must be in place to protect sensitive data during the selection and auditing processes [15].
嵘泰股份: 嵘泰股份公司章程(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-16 16:27
General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws [2][3] - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [2] - The company was approved by the China Securities Regulatory Commission (CSRC) for its initial public offering of 40 million shares on December 22, 2020, and was listed on the Shanghai Stock Exchange on February 24, 2021 [2][3] - The registered capital of the company is RMB 282,806,592 [2] Business Objectives and Scope - The company's business objective is to prioritize people and create first-class products while striving for excellence to enhance customer satisfaction [4] - The registered business scope includes manufacturing precision castings and forgings for automobiles and motorcycles, key components for energy-absorbing steering systems, and processing of aluminum and magnesium alloy castings [4] Shares - The company's shares are issued in the form of stocks, with all issued shares being ordinary shares totaling 282,806,592 [5][6] - The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for each share of the same category [5][6] - The company cannot provide financial assistance for others to acquire its shares, except under specific circumstances approved by the shareholders' meeting [6][7] Shareholders and Shareholders' Meeting - The company establishes a shareholder register based on certificates provided by the securities registration and settlement institution, which serves as proof of shareholding [9] - Shareholders have rights to dividends, request meetings, supervise operations, and transfer shares according to the law and the company's articles of association [9][10] - The shareholders' meeting is the company's authority, responsible for electing directors, approving reports, and making decisions on capital changes and other significant matters [46][47] Voting and Resolutions - Resolutions at the shareholders' meeting can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [80][82] - Certain matters, such as capital changes and mergers, require special resolutions [82] - Shareholders must disclose any related party relationships when voting on related transactions, and related shareholders must abstain from voting [84]
嵘泰股份: 嵘泰股份信息披露管理制度
Zheng Quan Zhi Xing· 2025-07-16 16:27
Core Viewpoint - The document outlines the information disclosure management system for Jiangsu Rongtai Industrial Co., Ltd, emphasizing the importance of timely, accurate, and complete disclosure of information that may significantly impact the company's securities and derivatives prices [1][2][3]. Group 1: General Principles - The information disclosure obligations apply to the company, its directors, senior management, shareholders, and other relevant parties [2][3]. - Information that may significantly affect the company's securities prices must be disclosed in a timely manner, ensuring that the information is truthful, accurate, and complete [4][5]. - The company must use clear and straightforward language in its disclosures, avoiding promotional or misleading statements [5][6]. Group 2: Disclosure Procedures - The company must disclose periodic reports, including annual and semi-annual reports, within specified timeframes after the end of each accounting period [6][7]. - Financial reports included in the annual report must be audited, while semi-annual reports may not require an audit unless specific conditions are met [7][8]. - The board of directors must ensure that periodic reports are disclosed on time and that they have been reviewed and approved by the board [8][9]. Group 3: Content of Disclosures - The annual report must include essential information such as the company's basic situation, major financial data, stock and bond issuance, and significant events affecting the company [8][9]. - The company must disclose any risks that could significantly impact its core competitiveness and future development [8][9]. - Any major events that could affect the company's securities prices must be disclosed immediately, including significant legal issues, financial losses, or changes in management [10][11]. Group 4: Confidentiality and Responsibilities - The company must maintain confidentiality regarding insider information and ensure that such information is disclosed only in compliance with legal requirements [21][22]. - The board of directors and the board secretary are responsible for managing information disclosure and ensuring compliance with the established procedures [18][19]. - Any violations of the disclosure regulations may lead to administrative, civil, or criminal liabilities for responsible parties [68][69].
嵘泰股份: 嵘泰股份董事会提名委员会工作细则
Zheng Quan Zhi Xing· 2025-07-16 16:27
General Provisions - The establishment of the Nomination Committee aims to improve corporate governance and optimize the composition of the board of directors [1] - The committee is responsible for drafting selection criteria and procedures for directors and senior management, as well as reviewing and proposing candidates [1][2] Composition of the Committee - The Nomination Committee consists of three directors, with independent directors making up the majority [2] - The committee members are nominated by the chairman, more than half of the independent directors, or at least one-third of all directors, and elected by the board [2] Responsibilities and Authority - The main responsibilities of the Nomination Committee include researching selection criteria, selecting qualified candidates, and reviewing their qualifications [2][3] - The committee must propose recommendations to the board regarding the nomination or dismissal of directors and the hiring or firing of senior management [2][3] Meeting Rules - The Nomination Committee meetings are held as needed, with a requirement for two-thirds of members to be present for decisions to be valid [3][4] - Decisions can be made through various communication methods, and members must sign the meeting records [4][5] Implementation and Confidentiality - The committee's decisions take effect upon signing by attending members, and any changes must follow legal procedures [5][6] - Members are obligated to maintain confidentiality regarding unpublished information and cannot use insider information for personal gain [6]
嵘泰股份: 嵘泰股份独立董事专门会议工作制度
Zheng Quan Zhi Xing· 2025-07-16 16:27
Core Points - The document outlines the working system for independent directors' special meetings at Jiangsu Rongtai Industrial Co., Ltd, aiming to enhance corporate governance and the role of independent directors [1][2][3] Group 1: General Provisions - The system is established to improve the corporate governance structure of Jiangsu Rongtai Industrial Co., Ltd, based on relevant laws and regulations [1] - Independent directors' special meetings can be held regularly or irregularly, and all independent directors must be notified at least three days in advance [2] Group 2: Meeting Procedures - A special meeting requires attendance or proxy representation from at least two-thirds of independent directors to be valid [2] - The meetings can be conducted in various formats, including in-person, video, or telephonic, ensuring all independent directors can communicate effectively [2][3] - Voting is conducted on a one-vote-per-person basis, and independent directors can delegate their voting rights through a written authorization [2][3] Group 3: Special Powers and Responsibilities - Certain special powers, such as hiring external consultants or proposing meetings, require discussion and majority approval from the independent directors' special meeting [3] - Specific matters, including related party transactions and changes in commitments, must be reviewed and approved by the independent directors before being submitted to the board [3][4] Group 4: Documentation and Record-Keeping - Meeting records must include details such as date, location, attendees, and voting results, and independent directors must sign to confirm their opinions [4][5] - The company is responsible for maintaining meeting archives for ten years, including notifications, materials, and records of attendance [5][6] Group 5: Support and Confidentiality - The company must provide necessary support and resources for the independent directors' special meetings and cover any required expenses for hiring professional institutions [5] - All attending independent directors are bound by confidentiality regarding the matters discussed in the meetings [5]
嵘泰股份: 嵘泰股份内部审计制度
Zheng Quan Zhi Xing· 2025-07-16 16:27
Core Viewpoint - The internal audit system of Jiangsu Rongtai Industrial Co., Ltd. is designed to enhance and standardize internal audit work, clarify responsibilities and powers, and ensure effective internal control and compliance with laws and regulations [1][2]. Group 1: General Principles - The internal audit system applies to all internal departments, holding subsidiaries, and significant equity investees of the company [1]. - The system is established based on relevant laws, regulations, and standards, including the Audit Law of the People's Republic of China and guidelines from the China Internal Audit Association [1]. Group 2: Internal Audit Leadership Mechanism - The internal audit department is accountable to the company's board of directors, which is responsible for reviewing the basic internal audit system, audit plans, and significant audit reports [2]. - The internal audit department must report major issues or clues directly to the audit committee [2]. Group 3: Internal Audit Department and Personnel - The company establishes an internal audit department according to legal requirements and ensures the department is adequately staffed with qualified personnel [2]. - Internal audit personnel must adhere to legal regulations and professional ethics, maintaining independence and objectivity [2][3]. Group 4: Internal Audit Authority - The internal audit department is granted unrestricted access to any audited unit's documents, records, and personnel as necessary for audit purposes [3][4]. - The department can require audited units to submit regular progress reports on corrective actions taken [3]. Group 5: Internal Audit Procedures - The internal audit department prepares an annual audit plan based on risk assessments and management needs, which must be approved by the board of directors [4]. - The audit process consists of preparation, implementation, reporting, and follow-up stages, ensuring thorough documentation and evidence collection [4][5]. Group 6: Utilization of Audit Results - All internal units and subsidiaries must establish a long-term mechanism for rectifying issues identified in audits, with designated responsible persons for corrective actions [5]. - Audit results and corrective actions are incorporated into performance evaluations for management personnel [5]. Group 7: Accountability - The company will take corrective actions against audited units that fail to address identified issues, including potential disciplinary measures for responsible personnel [6][7]. - Internal audit personnel are also subject to accountability measures if they fail to identify significant issues leading to serious consequences [7]. Group 8: Miscellaneous - The internal audit system will be effective upon approval by the board of directors and will be interpreted by the board [8].
突然,暴涨超900%!
Market Overview - A-shares maintained a narrow fluctuation on July 16, with the Shanghai Composite Index closing at 3503.78 points, down 0.03% [1] - The Shenzhen Component Index and the ChiNext Index both fell by 0.22% to 10720.81 points and 2230.19 points, respectively [1] - The total trading volume in the Shanghai and Shenzhen markets was 146.19 billion yuan, a decrease of over 170 billion yuan from the previous day [1] Sector Performance - Financial stocks collectively declined, while the steel, non-ferrous metals, and coal sectors showed weakness [1] - The automotive supply chain stocks surged, with companies like Rongtai Co., Fuda Co., and Zhejiang Rongtai hitting the daily limit [1] - The innovative drug concept saw significant activity, with stocks like Guosheng Tang and Iwu Biotech rising approximately 16% [5][6] - The humanoid robot concept remained hot, with companies like Shangwei New Materials achieving a six-day limit increase [2][4] Notable Company Movements - Huadian New Energy, which debuted on the Shanghai main board, closed up 125.8%, reaching a market value of over 300 billion yuan at one point [1] - Weiyali, a Hong Kong-based electronic component distributor, saw its stock surge by 288% upon resuming trading, with an intraday increase exceeding 900% [1] Humanoid Robot Sector Insights - The humanoid robot industry is in its early stages, with significant growth expected in the next 3 to 5 years across various applications [4] - The current phase is described as the "dawn" of humanoid robot industrialization, with mass production and large-scale application becoming feasible [4] - Cost reduction is crucial for the widespread adoption of humanoid robots, and companies that master core component technologies are recommended for investment [4] Innovative Drug Sector Insights - The innovative drug sector experienced strong gains, with several companies hitting the daily limit [5][6] - The recent launch of the 11th batch of national drug centralized procurement is expected to impact the market, focusing on mature "old drugs" rather than innovative drugs [7] - The introduction of measures to support the high-quality development of innovative drugs indicates a growing role for commercial insurance in the healthcare system [7] Pet Economy Sector Insights - The pet economy concept gained traction, with companies like Weike Technology rising over 10% [8] - The pet food sector is viewed as a growing market with significant long-term growth potential, particularly for domestic brands [8]
嵘泰股份(605133) - 嵘泰股份股东会议事规则
2025-07-16 10:16
江苏嵘泰工业股份有限公司 股东会议事规则 (2025年7月) 第一章 总则 第一条 为规范江苏嵘泰工业股份有限公司(以下简称公司)行为,保证股 东会依法行使职权,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》)和《江苏嵘泰工业股份有限 公司章程》(以下简称公司章程)的规定,制定本规则。 第二条 公司股东会的召集、提案、通知、召开等事项适用本规则。 第三条 上市公司应当严格按照法律、行政法规、本规则及公司章程的相关 规定召开股东会,保证股东能够依法行使权利。 公司董事会应当切实履行职责,认真、按时召集、组织股东会。公司全体董 事应当勤勉尽责,确保股东会正常召开和依法行使职权。 第四条 股东会应当在《公司法》和公司章程规定的范围内行使职权。 第五条 股东会分为年度股东会和临时股东会。年度股东会每年召开一次, 应当于上一会计年度结束后的六个月内举行。临时股东会不定期召开,出现《公 司法》第一百一十三条规定的应当召开临时股东会的情形时,临时股东会应当在 两个月内召开。 公司在上述期限内不能召开股东会的,应当报告公司所在地中国证券监督管 理委员会(以下简称中国证监会) ...
嵘泰股份(605133) - 嵘泰股份投资者关系管理制度
2025-07-16 10:16
江苏嵘泰工业股份有限公司 投资者关系管理制度 第一章 总则 第一条 为了加强江苏嵘泰工业股份有限公司(以下简称公司)与投资者和 潜在投资者(以下合称投资者)之间的信息沟通,建立公司与投资者特别是广大 社会公众投资者的良好沟通平台,完善公司治理结构,切实保护投资者特别是广 大社会公众投资者的合法权益,形成公司与投资者之间长期、稳定、和谐的良性 互动关系,根据《中华人民共和国公司法》《中华人民共和国证券法》《上海证券 交易所股票上市规则》(以下简称《上市规则》)、《上市公司与投资者关系工作指 引》等有关法律、法规、规范性文件和《江苏嵘泰工业股份有限公司章程》(以 下简称公司章程)的规定,结合公司的实际情况,制定本制度。 第二条 投资者关系管理是指公司通过便利股东权利行使、信息披露、互动 交流和诉求处理等工作,加强与投资者之间的沟通,增进投资者对公司的了解和 认同,以提升公司治理水平和企业整体价值,实现尊重投资者、回报投资者、保 护投资者目的的相关活动。 第三条 公司开展投资者关系管理活动,应当以已公开披露信息作为交流内 容,注意尚未公开的信息和内部信息的保密,避免和防止由此引发的泄密及导致 相关的内幕交易。 (五 ...