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灿勤科技: 江苏灿勤科技股份有限公司信息披露管理制度
Zheng Quan Zhi Xing· 2025-08-27 09:20
General Principles - The information disclosure management system of Jiangsu Canqin Technology Co., Ltd. aims to standardize the company's information disclosure practices and protect the legitimate rights and interests of investors [1][2] - The system applies to various personnel and departments within the company, including the board of directors, senior management, and shareholders holding more than 5% of the company's shares [2][3] - The board of directors is responsible for implementing the system, with the chairman as the primary responsible person and the board secretary coordinating specific tasks [2][3] Basic Principles of Information Disclosure - The company and related disclosure obligors must disclose all matters that may significantly impact the trading price of the company's stock within the timeframes specified by regulations [3][4] - Information must be disclosed in a timely, fair, and accurate manner, ensuring that all investors have equal access to information without any misleading statements or omissions [3][4] - The company must ensure that all significant information is disclosed simultaneously to all investors, avoiding selective disclosure [4][5] General Requirements for Information Disclosure - The company should disclose information that reflects its business, technology, finance, governance, competitive advantages, industry trends, and risk factors to facilitate informed investment decisions [6][7] - For significant matters that take a long time to plan, the company must disclose progress in stages and timely warn of related risks [6][7] - The company is encouraged to voluntarily disclose information that may influence stock trading prices or assist in investment decisions, even if not required by the system [6][7] Content of Information Disclosure - Disclosure documents include periodic reports, temporary reports, prospectuses, and other relevant materials [11][12] - The company must ensure that periodic reports are audited by qualified accounting firms and disclosed within specified timeframes [12][13] - The annual report must include key financial data, shareholder information, and significant events affecting the company [12][13] Temporary Reporting Requirements - The company must immediately disclose significant events that may impact the trading price of its securities, including major financial losses, legal issues, or changes in management [40][41] - If a significant event occurs, the company must disclose the current status and potential impacts promptly [41][42] - The company must also disclose any changes in its name, registered capital, or other fundamental aspects immediately [41][42] Risk Disclosure - The company is required to disclose risks that may significantly affect its core competitiveness and ongoing operations, including market changes, supply chain issues, and technological challenges [56][57] - In the event of major accidents or negative events, the company must disclose specific details and their potential impacts [58][59]
灿勤科技: 江苏灿勤科技股份有限公司对外投资管理制度
Zheng Quan Zhi Xing· 2025-08-27 09:20
Core Viewpoint - The document outlines the external investment management system of Jiangsu Canqin Technology Co., Ltd., aiming to standardize external investment activities, control investment risks, and protect investors' rights [2][10]. Chapter 1: General Principles - The external investment refers to various forms of investment activities conducted by the company using cash, physical assets, or intangible assets [2]. - The company must adhere to national laws, regulations, and industry policies while prioritizing efficiency and risk control in its investment activities [2][3]. Chapter 2: Approval Authority for External Investments - Investments meeting certain thresholds must be approved by the board of directors and submitted to the shareholders' meeting for approval, including transactions involving assets over 50% of the company's audited total assets or profits exceeding 50% of the last audited net profit [5][6]. - Investments that do not meet these thresholds can be approved by the general manager [8]. Chapter 3: Management of External Investments - The board of directors, shareholders' meeting, and general office are responsible for decision-making regarding external investments within their authority [11]. - The strategic committee of the board is tasked with evaluating the feasibility, risks, and returns of major investment projects [12]. Chapter 4: Daily Management of External Investments - After approval, authorized departments or personnel are responsible for implementing the investment plan and must obtain proof of investment from the invested party [15][16]. - The company must select qualified financial institutions for entrusted financial management and monitor the progress and safety of the funds [17]. Chapter 5: Termination, Disposal, and Transfer of External Investments - The company can terminate or dispose of investments under specific circumstances, such as the expiration of the investment period or inability to repay debts [19]. - Transfers of investments are allowed if the project diverges from the company's operational direction or shows continuous losses [20]. Chapter 6: Supplementary Provisions - The document specifies that terms like "above" and "within" include the stated numbers, while "below" and "excluding" do not [24]. - The document will take effect upon approval by the shareholders' meeting and will be interpreted by the board of directors [28].
灿勤科技: 江苏灿勤科技股份有限公司董事、高级管理人员薪酬管理制度
Zheng Quan Zhi Xing· 2025-08-27 09:20
江苏灿勤科技股份有限公司 第四条 公司董事、高级管理人员的薪酬确定应遵循以下原则: 第二章 薪酬的标准与构成 第五条 公司董事(含独立董事)的薪酬标准或方案由公司董事会及股东会 审议批准,高级管理人员的薪酬标准或方案由董事会审议批准。 上述人员按《中华人民共和国公司法》《江苏灿勤科技股份有限公司章程》 相关规定行使其他职责或出席公司董事会、股东会等所需的合理费用由公司承 担。 第六条 董事、高级管理人员分为:(1)在公司专职工作的董事、高级管理 人员;(2)独立董事。 董事、高级管理人员薪酬管理制度 第一章 总则 第一条 为完善江苏灿勤科技股份有限公司(以下简称"公司")董事、高级 管理人员的激励、约束机制,提高企业经营管理水平,充分发挥公司董事、高级 管理人员的积极性,增强凝聚力,促进公司效益的增长,实现股东利益最大化, 结合公司实际情况,特制订本管理制度。 第二条 本制度所指的董事、高级管理人员是指公司董事会的成员以及董事 会批准任命的公司总经理、副总经理、董事会秘书、财务负责人等高级管理人员。 第三条 董事、高级管理人员的薪酬水平以公司规模和绩效为基础,根据公 司经营计划、董事和高级管理人员的分工职责, ...
灿勤科技: 江苏灿勤科技股份有限公司对外担保管理制度
Zheng Quan Zhi Xing· 2025-08-27 09:20
Core Points - The document outlines the external guarantee management system of Jiangsu Canqin Technology Co., Ltd, aiming to standardize external guarantee behavior, protect investor rights, and reduce operational risks [1][2] - The company emphasizes the importance of prudent management and strict control over external guarantees to mitigate potential risks [2][12] Group 1: General Principles - The external guarantee refers to the company providing guarantees for debts owed by third parties, including various forms such as guarantees, mortgages, and pledges [1] - External guarantees must comply with legal and regulatory requirements, and the company has the right to refuse any coercive requests for guarantees [2][3] Group 2: Approval Process - All external guarantees require prior approval from the board of directors or shareholders, and subsidiaries must also follow this process [2][5] - The financial department is responsible for reviewing the credit status of the entities seeking guarantees and ensuring compliance with the company's internal policies [3][5] Group 3: Risk Management - The financial department must assess the creditworthiness of the applicant and maintain proper documentation of the guarantee contracts [3][9] - The company must establish written contracts for approved guarantees, detailing the terms and conditions to protect its interests [8][10] Group 4: Responsibilities and Penalties - All board members must exercise caution and control over external guarantees, adhering to the established procedures and regulations [12][29] - Individuals who fail to comply with the guarantee management system may face legal consequences and penalties [12][31]
灿勤科技: 江苏灿勤科技股份有限公司关联交易管理制度
Zheng Quan Zhi Xing· 2025-08-27 09:20
Core Points - The document outlines the management system for related party transactions of Jiangsu Canqin Technology Co., Ltd, aiming to standardize operations and protect the rights of investors, especially minority shareholders [1][2] - The system establishes principles for conducting related party transactions, emphasizing fairness, transparency, and compliance with national regulations [1][2] - It defines related parties and transactions, detailing the criteria for identifying related parties and the types of transactions that fall under this category [2][3] Summary by Sections General Principles - The company must adhere to principles of equality, voluntariness, and fairness in related party transactions [1] - Related transactions must not harm the rights of shareholders, particularly minority shareholders [1] Identification of Related Parties and Transactions - Related parties include individuals or entities that control the company, hold more than 5% of shares, or are family members of key stakeholders [2] - Related transactions encompass significant transactions such as asset purchases, investments, and management agreements [2][3] Decision-Making Procedures for Related Transactions - Transactions exceeding certain thresholds must be submitted to the board of directors for approval [4][5] - Specific criteria are set for transactions that require shareholder approval, particularly those involving significant amounts [4][5] Pricing of Related Transactions - Transactions must be documented with clear pricing policies, ensuring that prices are fair and based on market standards [10][11] - Various pricing methods are outlined, including cost-plus and comparable uncontrolled price methods [11] Special Provisions for Daily Related Transactions - The company should estimate daily related transactions for the upcoming fiscal year and disclose any significant deviations [12] - Agreements for daily transactions must include essential terms such as pricing and payment arrangements [12][13] Exemptions from Related Transaction Procedures - Certain transactions, such as cash subscriptions for public offerings, may be exempt from standard approval processes [13] Accountability - Departments failing to comply with the established procedures may face disciplinary actions based on the severity of the impact on the company [14] Miscellaneous - The document specifies that it will take effect upon approval by the shareholders and will be interpreted by the board of directors [14]
灿勤科技: 江苏灿勤科技股份有限公司内部审计制度
Zheng Quan Zhi Xing· 2025-08-27 09:20
Core Points - The internal audit system of Jiangsu Canqin Technology Co., Ltd. aims to standardize internal audit work, clarify responsibilities, ensure audit quality, and enhance economic efficiency [2][3] - Internal audit is defined as an evaluation activity conducted by the internal audit institution to assess the effectiveness of internal controls, risk management, and the authenticity and completeness of financial information [2][3] - The board of directors is responsible for establishing and implementing the internal control system, ensuring the accuracy and completeness of related information disclosures [2][3] Chapter 1: General Principles - The internal audit system is established based on relevant laws and regulations, as well as the company's actual situation [2] - Internal controls aim to ensure compliance with laws, adherence to development strategies, operational efficiency, and the reliability of financial reporting [2] Chapter 2: Audit Institutions and Personnel - The company will establish an audit committee under the board of directors, composed of three directors, with a majority being independent directors [3] - An audit department will be set up to oversee financial management and internal control implementation, reporting directly to the audit committee [3] - The audit department must maintain independence and cannot be under the financial department's leadership [3] Chapter 3: Responsibilities and Authority of the Audit Department - The audit department is responsible for evaluating the integrity and effectiveness of internal controls across the company and its subsidiaries [5] - It will also audit the legality, compliance, authenticity, and completeness of financial and economic data [5] - The audit department must report to the audit committee at least quarterly, detailing audit execution and issues found [5] Chapter 4: Audit File Management - The audit department must organize and archive audit work papers and reports, maintaining records for at least 10 years [6][7] Chapter 5: Supplementary Provisions - The internal control evaluation report must include a declaration of authenticity, overall evaluation situation, basis and scope of evaluation, identified deficiencies, and proposed corrective measures [9]
灿勤科技:上半年净利润5191.19万元,同比增长51.94%
Zheng Quan Shi Bao Wang· 2025-08-27 09:16
人民财讯8月27日电,灿勤科技(688182)8月27日晚间披露半年报,2025年上半年,公司实现营业收入为 2.87亿元,同比增长52.76%;归母净利润5191.19万元,同比增长51.94%;基本每股收益0.13元。本报告 期,公司持续开发新产品、拓展新市场,新产品量产带来销售收入实现较大增长,进而导致归属于上市 公司股东的净利润增长。 ...
灿勤科技(688182) - 江苏灿勤科技股份有限公司股东会议事规则
2025-08-27 09:16
江苏灿勤科技股份有限公司 股东会议事规则 第一章 总 则 第一条 为规范江苏灿勤科技股份有限公司(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》")、《上市公司股东 会规则》(以下简称"《股东会规则》")等法律、法规及《江苏灿勤科技股份有 限公司章程》(以下简称"《公司章程》")的规定,制定本规则。 第二条 公司应当严格按照法律、行政法规、《股东会规则》《公司章程》及 本规则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。 第三条 股东会应当在《公司法》和《公司章程》规定的范围内行使职权。 第四条 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 6 个月内举行。临时股东会不定期召开,出现 《公司法》第六十二条或《公司章程》规定的应当召开临时股东会的情形时, 临时股东会应当在 2 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监 ...
灿勤科技(688182) - 江苏灿勤科技股份有限公司对外投资管理制度
2025-08-27 09:16
江苏灿勤科技股份有限公司 对外投资管理制度 (一)独资或与他人合资新设企业的股权投资; (二)对现有或新增投资企业的增资扩股; (三)委托理财(购买低风险银行理财产品的除外)、委托贷款、证券投资; (四)其他公司认为属于对外投资的行为。 第三条 公司对外投资活动应当遵守以下原则: (一)必须符合国家有关法律、法规、规范性文件和产业政策的规定; (二)必须符合公司的发展战略; (三)必须与公司规模相适应,不能影响公司主营业务发展; (四)必须坚持效益优先和控制投资风险。 第五条 公司发生的对外投资事项达到下列标准之一的,应由董事会审议通 过后,提交股东会批准: (一)交易涉及的资产总额占公司最近一期经审计总资产的 50%以上,该交 易涉及的资产总额同时存在账面值和评估值的,以较高者作为计算依据; (二)交易的成交金额(含承担债务和费用,下同)占公司市值(交易前 1 0 个交易日收盘市值的算术平均值,下同)的 50%以上; (三)交易标的(如股权)的最近一个会计年度资产净额占公司市值的 50% 以上; 第二条 本制度所称对外投资是指公司在境内外以现金、实物资产、无形资 产等可供支配的资源进行的各种形式的投资活动, ...
灿勤科技: 江苏灿勤科技股份有限公司2025年半年度报告
Zheng Quan Zhi Xing· 2025-08-27 09:11
Core Viewpoint - Jiangsu Cai Qin Technology Co., Ltd. reported significant growth in revenue and net profit for the first half of 2025, indicating strong performance in the advanced electronic ceramics industry, particularly in the production of microwave dielectric ceramic components [2][3]. Company Overview and Financial Indicators - The company specializes in the research, production, and sales of high-end advanced electronic ceramic components, including filters, resonators, and antennas, with applications in various fields such as mobile communications, radar, and aerospace [4][5]. - For the first half of 2025, the company achieved a revenue of approximately 287.20 million yuan, a 52.76% increase compared to the same period last year [3]. - The total profit reached approximately 56.93 million yuan, reflecting a growth of 56.41% year-on-year [3]. - The net profit attributable to shareholders was approximately 51.91 million yuan, up 51.94% from the previous year [3]. - The basic earnings per share increased by 44.44% to 0.13 yuan [3]. Industry and Business Analysis - The company is positioned within the "computer, communication, and other electronic equipment manufacturing" sector, specifically in the "other electronic components manufacturing" category [4]. - The main product, the dielectric waveguide filter, is a core RF component for communication base stations, known for its high quality factor, low insertion loss, and compact size [4][5]. - The company has established strong partnerships with major clients in the telecommunications sector, including Huawei, Qualcomm, and Ericsson, enhancing its market presence [4][5]. - The company has developed over 170 types of dielectric ceramic powder formulas, with more than 80 achieving commercial application, showcasing its strong R&D capabilities [9][10]. Competitive Advantages - The company emphasizes technological innovation as its core development strategy, maintaining a focus on R&D in electronic ceramic materials and components [7][11]. - It has a comprehensive production capability that covers the entire process from ceramic powder preparation to component manufacturing, allowing for flexible production modes tailored to customer needs [11][12]. - The company has received multiple awards and recognitions, including being named a "little giant" enterprise and a national knowledge property advantage enterprise, reflecting its industry leadership and innovation [8][11].