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苏宁环球: 半年度非经营性资金占用及其他关联资金往来情况汇总表
Zheng Quan Zhi Xing· 2025-08-29 18:30
Summary of Key Points Core Viewpoint - The report outlines the non-operating fund occupation and other related fund transactions of Suning Universal Co., Ltd, highlighting significant amounts involved in inter-company transactions and the nature of these financial interactions. Group 1: Non-Operating Fund Occupation - The total amount of non-operating fund occupation by related parties is significant, with a cumulative amount of 20,984.42 million yuan reported, showing a decrease of 6,875.55 million yuan compared to the previous period [2]. - The report details various related parties involved in fund occupation, including subsidiaries and affiliated companies, indicating a complex network of financial relationships [1][2]. - Specific amounts for individual related parties are provided, such as 2,567.59 million yuan for Nanjing Supu Construction Co., Ltd and 1,131.44 million yuan for Nanjing Suning Real Estate Development Co., Ltd, reflecting the scale of transactions [2]. Group 2: Other Related Fund Transactions - The report indicates that the total amount of other related fund transactions is 26,987.41 million yuan, with a net decrease of 2,211.71 million yuan in the current reporting period [2]. - The nature of these transactions includes prepayments and accounts receivable, with significant amounts reported for various subsidiaries, such as 750.00 million yuan for Shanghai Heyarui Cultural Development Co., Ltd [1][2]. - The report emphasizes the operational nature of many transactions, categorizing them as business-related, which may impact the overall financial health of the company [1][2].
苏宁环球: 信息披露管理制度
Zheng Quan Zhi Xing· 2025-08-29 18:30
Core Points - The document outlines the information disclosure obligations of Suning Universal Co., Ltd, emphasizing the need for compliance with relevant laws and regulations [1][2][3] - It establishes the responsibilities of the company's board of directors and senior management in ensuring the accuracy and completeness of disclosed information [5][12] - The document details the procedures for preparing, reviewing, and disclosing periodic and temporary reports, ensuring transparency and accountability [14][15] Group 1: Information Disclosure Obligations - Information disclosure obligations must be fulfilled in a timely, truthful, accurate, and complete manner [2][3] - All disclosed information should be made available to all investors simultaneously, without any selective disclosure [2][3] - The company must disclose significant events that could impact the trading price of its securities promptly [6][7] Group 2: Reporting Standards and Procedures - The company is required to prepare annual and interim reports, which must be audited by a qualified accounting firm [10][11] - The annual report must be disclosed within four months after the end of the fiscal year, while the interim report must be disclosed within two months after the end of the first half of the fiscal year [11] - The document specifies the process for preparing and approving reports, including the roles of the board of directors and the audit committee [14][15] Group 3: Management and Responsibilities - The board of directors is responsible for overseeing the company's information disclosure activities [24][25] - The board secretary plays a crucial role in coordinating disclosure efforts and ensuring compliance with regulations [25][26] - Senior management must report any significant events or changes in the company's operations or financial status to the board [12][31]
苏宁环球: 重大信息内部报告制度
Zheng Quan Zhi Xing· 2025-08-29 18:30
Core Points - The document outlines the internal reporting system for significant information at Suning Universal Co., Ltd, ensuring timely and accurate disclosure to protect investors' rights [2][3] - The system mandates that any major events affecting stock prices must be reported to the chairman and board secretary on the same day [2][3] - The document specifies the responsibilities of various stakeholders, including board members, senior management, and major shareholders, in reporting significant information [3][4] Group 1: Reporting Obligations - Significant information includes major meetings, transactions, and events that could impact the company's stock price [8][9] - Shareholders holding more than 5% of shares must also report any significant changes related to the company [3][10] - The reporting obligations extend to all departments, subsidiaries, and major stakeholders within the company [2][3] Group 2: Types of Major Information - Major transactions must be reported if they exceed 10% of the company's total assets or involve significant amounts [10][11] - Related party transactions must be reported prior to occurrence if they meet certain thresholds [11][12] - The document outlines specific scenarios that require immediate reporting, such as financial losses, legal issues, or significant operational changes [12][13] Group 3: Confidentiality and Compliance - All individuals with access to undisclosed information must maintain confidentiality until the information is publicly disclosed [17][18] - The document emphasizes the importance of compliance with reporting obligations to avoid penalties and ensure accurate information dissemination [18][19] - The board secretary is responsible for overseeing the internal reporting process and ensuring compliance with regulations [14][15]
苏宁环球: 年报信息披露重大差错责任追究制度
Zheng Quan Zhi Xing· 2025-08-29 18:30
Core Points - The company has established a responsibility accountability system to enhance the quality and transparency of annual report information disclosure [1][2] - The system applies to various personnel including directors, senior management, and other relevant individuals involved in the annual report disclosure process [1][2] - The principles of the accountability system include objectivity, proportionality of fault and responsibility, and the combination of accountability and work improvement [1][2] Chapter Summaries Chapter 1: General Provisions - The purpose of the system is to improve the company's operational standards and ensure the authenticity and completeness of information disclosure [1] - The system outlines the conditions under which responsibility will be pursued for significant errors in annual report disclosures [1][2] Chapter 2: Accountability for Major Errors in Annual Report Disclosure - Specific circumstances that warrant accountability include violations of national laws and regulations leading to significant errors or adverse effects [2] - The system specifies conditions for heavier penalties, such as severe consequences due to subjective factors [2][4] - It also outlines conditions for lighter penalties, including proactive measures taken to mitigate losses [4][5] Chapter 3: Forms and Types of Accountability - The company will pursue accountability through various forms, including corrective orders, public criticism, and potential termination of employment [5] - Economic penalties may accompany disciplinary actions depending on the severity of the incident [5] Chapter 4: Supplementary Provisions - The accountability system will also apply to semi-annual and quarterly report disclosures [6] - The board of directors is responsible for interpreting and amending the system [6]
苏宁环球: 内部审计制度
Zheng Quan Zhi Xing· 2025-08-29 18:30
Core Points - The company establishes internal audit regulations to enhance management, control risks, and improve operational efficiency [1] - Internal audit is defined as an independent and objective activity aimed at evaluating business activities, risk management, and internal controls [1][2] - The internal audit department operates independently and reports directly to the board of directors [2][3] Internal Audit Management Requirements - The internal audit center is responsible for maintaining independence and should not be under the financial department [2][3] - Internal auditors must possess relevant professional knowledge and continuously improve their skills through training [2][3] - The internal audit department has the authority to determine audit projects and request necessary documents from audited units [4][5] Audit Procedures - The internal audit process includes preparation, implementation, reporting, and follow-up checks [6][7] - Auditors must provide a notice to the audited unit and ensure cooperation during the audit [6][7] - Audit reports must be discussed with the audited unit, and any disagreements should be verified through additional procedures [7] Internal Audit Results and Confidentiality - Audit results and documentation cannot be disclosed without approval from the chairman or audit committee [8] Rewards and Penalties - Internal auditors who perform their duties diligently may receive rewards, while those who abuse their power or leak confidential information may face penalties [8][9] - The company must protect internal auditors from retaliation and allow them to report any issues directly to the board [9]
苏宁环球: 内幕信息知情人登记制度
Zheng Quan Zhi Xing· 2025-08-29 18:30
General Provisions - The company establishes an insider information management system to regulate insider information and enhance confidentiality, ensuring fair information disclosure in accordance with relevant laws and regulations [2][3]. - The board of directors is responsible for managing insider information, ensuring accurate and complete records of insider information personnel, with the chairman being the primary responsible person [2][3]. Scope and Responsibilities of Insider Information - Insider information refers to non-public information that significantly impacts the company's operations, finances, or market price of its securities [3][4]. - Major events classified as insider information include significant changes in business policies, major asset transactions exceeding 30% of total assets, important contracts, major losses, and changes in control [3][4]. Internal Management of Insider Information - The company must follow its information disclosure management system before publicly releasing insider information, requiring board approval for any external disclosures [5][6]. - Insider information personnel must be documented, including their names, positions, and the details of the insider information they are aware of, ensuring confidentiality [5][6]. Confidentiality and Accountability - Insider information personnel are obligated to maintain confidentiality and are prohibited from trading the company's securities based on insider information [9][10]. - Violations of the insider information management system can lead to disciplinary actions, including warnings, demotions, or termination, depending on the severity of the breach [10][11]. Additional Provisions - The company must comply with relevant laws and regulations, and any conflicts with the insider information management system will be resolved according to applicable laws [12][13]. - The board of directors is responsible for interpreting and revising the insider information management system, which takes effect upon board approval [12][13].
苏宁环球: 投资者关系管理制度
Zheng Quan Zhi Xing· 2025-08-29 18:30
Core Points - The article outlines the investor relations management system of Suning Universal Co., Ltd, aiming to enhance communication with investors and maximize company value and shareholder interests [2][3]. Group 1: Principles and Objectives of Investor Relations Management - Investor relations management is defined as activities that facilitate communication between the company and its investors, enhancing understanding and recognition of the company [2]. - The basic principles include compliance, equality, proactivity, and honesty [2][3]. - The objectives emphasize promoting shareholder awareness, encouraging rational investment, and ensuring fair and transparent communication [3]. Group 2: Responsibilities and Organization - Key responsibilities of investor relations management include drafting management systems, organizing communication activities, and handling investor inquiries [5]. - The board secretary is responsible for coordinating investor relations management [4]. Group 3: Communication Content and Methods - Communication with investors should cover the company's development strategy, legal disclosures, and operational information [14][22]. - The company utilizes multiple channels for investor relations, including official websites, new media platforms, and various meetings [8][10]. Group 4: Training and Documentation - Employees involved in investor relations must possess good character, professional knowledge, and communication skills [11]. - A comprehensive documentation system for investor relations activities is required, including participant details and communication content [7].
苏宁环球: 关联交易决策制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 18:30
Core Points - The article outlines the related party transaction decision-making system of Suning Universal Co., Ltd, aimed at protecting the legal rights of the company and its shareholders while ensuring the legality, necessity, and fairness of related party transactions [2][3][21]. Chapter Summaries Chapter 1: General Principles - The system is established to ensure compliance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2]. Chapter 2: Related Transactions and Related Parties - Related transactions refer to resource or obligation transfers between the company or its subsidiaries and related parties, including asset purchases or sales [2][4]. - Related parties include both legal entities and natural persons that meet specific criteria, such as holding more than 5% of the company's shares or being a director or senior management [4][5]. Chapter 3: Decision-Making Procedures and Disclosure of Related Transactions - The basic principle for pricing related transactions is to follow national pricing if available; otherwise, industry pricing or local market prices should be used [7]. - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed, with specific monetary thresholds set for different types of transactions [7][8]. - The company must disclose related transactions in its annual and semi-annual reports, categorizing and summarizing the actual performance of these transactions [16]. Chapter 4: Supplementary Provisions - The system will be interpreted and revised by the board of directors and will take effect upon approval by the shareholders' meeting [28][30].
苏宁环球: 独立董事专门会议议事规则
Zheng Quan Zhi Xing· 2025-08-29 18:30
Core Viewpoint - The document outlines the rules and procedures for the independent directors of Suning Universal Co., Ltd., emphasizing their role in protecting the rights of all shareholders, particularly minority shareholders, and ensuring independent decision-making [1][2]. Group 1: Independent Directors' Responsibilities - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [1]. - They are obligated to act in good faith and diligence towards the company and all shareholders, adhering to relevant laws and regulations [1][2]. - Independent directors play a crucial role in decision-making, supervision, and providing professional advice to safeguard the overall interests of the company [1][2]. Group 2: Independent Directors' Meetings - The company is required to hold meetings exclusively attended by independent directors, known as independent directors' special meetings, which must be notified to all independent directors one day in advance [2][3]. - A majority of independent directors must be present for the meeting to be valid, and meetings can be conducted in person or through other communication methods [2][3]. - Independent directors are expected to attend meetings personally or review materials in advance if unable to attend, and they can delegate another independent director to represent them [2][3]. Group 3: Decision-Making and Voting - Certain matters require approval from a majority of independent directors during special meetings, including hiring external consultants, proposing shareholder meetings, and disclosing related party transactions [2][3][4]. - Voting is conducted on a one-vote-per-person basis, and the results must be documented, including any dissenting opinions and their justifications [3][4]. - Meeting records must be maintained for at least ten years, including all relevant documentation and decisions made during the meetings [4][5]. Group 4: Support and Resources for Independent Directors - The company is responsible for providing necessary support and resources for independent directors to fulfill their duties, including operational information and logistical assistance for meetings [4][5]. - The company must cover expenses incurred by independent directors when hiring professional institutions or exercising their rights [4][5]. - Any inconsistencies between this system and relevant laws or the company's articles of association will be governed by national laws and regulations [4].
苏宁环球: 防止控股股东及其他关联方占用上市公司资金管理制度
Zheng Quan Zhi Xing· 2025-08-29 18:30
Core Viewpoint - The company has established a management system to prevent the controlling shareholder and other related parties from occupying the company's funds, aiming to protect the legitimate rights and interests of investors [1][2]. Group 1: General Principles - The system applies to the company and its subsidiaries regarding fund management with the controlling shareholder and related parties [1]. - The controlling shareholder must exercise their rights in accordance with the law and must not harm the company's or other shareholders' legitimate rights through fund occupation [1]. Group 2: Prevention Principles - The controlling shareholder and related parties are prohibited from occupying the company's funds in operational transactions [2]. - The company cannot provide funds directly or indirectly to the controlling shareholder or related parties for various expenses, including salaries, loans, or investments without proper backing [2][3]. Group 3: Specific Regulations - The board of directors is responsible for managing the prevention of fund occupation by the controlling shareholder and related parties [3]. - A leadership group is established to oversee the management of fund occupation prevention, led by the company's chairman [3]. Group 4: Rectification of Fund Occupation - The company must self-examine any existing fund transactions with the controlling shareholder and related parties and rectify any violations promptly [4]. - Funds occupied by the controlling shareholder should ideally be repaid in cash, with strict controls on non-cash asset repayments [4]. Group 5: Accountability - The controlling shareholder and related parties who violate laws and regulations regarding fund occupation will bear compensation responsibilities, and responsible individuals may face disciplinary actions [5]. - The company and its executives are obligated to maintain the integrity of company funds, with severe consequences for those who facilitate fund occupation [5]. Group 6: Miscellaneous - The system will take effect upon approval by the company's board of directors and will be revised as necessary [6].