Workflow
Suncha Technology (001211)
icon
Search documents
双枪科技: 2025年半年度报告摘要
Zheng Quan Zhi Xing· 2025-08-21 16:59
Core Points - The company reported a revenue of 689,954,922.61 yuan for the reporting period, representing a 13.43% increase compared to 608,282,318.11 yuan in the same period last year [1] - The net profit attributable to shareholders decreased by 22.46% to 10,349,202.38 yuan from 13,346,836.04 yuan year-on-year [1] - The net profit after deducting non-recurring gains and losses was 6,035,126.93 yuan, down 11.88% from 6,848,675.66 yuan in the previous year [1] - The basic and diluted earnings per share were both 0.14 yuan, a decrease of 26.32% from 0.19 yuan [1] - The net cash flow from operating activities was -18,641,401.88 yuan, an improvement from -34,127,335.99 yuan in the previous year [1] Financial Position - Total assets at the end of the reporting period were 1,890,901,523.13 yuan, reflecting a 1.90% increase from 1,855,626,571.30 yuan at the end of the previous year [2] - The net assets attributable to shareholders were 881,431,805.09 yuan, a slight decrease of 1.16% from 871,293,814.39 yuan [2] Shareholder Information - The largest shareholder, Zhejiang Tianjun Investment Co., Ltd., holds 32.81% of the shares, amounting to 23,619,654 shares [2] - Other significant shareholders include Zheng Chenglie with 6.28% and Ye Lirong with 4.72% [2][3] - The company has not experienced any changes in its controlling shareholder or actual controller during the reporting period [4]
双枪科技: 半年报董事会决议公告
Zheng Quan Zhi Xing· 2025-08-21 16:59
Group 1 - The board meeting of Shuangqiang Technology Co., Ltd. was held on August 11, 2025, with all 8 directors present, ensuring compliance with relevant laws and regulations [1] - The board approved the 2025 semi-annual report, affirming that it accurately reflects the company's financial status and operational results [2] - The board also approved the special report on the management and use of raised funds for the first half of 2025, confirming its compliance with legal requirements [2] Group 2 - The board approved amendments to the company's articles of association and related governance rules, which will be submitted for shareholder approval [3][4] - The company plans to revise the independent director meeting work system and introduce a market value management system to align with the latest legal and regulatory requirements [5] - The board's decisions on governance system amendments will also require shareholder approval at a future meeting, the date of which is yet to be determined [4][5]
双枪科技: 内幕信息知情人登记管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-21 16:59
Core Viewpoint - The article outlines the insider information management system of Shuangqiang Technology Co., Ltd, emphasizing the importance of confidentiality and compliance with relevant laws and regulations to protect investors' rights and ensure fair information disclosure [2][3][4]. Group 1: Insider Information Management - The board of directors is responsible for verifying the authenticity, accuracy, and completeness of insider information and maintaining a timely and accurate record of insider information personnel [3][4]. - The company must not disclose insider information without board approval, and any external communication involving insider information must be reviewed by the board secretary [3][4]. - Insider information includes significant changes in business strategy, major investments, important contracts, and any events that could materially affect the company's stock price [6][7][8]. Group 2: Insider Information Personnel - Insider information personnel include company directors, senior management, and any individuals who may access insider information due to their roles [6][7]. - Shareholders holding more than 5% of the company's shares and their associated personnel are also classified as insider information personnel [7][8]. - The company must maintain a detailed record of all insider information personnel, including their relationship to the company and the specifics of their knowledge of insider information [8][9]. Group 3: Reporting and Documentation - The company is required to report insider information personnel to the Shenzhen Stock Exchange within five trading days after the public disclosure of insider information [8][9]. - A memorandum documenting the progress of significant matters must be created and submitted to the exchange, detailing key timelines and involved personnel [12][13]. - The company must ensure that all records related to insider information are maintained for at least ten years and are available for regulatory review [13][14]. Group 4: Confidentiality and Compliance - Insider information personnel are obligated to maintain confidentiality and are prohibited from trading based on insider information or disclosing it to others [14][15]. - The company must implement measures to limit the number of individuals aware of insider information before its public disclosure [14][15]. - Violations of the insider information management system can result in disciplinary actions, including termination and legal consequences [16][17].
双枪科技: 年报信息披露重大差错责任追究制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-21 16:59
双枪科技股份有限公司 年报信息披露重大差错责任追究制度 一、总则 第一条 为了进一步提高双枪科技股份有限公司(以下简称"公司")规范运作水平,提 高年度报告信息披露的质量和透明度,增强年度报告信息披露的真实性、准确性、完整性和 及时性,加大对年报信息披露重大差错责任人的问责力度,根据《中华人民共和国证券法》 《中华人民共和国会计法》《上市公司信息披露管理办法》《上市公司治理准则》和《深圳 证券交易所股票上市规则》等法律、行政法规、规范性文件及《双枪科技股份有限公司章程》 (以下简称"《公司章程》")和《双枪科技股份有限公司信息披露管理制度》(以下简称 "《公司信息披露管理制度》")的有关规定,结合公司的实际情况,特制定本制度。 第二条 公司董事、高级管理人员以及与年度报告信息披露相关的其他人员在年度报告信 息披露工作中违反国家有关法律、法规、规范性文件以及公司规章制度,未勤勉尽责或者不 履行职责,导致年度报告信息披露发生重大差错,应当按照本制度的规定追究其责任。 第三条 本制度所指年度报告信息披露重大差错包括年度财务报告存在重大会计差错、年 度报告其他信息披露存在重大错误或重大遗漏、业绩预告或业绩快报存在重大 ...
双枪科技: 内部审计制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-21 16:59
Core Points - The company establishes an audit committee and internal audit department to enhance decision-making and internal control systems [1][2] - The audit committee is responsible for overseeing external audits, internal audits, and evaluating the internal control system [1][2] - The internal audit aims to improve internal controls, standardize operations, and mitigate risks [1][3] Group 1: Audit Committee Structure - The audit committee consists of at least three members, primarily independent directors, and is led by a professional accountant [2][5] - The committee's term aligns with the board of directors, and members can be re-elected [2][5] - The audit committee is responsible for reviewing financial information, supervising audits, and evaluating internal controls [2][11] Group 2: Internal Audit Responsibilities - The internal audit department reports directly to the audit committee and is responsible for assessing the effectiveness of internal controls [3][9] - Internal audits cover all business activities related to financial reporting and information disclosure [5][6] - The internal audit department must report quarterly to the board or audit committee on audit findings and issues [6][12] Group 3: Audit Procedures and Focus Areas - Internal audits focus on compliance with laws, regulations, and internal policies, particularly in high-risk areas such as fundraising and related transactions [7][8] - The internal audit department must conduct audits on significant investments, asset purchases, and guarantees to ensure compliance and risk management [7][8][9] - The department is tasked with evaluating the integrity and effectiveness of internal controls related to financial reporting and disclosures [6][10] Group 4: Reporting and Compliance - The audit committee must issue an annual internal control evaluation report based on the internal audit findings [14][15] - The company must disclose any significant internal control deficiencies or risks to the relevant authorities [15][16] - The internal audit results and corrective actions are essential for evaluating management performance and decision-making [12][15]
双枪科技: 对外投资管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-21 16:59
Core Points - The document outlines the external investment management system of Shuangqiang Technology Co., Ltd, aiming to standardize investment behavior, reduce risks, and enhance returns [2][3] Group 1: General Principles - External investments are defined as activities where the company invests monetary funds, equity, or assessed physical or intangible assets for future returns [2] - Investments are categorized into short-term (up to one year) and long-term (beyond one year) [2] - The investment principles include compliance with laws, alignment with the company's development strategy, appropriate scale, and prioritization of benefits [3] Group 2: Decision-Making Authority and Procedures - The company must follow the approval procedures as per its articles of association for external investments [3] - The board of directors can delegate some investment decisions to the general manager, while no other departments or individuals have the authority to make investment decisions [3][4] - An investment review team can be established, led by the general manager, to collect information and evaluate new investment projects [4] Group 3: Implementation and Management - A project responsibility system is implemented for managing investment activities, with a project team formed post-approval [5] - The financial department is responsible for timely recording and processing of short-term investments [5] - Strict joint control is required for securities investments, necessitating at least two personnel for operations [5] Group 4: Risk Control and Reporting - The company must adhere to strict decision-making processes for securities investments, focusing on undervalued stocks with growth potential [6] - The general manager must report to the board if significant issues arise during project implementation that could lead to investment failure [6] - The financial department is tasked with analyzing the financial reports of invested entities to protect the company's interests [6] Group 5: Disclosure and Compliance - Relevant departments must report external investment situations to the company in a timely manner [7] - The board of directors is responsible for formulating and interpreting the investment management system, which requires shareholder approval to take effect [7]
双枪科技: 股东会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-21 16:59
第一章 总则 第一条 为规范双枪科技股份有限公司(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》等相关法律法规、规范 性文件和《双枪科技股份有限公司章程》(以下简称"《公司章程》")的规定,制定《双 枪科技股份有限公司股东会议事规则》(以下简称"本规则")。 第二条 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。 公司在股东会上不得披露、泄露未公开重大信息。公司召开股东会应当平等对待全体 股东,不得以利益输送、利益交换等方式影响股东的表决,操纵表决结果,损害其他股东的 合法权益。 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六个月内举行。临时股东会不定期召开,出现《公司法》和《公司章程》 规定 ...
双枪科技: 规范与关联方资金往来的管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-21 16:59
Core Points - The article outlines the management system for fund transactions between the company and its related parties to prevent fund misappropriation and protect the interests of the company and minority shareholders [1][2][3] Group 1: Definition of Related Parties - Related parties include both legal entities and natural persons that have a special relationship with the company, which may lead to biased interests [1][2] - Legal entities that are considered related parties include those that directly or indirectly control the company, hold more than 5% of shares, or are recognized by regulatory authorities as having a special relationship with the company [1][2] - Natural persons considered related parties include shareholders holding more than 5% of shares, company directors, and their close family members [2] Group 2: Management and Approval Procedures - The company’s board secretary and securities representatives are responsible for maintaining a detailed list of related parties and ensuring compliance with the management system [3][4] - Any fund transactions with related parties must be strictly approved by the relevant decision-making body of the company, and agreements must be signed accordingly [5][6] - Financial personnel must verify the identity of the fund recipient against the related party list before processing any payments [6][7] Group 3: Restrictions on Fund Transactions - The company is prohibited from providing funds to related parties for personal expenses, including salaries, benefits, and other costs [4][5] - Related parties that are not company employees or executives cannot borrow or reimburse expenses from the company, except for specific cases related to their duties [4][5] - Any fund transactions must adhere to the established legal and regulatory frameworks, and any violations may lead to disciplinary actions against responsible individuals [8][9] Group 4: Monitoring and Compliance - Company directors and senior management are obligated to monitor potential fund misappropriation by related parties and report any irregularities [7][8] - The financial department is tasked with daily prevention and self-inspection regarding fund occupation by related parties [7][8] - In cases of fund misappropriation, the board must take protective measures to minimize losses, including legal actions if necessary [8][9]
双枪科技: 公司章程(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-21 16:59
Company Overview - Suncha Technology Co., Ltd. was established as a joint-stock company in accordance with the Company Law and other relevant regulations, registered in Zhejiang Province with a registered capital of RMB 72 million [1][2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 18 million shares, which were listed on the Shenzhen Stock Exchange on August 5, 2021 [1][2] Corporate Governance - The company operates under a legal framework that binds the company, shareholders, directors, and senior management, allowing for legal actions among these parties [2][11] - The legal representative of the company is the general manager, and the company must appoint a new legal representative within 30 days if the current one resigns [1][2] Business Scope - The company's business scope includes research and development of new materials, manufacturing of bamboo products, daily-use wooden products, and various other manufacturing and sales activities [3][4] Share Structure - The company has issued a total of 72 million shares, all of which are ordinary shares with a par value of RMB 1 per share [6][5] - The company prohibits financial assistance for acquiring its shares, except under specific conditions approved by the board of directors [6][7] Capital Management - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [7][8] - The company may reduce its registered capital following legal procedures and shareholder approval [7][8] Shareholder Rights - Shareholders have rights to dividends, voting, and other benefits proportional to their shareholdings, and they can request meetings and propose agenda items [10][11] - The company must maintain a shareholder register, and shareholders can exercise their rights to inspect company documents and records [10][11] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [18][19] - Shareholder meetings require a quorum and must follow legal and regulatory requirements for decision-making [20][21] Voting and Resolutions - Resolutions at shareholder meetings can be ordinary or special, with different thresholds for approval [80][81] - Ordinary resolutions require a simple majority, while special resolutions require two-thirds of the voting rights [80][81]
双枪科技: 关联交易管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-21 16:59
第一条 为规范公司及其控股子公司与公司关联人之间的关联交易决策程序,防止关联 交易损害公司及中小股东的利益,根据《中华人民共和国公司法》(以下简称"《公司法》")、 《深圳证券交易所股票上市规则》(以下简称"《股票上市规则》")、《深圳证券交易所上 市公司自律监管指引第 7 号——交易与关联交易(2025 年修订)》等相关法律、法规、规范 性文件及《双枪科技股份有限公司章程》(以下简称"《公司章程》")的有关规定,制定本 制度。 第二条 本制度所称关联交易是指本公司或本公司控股子公司与公司关联人之间发生 的转移资源或义务的事项,具体包括: 第三条 本制度所称关联人、关联股东、关联董事按照法律法规规范性文件以及监管机 构的有关规定确定。公司与公司的控股子公司之间发生的关联交易不适用本制度。 第五条 公司应采取有效措施防止关联人以垄断采购和销售业务渠道等方式干预公司 的经营,损害公司利益。关联交易活动应遵循商业原则,关联交易的价格应不偏离市场独立 第三方的价格或收费的标准。提交公司董事会或股东会审议的关联交易应当随附关联交易的 依据,以及是否公允的意见。公司应对关联交易的定价依据予以充分披露。 第六条 公司控股股 ...