JIANGSU SHENTONG VALVE CO.(002438)

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江苏神通: 独立董事候选人声明与承诺(施炳丰)
Zheng Quan Zhi Xing· 2025-07-21 16:05
Group 1 - The candidate for independent director, Shi Bingfeng, has declared understanding and agreement to be nominated by Jiangsu Shentong Valve Co., Ltd. for the seventh board of directors [1] - The candidate guarantees that there are no relationships affecting independence and meets the qualifications required by relevant laws and regulations [1][2] - The candidate has undergone qualification review by the nomination committee and confirms no conflicts of interest with the nominator [1][2] Group 2 - The candidate affirms compliance with the Company Law and other regulations that prohibit certain individuals from serving as directors [2][3] - The candidate has participated in training and obtained relevant certification recognized by the stock exchange [2][3] - The candidate confirms that serving as an independent director will not violate any laws or regulations regarding public servants or party officials [3][4] Group 3 - The candidate possesses basic knowledge related to the operation of listed companies and has over five years of relevant work experience [5][6] - If nominated as an accounting professional, the candidate must have qualifications such as a certified public accountant or equivalent [5][6] - The candidate and their immediate family do not hold significant shares or positions in the company or its subsidiaries [6][7] Group 4 - The candidate is not providing financial, legal, or consulting services to the company or its major shareholders [7][8] - The candidate has not been subject to any disqualifications or penalties by regulatory authorities in the past 36 months [8][9] - The candidate has not been involved in any major credit or legal issues [9][10] Group 5 - The candidate acknowledges the responsibilities of an independent director and guarantees the truthfulness of the provided information [9][10] - The candidate commits to adhering to the regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange during their tenure [9][10] - The candidate will report any disqualifying circumstances to the board and resign if necessary [9][10]
江苏神通: 防范控股股东及关联方资金占用制度(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-21 16:05
Core Points - The company has established a system to prevent the controlling shareholder and related parties from occupying company funds, aiming to protect the legitimate rights and interests of all shareholders and creditors [1][2] - The system is based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China, and is designed to create a long-term mechanism for fund management [2][3] Group 1: Definition and Scope - The term "related parties" includes both legal entities and natural persons as defined by relevant laws and regulations [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 debt repayments [1][2] Group 2: Principles and Responsibilities - The controlling shareholder and actual controller are prohibited from occupying company funds through methods such as "temporary occupation with repayment at period-end" or "small amounts in multiple batches" [1][3] - Company directors and senior management have a legal obligation to maintain the safety of company funds [2][4] Group 3: Preventive Measures - The company must prevent the controlling shareholder and related parties from using company funds for non-operational purposes, including prepaying expenses or providing loans [3][4] - The company is required to conduct regular checks on fund transactions with controlling shareholders and related parties to prevent non-operational fund occupation [4] Group 4: Accountability and Penalties - Directors and senior management who assist or condone the occupation of company assets by controlling shareholders will face disciplinary actions [4] - If non-operational fund occupation occurs, the company will impose administrative and economic penalties on responsible individuals [4]
江苏神通: 内部控制管理制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-21 16:05
Core Viewpoint - The internal control management system of Jiangsu Shentong Valve Co., Ltd. aims to enhance and standardize internal controls, improve management levels, and promote sustainable development in accordance with relevant laws and regulations [1][3]. Group 1: General Principles of Internal Control - The internal control system applies to the company and its wholly-owned and controlled subsidiaries [1]. - Internal control is a process implemented by the board of directors, audit committee, management, and all employees to achieve control objectives [1]. - The objectives of internal control include ensuring legal compliance, asset security, accurate financial reporting, and improving operational efficiency [1]. Group 2: Principles of Internal Control - The principles guiding internal control include comprehensiveness, importance, checks and balances, adaptability, and cost-effectiveness [2]. - Internal control should cover all business activities and focus on significant matters and high-risk areas [2]. Group 3: Elements of Internal Control - Key elements of effective internal control include internal environment, risk assessment, control activities, information and communication, and internal supervision [2]. - The internal environment encompasses governance structure, organizational setup, and company culture [2]. Group 4: Risk Assessment - The company conducts risk assessments to identify and analyze internal and external risks related to achieving control objectives [7][12]. - Risk tolerance is defined as the level of risk the company can accept, which includes overall and business-level risk limits [7]. Group 5: Control Activities - Control measures include segregation of incompatible duties, authorization and approval controls, accounting system controls, and performance evaluation controls [28][31]. - The company implements a comprehensive budget management system to clarify responsibilities in budget management [33]. Group 6: Information and Communication - The company establishes procedures for collecting, processing, and transmitting internal control-related information to ensure timely communication [38]. - Information technology is utilized to enhance information integration and sharing [15]. Group 7: Internal Supervision - The internal audit department conducts regular checks on the implementation of internal control systems and business processes [16]. - The company is required to evaluate the effectiveness of internal controls regularly and report on any deficiencies found [46][47].
江苏神通: 董事和高级管理人员所持本公司股份及其变动管理制度(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-21 16:04
Core Points - The document outlines the management system for the shares held by directors and senior management of Jiangsu Shentong Valve Co., Ltd, emphasizing compliance with relevant laws and regulations [1][4][30] Group 1: Management Procedures - New directors must report their shareholdings within 2 trading days after their appointment is approved by the shareholders' meeting [1] - New senior management must report their shareholdings within 2 trading days after their appointment is approved by the board of directors [1] - The board secretary is responsible for managing the data related to directors and senior management's shareholdings and must report any violations to the regulatory authorities [4][27] Group 2: Trading Restrictions - Directors and senior management are prohibited from trading company shares during specific periods, such as 15 days before the annual and semi-annual reports [22] - Shares held by directors and senior management cannot exceed 25% of their total holdings when transferred within a year, with exceptions for certain legal circumstances [7] - Any trading plan must be reported to the board secretary, who will assess compliance with disclosure and regulatory requirements [5][19] Group 3: Reporting and Compliance - Directors and senior management must ensure the accuracy and timeliness of their reported data to the stock exchange and the settlement company [4] - Any changes in personal information must be reported within specified timeframes, including within 2 trading days after leaving their position [2] - Violations of trading regulations may result in penalties, and the company must take corrective actions if illegal trading is detected [5][29]
江苏神通: 投资者关系管理制度(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-21 16:04
Core Viewpoint - The document outlines the investor relations management system of Jiangsu Shentong Valve Co., Ltd, emphasizing the importance of communication between the company and its investors to enhance understanding and recognition of the company's investment value, thereby maximizing company value and shareholder interests [1][2]. Summary by Sections General Principles - The investor relations management system aims to standardize communication between the company and its investors, ensuring compliance with relevant laws and regulations [1]. - The system applies to all departments, subsidiaries, and responsible personnel within the company [1]. - The board of directors is responsible for decision-making and execution of the investor relations management system [1][2]. Basic Principles of Investor Relations Management - Compliance: Activities must adhere to legal and regulatory requirements [1]. - Equality: All investors should be treated equally, with special attention to small and medium investors [1]. - Proactivity: The company should actively engage with investors and respond to their feedback [1]. - Integrity: Emphasis on honesty and responsibility in investor relations activities [1]. Content and Requirements of Investor Relations Management - Key communication topics include the company's development strategy, legal disclosures, management information, environmental, social, and governance information, and shareholder rights [1][2]. - The company must not disclose any undisclosed significant information during investor relations activities [2]. Management of Investor Relations Activities - The company must maintain records of investor relations activities, including participants, content, and any incidents of information leakage [3][4]. - A dedicated investor relations management archive should be established, retaining records for at least three years [3]. Investor Communication Channels - Multiple channels for communication with investors include shareholder meetings, investor briefings, the company website, and various media platforms [5][6]. - The company should facilitate visits and discussions for small and institutional investors [6]. Handling Investor Complaints - The company is responsible for addressing investor complaints and should have a mechanism in place for effective resolution [6][7]. Interaction with Research Institutions - The company must ensure proper conduct during interactions with research institutions and individuals, adhering to disclosure obligations [7][8]. Use of Interactive Platforms - The company should utilize platforms like "Interactive Easy" for timely communication with investors, ensuring fairness and transparency in responses [11][12]. - Information published on these platforms must not conflict with legally disclosed information [13][14].
江苏神通: 重大信息内部报告制度(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-21 16:04
Core Viewpoint - The document outlines the internal reporting system for significant information at Jiangsu Shentong Valve Co., Ltd, ensuring timely, accurate, and complete disclosure of information that may significantly impact the company's stock and derivatives trading prices [1][2]. Group 1: General Principles - The internal reporting system is established to enhance the management of significant information within the company, ensuring compliance with relevant regulations and the company's articles of association [1]. - The system mandates that all departments and subsidiaries report significant events that may affect stock prices to the board of directors promptly [2]. Group 2: Scope of Significant Information - Significant information includes important meetings, major transactions exceeding 10% of audited annual revenue or net profit, and significant litigation or arbitration matters [2][3]. - The reporting obligations extend to major changes in company operations, including changes in market conditions that could impact business [3]. Group 3: Reporting Responsibilities - The board of directors' office is responsible for public information disclosure, while department heads and financial officers are the primary contacts for internal reporting [8][9]. - Individuals with reporting obligations must ensure the accuracy and completeness of the information provided and are held accountable for any misrepresentation [5][13]. Group 4: Reporting Process - The reporting process requires that information be communicated to the board of directors' office as soon as it is known, with specific timelines for monthly updates on operational performance [9][10]. - The document specifies that any changes in significant matters must be reported immediately, and ongoing matters can be disclosed in stages [9][10]. Group 5: Confidentiality and Legal Responsibility - Individuals involved in the reporting process are required to maintain confidentiality regarding undisclosed information until it is publicly released [11]. - Failure to comply with reporting obligations can result in disciplinary actions, including potential termination and liability for damages [13].
江苏神通: 董事会对董事长的授权细则(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-21 16:03
Core Viewpoint - The board of directors of Jiangsu Shentong Valve Co., Ltd. has established detailed authorization guidelines for the chairman to enhance decision-making efficiency and clarify approval authority [1] Group 1: Authorization Guidelines - The authorization guidelines are designed to regulate company management and decision-making processes, ensuring compliance with laws and internal regulations [1] - The chairman is authorized to make external investments, asset sales, acquisitions, and borrowings within specified financial limits, including a maximum of 5% of the latest audited net assets for single transactions and 10% for cumulative investments within a year [1] - For short-term investments, the chairman can allocate up to 2% of the latest audited net assets for single investments and 5% for cumulative investments over 12 months [1] Group 2: Borrowing and Guarantees - The chairman's borrowing authority is limited to 5% of the latest audited total assets for single borrowings and 12% for cumulative borrowings over 12 months [1] - The total amount of guarantees provided by the company and its subsidiaries cannot exceed 15% of the latest audited net assets, excluding guarantees for related parties [1] Group 3: Asset Transactions - The chairman can authorize asset sales up to 3% of the latest audited total assets, with a cumulative limit of 10% over 12 months [1] - For asset acquisitions, the chairman can utilize funds not exceeding 3% of the latest audited total assets, with a cumulative limit of 10% over 12 months [1] Group 4: Compliance and Implementation - The chairman must act within the scope of authority granted by the board and submit matters exceeding this authority to the board or shareholders for approval [1] - Any issues not covered by these guidelines will refer to relevant laws and internal regulations, with the board responsible for interpretation and amendments [1] - The guidelines will take effect upon approval by the board of directors [1]
江苏神通: 机构调研接待工作管理办法(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-21 16:03
Core Points - The document outlines the management measures for the reception of institutional investor research by Jiangsu Shentong Valve Co., Ltd, aiming to enhance communication with external parties and improve investor relations management [1][3] Group 1: Principles of Reception - The company must adhere to principles of fairness, justice, and openness during reception activities, avoiding any selective disclosure of non-public significant information [2] - The reception work should be based on honesty and integrity, ensuring that there are no false records or misleading statements [2] - Confidentiality is crucial, and reception personnel must not disclose non-public significant information without authorization [2] Group 2: Reception Activities - The reception activities include one-on-one communication, site visits, analyst meetings, roadshows, performance briefings, and media interviews [3] - The purpose of these regulations is to increase transparency and fairness in information disclosure, improve corporate governance, and enhance market understanding of the company's development strategy and investment value [3] Group 3: Responsibilities and Procedures - The board secretary is directly responsible for the reception work, with the board office handling specific tasks [4] - Reception personnel must possess comprehensive knowledge of the company's operations and financial status, as well as relevant securities and legal knowledge [4] - The company will pause on-site reception activities 15 days prior to regular report disclosures or major announcements [4] Group 4: Communication and Reporting - The company can hold performance briefings, roadshows, and analyst meetings to communicate with investors, limited to publicly disclosed information [4][5] - Any investment value analysis reports or press releases based on the company's research must be communicated to the company before external release [5] - A detailed record of reception activities must be maintained, including participants, time, location, and content [17] Group 5: Compliance and Accountability - Any violation of these regulations by reception personnel or unauthorized individuals that causes significant damage to the company will result in corresponding responsibilities [19] - The company and related information disclosure obligors must report any information leaks immediately to the Shenzhen Stock Exchange [16]
江苏神通: 互动易平台信息发布及回复内部审核制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-21 16:03
General Overview - The document outlines the internal review system for information release and responses on the Interactive Easy platform by Jiangsu Shentong Valve Co., Ltd, aiming to enhance communication with investors and improve corporate governance [2][5]. Overall Requirements - The company emphasizes the importance of integrity and compliance with regulations when communicating with investors on the Interactive Easy platform [3]. - Information released must be truthful, accurate, complete, and fair, avoiding any misleading or exaggerated language [3][4]. Content Normative Requirements - The company must not disclose any undisclosed significant information and should guide investors to official announcements for such matters [3]. - Responses to investor inquiries must be fair and timely, ensuring that all compliant questions are addressed without selective disclosure [3]. - The company is prohibited from discussing sensitive or confidential information that could harm public interest or violate confidentiality obligations [3]. - Uncertainties and risks associated with the information must be clearly communicated to investors [3]. - The company should avoid engaging with market trends or hot topics in a way that could mislead investors or affect stock prices [3][4]. - Predictions or commitments regarding stock prices are strictly forbidden [4]. Internal Management - The company has established a procedure for internal review of information before it is published or responded to on the Interactive Easy platform, ensuring compliance with legal and regulatory standards [4]. - The board secretary is responsible for overseeing the information release and response process, with input from various departments and external consultants as necessary [4]. Supplementary Provisions - Any matters not covered by this system will be governed by relevant national laws, regulations, and the company's internal rules [5]. - The board of directors is responsible for the formulation, modification, and interpretation of this system, which takes effect upon approval [5].
今日共75只个股发生大宗交易,总成交17.17亿元
Di Yi Cai Jing· 2025-07-21 10:02
Summary of Key Points Core Viewpoint - The A-share market experienced significant block trading activity on July 21, with a total transaction volume of 1.717 billion yuan across 75 stocks, indicating notable investor interest in specific companies [1]. Group 1: Trading Activity - A total of 75 stocks had block trades, with a total transaction value of 1.717 billion yuan [1]. - The top three stocks by transaction value were SAIC Motor Group (1.57 billion yuan), Tianwei Food (1.55 billion yuan), and Sifang Co., Ltd. (1.07 billion yuan) [1]. Group 2: Pricing Trends - Among the stocks traded, 10 stocks were sold at par value, 5 at a premium, and 60 at a discount [1]. - The stocks with the highest premium rates were Jiangsu Shentong (2.64%), Jindi Group (1.83%), and Minsheng Bank (1.11%) [1]. - The stocks with the highest discount rates were Langke Intelligent (27.09%), Energy Iron Han (25.78%), and Betta Pharmaceuticals (22.86%) [1]. Group 3: Institutional Trading - The top stocks by institutional buying were SAIC Motor Group (1.57 billion yuan), XCMG Machinery (1.04 billion yuan), and Milky Way (77.6 million yuan) [2]. - The top stocks by institutional selling included North Copper Industry (30.9 million yuan), Jindi Group (15.9 million yuan), and New Strong Link (3.5 million yuan) [2].