Group 1 - The core point of the announcement is that Jiangsu Shentong Valve Co., Ltd. has received notification from its controlling shareholder, Ningbo Juyuan Ruili Venture Capital Partnership (Limited Partnership), regarding the release of a portion of its pledged shares [1] - The controlling shareholder, Juyuan Ruili, will release 6,790,000 shares, which accounts for 8.21% of the total shares and 1.34% of the company's total equity [1] - As of the announcement date, the total number of pledged shares by the controlling shareholder is 82,678,557, representing 16.29% of the total shares, with 23,590,000 shares pledged before and 16,800,000 shares after the release [1] Group 2 - The announcement states that there is no risk of forced liquidation or transfer of shares for the pledged shares, and it will not lead to a change in the actual control of the company [1] - The company confirms that the release of the pledged shares does not involve significant asset restructuring or performance compensation obligations, and it will not have a substantial impact on the company's operations or governance [1]

Core Viewpoint - Jiangsu Shentong (002438) announced that its controlling shareholder, Juyuan Ruili, will release the pledge of 6.79 million shares, accounting for 8.21% of its held shares and 1.34% of the company's total share capital [1] Summary by Relevant Sections - **Pledge Release Details** - The release of the pledge will start on September 4, 2024, and the pledge expiration date is July 25, 2025 [1] - The pledgee is Guotai Junan Securities Co., Ltd. [1] - **Current Pledge Status** - As of the announcement date, Juyuan Ruili has cumulatively pledged 16.8 million shares, which represents 20.32% of its held shares and 3.31% of the company's total share capital [1] - **Risk Assessment** - The pledged shares do not pose a risk of forced liquidation or transfer, and there will be no change in the actual control of the company [1]

证券代码：002438 证券简称：江苏神通 公告编号：2025-043 江苏神通阀门股份有限公司 关于控股股东部分股权解除质押的公告 本公司及董事会全体成员保证信息披露内容的真实、准确、完整，没有虚假记 载、误导性陈述或重大遗漏。 江苏神通阀门股份有限公司（以下简称"公司"、"本公司"）近日接到公司 控股股东宁波聚源瑞利创业投资合伙企业（有限合伙）（以下简称"聚源瑞利"） 的通知，获悉聚源瑞利将所持有本公司的部分股份于近日办理了解除质押手续。 具体事项如下： | | 是否为控 | | 占其所 | 占公司 | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 股东 | 股股东或 第一大股 | 本次解除质 押股份数量 | 持股份 比例 | 总股本 比例（%） | 质押开 | 质押到期 | | 质权人 | | 名称 | 东及其一 | （股） | （%） | | 始日期 | 日期 | | | | | 致行动人 | | | | | | | | | 聚源 瑞利 | 是 | 6,790,000 | 8.21 | 1.34 | 2024年9 月 ...

Core Viewpoint - Jiangsu Shentong Valve Co., Ltd. is revising its Articles of Association to align with the latest legal regulations and improve corporate governance [1][2][3]. Summary by Sections Reasons and Basis for Revision - The revision aims to ensure compliance with the latest laws and regulations, enhance corporate governance, and streamline operational mechanisms [1]. Specific Amendments to the Articles of Association - The original powers of the Supervisory Board will be transferred to the Audit Committee of the Board of Directors, leading to the abolition of related rules [1]. - The registered capital remains at RMB 507.537461 million [2]. - The legal representative will be the President, and the company will bear civil liability for actions taken by the legal representative [2][3]. - Shareholders are liable for the company's debts only to the extent of their subscribed shares [3]. - The Articles of Association will become legally binding upon effectiveness, governing the relationships among the company, shareholders, and management [4]. Rights and Obligations of Shareholders - Shareholders have the right to sue the company and its directors, supervisors, and senior management for violations of the Articles [4][5]. - The definition of senior management has been clarified to include the President, Vice Presidents, Board Secretary, and Chief Financial Officer [5]. Issuance and Transfer of Shares - The issuance of shares will adhere to principles of openness, fairness, and justice, ensuring equal conditions for all shares of the same category [5][6]. - The total number of issued shares is confirmed to be 507.537461 million, with a par value of RMB 1 per share [5][6]. Financial Assistance and Capital Increase - The company will not provide financial assistance for acquiring its shares, except for employee stock ownership plans [5][6]. - The company can increase capital through various means, subject to shareholder approval [6][7]. Shareholder Meetings and Voting - The company will hold annual and extraordinary shareholder meetings, with provisions for remote participation [34][35]. - Shareholders must provide proof of shareholding to access company materials [34][35]. Legal Compliance and Responsibilities - The company and its controlling shareholders must comply with laws and regulations to protect the interests of all shareholders [40][41]. - The Articles outline the responsibilities of controlling shareholders to avoid conflicts of interest and ensure transparency [40][41].

Core Viewpoint - Jiangsu Shentong Valve Co., Ltd. is preparing for the election of its seventh board of directors, with a proposed structure of 9 directors, including 5 non-independent directors, 3 independent directors, and 1 employee representative director [1][2]. Board Composition - The seventh board will consist of 9 members: 5 non-independent directors, 3 independent directors, and 1 employee representative [1][2]. - The independent directors' candidates include Xiao Xiao, Ma Jing, and Shi Bingfeng, with Xiao Xiao and Ma Jing already holding independent director qualifications [2][12][14]. Election Process - The election of the new board will be conducted at the company's first extraordinary shareholders' meeting in 2025, using a cumulative voting system [2]. - The qualifications and independence of the independent director candidates must be approved by the Shenzhen Stock Exchange before being submitted for shareholder voting [2]. Current Board's Performance - The current sixth board of directors will continue to fulfill their duties until the new board is appointed, having contributed positively to the company's operations and development [3]. Candidate Profiles - **Han Li**: Born in 1987, holds significant positions and honors, including being the actual controller of the company, with indirect and direct holdings of 76.957283 million shares and 9.7 million shares respectively [4][6]. - **Wu Jianxin**: Born in 1965, has extensive experience in the valve industry, currently holding 41.111592 million shares [5][6]. - **Wang Yi**: Born in 1983, has held various investment management roles, with indirect and direct holdings of 0.460636 million shares and 0.0618 million shares respectively [7][8]. - **Zhao Wenhao**: Born in 1983, currently serves as vice president, holding 0.005 million shares [8][9]. - **Zhu Guiying**: Born in 1979, a certified public accountant with no current shareholding [10][11]. - **Xiao Xiao**: Born in 1984, holds a PhD in accounting, currently an independent director for another company [12]. - **Ma Jing**: Born in 1979, holds a PhD in world economics, currently an independent director for another company [13]. - **Shi Bingfeng**: Born in 1958, has a master's degree and extensive experience in business management, currently does not hold shares but is committed to obtaining independent director qualifications [15][16].

Summary of Key Points Core Viewpoint - Jiangsu Shentong Valve Co., Ltd. plans to provide a joint liability guarantee for its wholly-owned subsidiary, Ruifan Energy Technology Co., Ltd., to secure a credit facility of up to RMB 600 million from commercial banks for operational needs [1][2]. Group 1: Guarantee Overview - The company intends to apply for a credit limit of up to RMB 600 million, with a one-year term and the ability to recycle the credit [1]. - The guarantee will be provided to multiple banks, including Zhejiang Commercial Bank, China Merchants Bank, and others [1]. Group 2: Financial Condition of the Guaranteed Entity - As of December 31, 2024, Ruifan Energy had total assets with a debt ratio of 71.86%, indicating a high level of leverage [2]. - Ruifan Energy is not a dishonest executor and has a good credit status [2]. Group 3: Guarantee Contract Details - The guarantee will be a joint liability guarantee with a one-year term [3]. - The specific details of the guarantee will be finalized in a formal agreement, which has yet to be signed [3]. Group 4: Board and Supervisory Committee Opinions - The board believes that the financial risks associated with the guarantee are manageable and will not affect the company's normal operations [3]. - The supervisory committee supports the guarantee, stating that the company can effectively monitor the subsidiary's operations and ensure proper use of funds [3]. Group 5: Cumulative External Guarantee Information - Including this guarantee, the total approved external guarantee amount is RMB 1.5 billion, which is 42.68% of the company's audited net assets as of December 31, 2024 [4]. - The actual external guarantee balance is RMB 289.39 million, representing 8.23% of the company's audited net assets [4]. - The company currently has no overdue external guarantees or guarantees involved in litigation [4].

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]

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]

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].

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]