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新时达: 内幕信息知情人登记、报备和保密制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-25 18:07
General Principles - The company establishes a system for the registration, reporting, and confidentiality of insider information to enhance the management of insider information and maintain fair information disclosure principles [1][2] - The board of directors is responsible for timely registration and reporting of insider information personnel, ensuring the accuracy and completeness of the insider information personnel archives [1][2] Scope of Insider Information - Insider information includes significant unpublicized information that affects the company's operations, finances, or stock trading prices, as defined by the Securities Law [2][3] - Specific examples of insider information include major changes in business policies, significant asset transactions, important contracts, major debts, and significant losses [2][3][4] Identification of Insider Information Personnel - Insider information personnel are defined as individuals who can access or obtain insider information, including company directors, senior management, and significant shareholders [4][5] - The identification criteria also include external parties involved in significant transactions or regulatory bodies that may access insider information [4][5] Registration and Reporting Procedures - The company must maintain accurate records of all insider information personnel and their knowledge of insider information, with documentation retained for at least ten years [5][6] - The board secretary is responsible for registering insider information personnel and must report to the Shenzhen Stock Exchange within five trading days after the public disclosure of insider information [6][7] Confidentiality Obligations - Insider information personnel are required to maintain confidentiality and are prohibited from disclosing or using insider information for trading purposes before it is publicly disclosed [10][12] - The company must ensure that the number of individuals with access to insider information is minimized and that confidentiality agreements are in place when necessary [12][13] Accountability and Penalties - The company will impose administrative and economic penalties on insider information personnel who violate confidentiality obligations or engage in insider trading [14][15] - Any significant breaches that result in serious consequences for the company may lead to legal action against the responsible individuals [14][15]
新时达: 年报信息披露重大差错责任追究制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-25 18:07
General Principles - The company aims to enhance the standard of operation and improve the quality and transparency of annual report information disclosure through the establishment of a responsibility accountability system [2][3] - The accountability system applies to directors, senior management, and other personnel involved in the annual report information disclosure process [2] Accountability for Major Errors - Responsibility will be pursued in cases of significant errors in annual report information disclosure due to violations of relevant laws, regulations, or internal controls [3][4] - Specific circumstances that warrant accountability include violations of the Company Law, Securities Law, and internal management regulations that lead to significant errors or adverse impacts [3] Forms and Types of Accountability - The company outlines various forms of accountability, including reprimands, demotions, or termination of employment, depending on the severity of the misconduct [4] - The company may impose economic penalties alongside other forms of accountability, with the amount determined by the board based on the circumstances of the incident [4] Implementation and Effectiveness - The accountability system will take effect immediately upon approval by the company's board of directors [4]
新时达: 控股股东和实际控制人行为规范(2025年6月)
Zheng Quan Zhi Xing· 2025-06-25 18:07
General Principles - The controlling shareholders and actual controllers of the company must comply with laws, regulations, and the company's articles of association, and accept supervision from the Shenzhen Stock Exchange [3][4] - They are required to exercise shareholder rights lawfully and not abuse control or harm the legitimate rights of the company or other shareholders [3][4] - They must fulfill public commitments and disclosure obligations, and not occupy company funds or engage in illegal activities [3][4][5] Responsibilities and Commitments - Controlling shareholders and actual controllers have a duty of loyalty and diligence towards the company and minority shareholders, prioritizing their interests over personal gains [4][5] - They must ensure that transactions with the company are fair and based on written agreements, avoiding any unfair related-party transactions [4][5] - They are required to provide accurate and complete information to the Shenzhen Stock Exchange and cooperate with the company's disclosure obligations [4][5][6] Independence and Asset Protection - The independence of the company's assets, personnel, finances, institutions, and operations must be guaranteed, preventing any influence from controlling shareholders or actual controllers [6][7] - They must not share financial accounts or occupy company funds in any form, ensuring financial independence [7][8] - The company must not be involved in any competition that could harm its interests due to the controlling shareholders' influence [8][9] Share Trading Regulations - Controlling shareholders and actual controllers must adhere to legal regulations when buying or selling company shares, ensuring the stability of control [10][11] - They must disclose any share trading plans to the Shenzhen Stock Exchange in advance and report on the progress of these plans [12][13] - Any transfer of control must be conducted fairly, considering the interests of the company and minority shareholders [11][12] Information Disclosure Management - A robust information disclosure management system must be established, covering the scope of significant information and the responsibilities of relevant personnel [33][34] - Controlling shareholders and actual controllers must promptly notify the company and the Shenzhen Stock Exchange of any significant changes in shareholding or control [34][35] - They are required to maintain confidentiality regarding undisclosed significant information and take immediate action in case of leaks [35][36]
新时达: 上海新时达电气股份有限公司章程(2025年6月)
Zheng Quan Zhi Xing· 2025-06-25 18:07
General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [2] - The registered capital of the company is RMB 663.061291 million [3] - The company is a permanent joint-stock limited company [3] Business Objectives and Scope - The company's business objectives include high quality, efficiency, continuous improvement, technological innovation, and integrity in service [4] - The registered business scope includes the production and processing of electric control equipment, sales of machinery, communication equipment (excluding special control), and consulting services [4] Shares - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1 [5] - The total number of shares issued by the company is 663.061291 million, all of which are ordinary shares [5][6] - The company may increase its registered capital through various methods, including issuing shares to unspecified objects or existing shareholders [6] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including voting at shareholder meetings [10] - Shareholders are obligated to comply with laws and regulations and cannot withdraw their capital except as provided by law [15] - The company must maintain a shareholder register, which serves as proof of share ownership [10] Shareholder Meetings - The company holds annual shareholder meetings within six months after the end of the previous fiscal year [48] - Shareholder meetings can be called by the board of directors or by shareholders holding more than 10% of the shares [49] - Decisions at shareholder meetings require a majority or two-thirds majority vote, depending on the type of resolution [80][82] Related Party Transactions - The company must disclose related party transactions and ensure that related shareholders do not participate in voting on such matters [84] - Any guarantees provided by the company must be approved by the shareholder meeting if they exceed certain thresholds [47]
新时达: 子公司管理办法(2025年6月)
Zheng Quan Zhi Xing· 2025-06-25 18:07
Core Viewpoint - The document outlines the management regulations for subsidiaries of Shanghai New Times Electric Co., Ltd., aiming to enhance internal operations, protect the interests of the company and its investors, and ensure compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The regulations aim to strengthen the management of subsidiaries, establish effective control mechanisms, and improve overall operational efficiency and risk resistance [2]. - Subsidiaries must adhere to these regulations and establish their own management guidelines for any subsidiaries they control [2]. Group 2: Operational Norms - Subsidiaries are required to establish a sound corporate governance structure and internal management systems in accordance with the Company Law and relevant regulations [3]. - Subsidiaries must hold shareholder meetings, board meetings, or supervisory board meetings as stipulated in their articles of association [3][4]. Group 3: Information Management - Subsidiaries must provide timely, complete, and accurate information regarding their operational performance, financial status, and business prospects to the company's board of directors [4]. - Subsidiaries are obligated to report significant matters to the company’s board secretary promptly [11]. Group 4: Financial Management - Subsidiaries must follow national financial management policies and accounting systems, and establish financial management systems suited to their actual conditions [8]. - Financial reports must be submitted to the company within specified timeframes, including annual, semi-annual, and quarterly reports [8][9]. Group 5: Investment Management - Subsidiaries are allowed to invest in projects based on market conditions and business needs, but must follow company guidance and supervision for external investments [10]. - Prior to engaging in certain investment activities, subsidiaries must obtain approval from their shareholder meetings [10]. Group 6: Audit and Supervision - The company will conduct regular or irregular audits of subsidiaries, which may include hiring external auditors [12]. - Subsidiaries must cooperate with audits and provide all necessary documentation [12][13]. Group 7: Performance Assessment - Subsidiaries are required to establish performance assessment and reward systems to motivate management and employees [14]. - The company reserves the right to impose penalties on subsidiary executives who fail to fulfill their responsibilities, resulting in adverse effects on the company [14].
新时达: 独立董事工作制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-25 18:07
Core Points - The document outlines the independent director system of Shanghai New Times Electric Co., Ltd, aiming to enhance corporate governance and ensure independent directors perform their duties without influence from major shareholders or management [1][2][3] Group 1: Independent Director Qualifications and Independence - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [2][3] - Independent directors are required to have at least five years of relevant work experience in law, accounting, or economics, and must possess good personal integrity without significant credit issues [2][3][4] - The company must have three independent directors, including at least one with accounting expertise, who must meet specific qualifications [3][4] Group 2: Nomination and Election of Independent Directors - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares, and must be free from conflicts of interest [8][9] - The nomination process requires the consent of the candidate and a thorough review of their qualifications by the board's nomination committee [9][10] - The election of independent directors must follow a cumulative voting system if more than one candidate is nominated [10][11] Group 3: Rights and Responsibilities of Independent Directors - Independent directors have a duty to participate in board decisions, supervise potential conflicts of interest, and provide professional advice to enhance decision-making [15][16] - They have the right to independently hire external consultants for audits or consultations and can propose the convening of temporary shareholder meetings [16][17] - Independent directors must submit an annual report detailing their attendance, participation in committees, and communication with minority shareholders [29][30] Group 4: Support and Resources for Independent Directors - The company is required to provide necessary working conditions and support for independent directors to fulfill their responsibilities effectively [31][32] - Independent directors should receive timely information and materials related to board meetings to ensure informed decision-making [33][34] - The company must maintain communication channels to facilitate the independent directors' access to relevant information and resources [34][35]
新时达: 对外担保管理制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-25 18:07
Core Viewpoint - The document outlines the external guarantee management system of Shanghai New Times Electric Co., Ltd., aiming to standardize external guarantee behavior, mitigate risks, and protect the company's assets and investors' rights [1]. Group 1: General Principles - The external guarantee management system applies to the company and its subsidiaries, including wholly-owned and controlled subsidiaries [1][2]. - External guarantees refer to the company providing guarantees, asset pledges, and other forms of security for other entities or individuals, including guarantees for subsidiaries [1][2]. - The company must manage external guarantees uniformly, requiring board or shareholder approval before providing any guarantees [2][5]. Group 2: Guarantee Management - The company can provide guarantees to entities with independent legal status and strong debt repayment capabilities under specific conditions, such as mutual guarantee needs or significant business relationships [9]. - Guarantees for subsidiaries must be accompanied by equal guarantees or counter-guarantees from other shareholders based on their investment ratios [10]. - The board must analyze the credit status and risks associated with the guarantee before approval, ensuring thorough due diligence on the applicant's financial health and business relationships [12][13]. Group 3: Approval and Disclosure - Guarantees exceeding 10% of the company's latest audited net assets or 50% of total assets require shareholder approval [22]. - The board must ensure that any related party guarantees are reviewed and approved by independent directors before submission to the board [20][25]. - The company must disclose any guarantees provided, especially those exceeding specified thresholds or involving related parties [22][29]. Group 4: Risk Management - The finance department is responsible for daily management of guarantees, including tracking the financial status of guaranteed entities and ensuring compliance with contractual obligations [36][39]. - In case of default or significant changes in the guarantee contract, the finance department must notify the board and initiate recovery procedures [40][41]. - The company may hire external professionals to assess the risks associated with guarantees to inform board decisions [26]. Group 5: Responsibilities and Accountability - Company directors and senior management are held accountable for unauthorized guarantees that harm the company's interests [43]. - The finance department must conduct credit investigations and manage documentation related to guarantees [17]. - Any economic losses resulting from guarantees must be mitigated, and responsible parties may face consequences based on the severity of the situation [45].
新时达: 董事、高级管理人员持有和买卖本公司股票管理制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-25 18:07
Core Viewpoint - The document outlines the management system for the holding and trading of shares by directors and senior management of Shanghai New Times Electric Co., Ltd, emphasizing compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The management system is established to strengthen the oversight of shareholding and trading activities by directors and senior management, in accordance with various laws and regulations [1]. - The system applies to directors, senior management, and other specified individuals or organizations involved in holding and trading the company's shares [1]. Group 2: Trading Behavior Declaration - Directors and senior management must declare their trading activities within specific timeframes, including new appointments and changes in personal information [2][3]. - Accurate and timely reporting of shareholding data to the Shenzhen Stock Exchange and relevant authorities is mandatory, with legal responsibilities for any inaccuracies [3]. Group 3: Transfer Restrictions - There are specific periods during which directors and senior management are prohibited from trading the company's shares, particularly around the announcement of financial reports and significant events [6][7]. - Certain conditions, such as legal investigations or penalties, also restrict the transfer of shares by directors and senior management [6][7]. Group 4: Disclosure Requirements - The company is required to disclose the trading activities of directors and senior management in regular reports, including the number of shares held at the beginning and end of the reporting period, as well as any transactions made [9][10]. - Any planned share reductions must be reported to the Shenzhen Stock Exchange 15 trading days in advance, detailing the number of shares, reasons for reduction, and compliance with regulations [10][11]. Group 5: Penalties - Violations of the trading regulations by directors, senior management, or significant shareholders result in the forfeiture of profits to the company, with potential disciplinary actions for severe infractions [11].
新时达: 关于2025年度日常关联交易预计的公告
Zheng Quan Zhi Xing· 2025-06-25 17:57
Core Viewpoint - The company, Shanghai New Times Electric Co., Ltd., has announced its expected daily related transactions for the year 2025, estimating a total transaction amount not exceeding RMB 26.2 million, primarily involving sales and purchases with related parties such as Haier Group and its subsidiaries [1][2][10]. Summary by Sections Daily Related Transactions Overview - The company anticipates daily related transactions with Haier Group and its subsidiaries, SIGRINER AUTOMATION, and Shanghai Haokang Automation Technology Co., Ltd. for the year 2025, with a total expected transaction amount of up to RMB 26.2 million [1][2]. - The expected transactions include sales of products and procurement of raw materials and services, with specific amounts allocated to each related party [3][4]. Expected Transaction Categories and Amounts - The expected daily related transactions for 2025 include: - Sales to Haier Group and its subsidiaries: up to RMB 18.2 million - Sales to SIGRINER AUTOMATION: up to RMB 5 million - Sales to Shanghai Haokang: up to RMB 3 million [1][2][9]. Related Parties and Relationships - Haier Group is identified as the actual controller of the company, establishing a related party relationship under the Shenzhen Stock Exchange regulations [5][6]. - SIGRINER AUTOMATION is 50% owned by the company, and Shanghai Haokang is 35% owned, further solidifying the related party status [6][7]. Transaction Pricing Principles - The pricing for transactions with related parties will be based on market fair prices, ensuring compliance with national laws and regulations [8][9]. - The transactions are characterized by principles of voluntariness, equality, mutual benefit, and fairness, with no adverse effects on the company or minority shareholders [10]. Purpose and Impact of Related Transactions - The anticipated related transactions are deemed necessary for normal business operations and align with the company's operational and future development needs [10]. - The transactions are expected to be continuous and regular, with fair pricing that does not harm the interests of the company or its shareholders [10]. Independent Directors' Review Opinion - The independent directors have reviewed and approved the expected related transactions, confirming their normalcy and reasonableness in the context of the company's operations [10].
新时达: 独立董事候选人声明与承诺(周文举)
Zheng Quan Zhi Xing· 2025-06-25 17:57
Group 1 - The candidate, Zhou Wenju, has declared independence and compliance with relevant regulations for the position of independent director at Shanghai New Times Electric Co., Ltd [1][2] - The candidate confirms no conflicts of interest with the company and has passed the qualification review by the nomination committee [1][2] - The candidate has committed to participate in the latest independent director training and obtain the necessary certification [2] Group 2 - The candidate affirms that they do not hold any positions in the company or its subsidiaries, nor do they have direct or indirect shareholdings exceeding 1% [5][6] - The candidate has no significant business dealings with the company or its major shareholders [6][7] - The candidate has not been subject to any disqualifications or penalties by regulatory authorities in the past 36 months [6][7]