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万和电气: 信息披露管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-26 16:45
Core Viewpoint - The information disclosure management system of Guangdong Vanward New Electric Co., Ltd. aims to standardize the company's information disclosure practices, enhance management of disclosure affairs, and protect investors' rights and interests in accordance with relevant laws and regulations [1][2][3]. Group 1: General Principles - The company must disclose information truthfully, accurately, completely, and timely, without any false records or misleading statements [2][3]. - Information disclosure obligations require simultaneous public disclosure to all investors, prohibiting prior disclosure to any individual or entity [2][3]. - The board of directors and senior management are responsible for ensuring the authenticity and completeness of disclosed information [2][3]. Group 2: Disclosure Content - Regular reports include annual reports, semi-annual reports, and quarterly reports, which must disclose significant information affecting investors' decisions [4][5]. - Annual reports must be audited by a qualified accounting firm and submitted within four months after the fiscal year-end [4][5]. - The content of regular reports must be approved by the board of directors and include key financial data, stock and bond issuance, and major shareholder information [5][6]. Group 3: Temporary Reports - Temporary reports are required for significant events that may impact the company's securities trading prices, and must be disclosed immediately [6][7]. - Major events include significant changes in business operations, major investments, and any legal issues that could affect the company [8][9]. Group 4: Disclosure Procedures - The company must follow a strict process for information disclosure, including internal review and approval by the board of directors [12][13]. - The board secretary is responsible for managing the disclosure process and ensuring compliance with regulations [14][15]. Group 5: Responsibilities and Accountability - The chairman of the board is the primary responsible person for information disclosure, while the board secretary manages daily disclosure affairs [35][36]. - Directors and senior management are accountable for the accuracy and completeness of disclosed information, with potential disciplinary actions for violations [66][67]. Group 6: Confidentiality Measures - Individuals with access to insider information are required to maintain confidentiality and are subject to strict internal controls [45][46]. - The company must implement measures to limit the dissemination of undisclosed information and ensure compliance with confidentiality obligations [47][48]. Group 7: Exemptions and Delays in Disclosure - The company may delay or exempt disclosure of information involving state secrets or commercial secrets under specific conditions [50][51]. - If the reasons for delaying disclosure are resolved, the company must promptly disclose the relevant information [52][53].
万和电气: 外部信息使用人管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-26 16:45
Core Viewpoint - The document outlines the external information management system of Guangdong Vanward New Electric Co., Ltd., aiming to enhance information disclosure management, ensure fair disclosure, and prevent insider trading [1][2]. Group 1: General Principles - The system is established to comply with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1]. - The scope of the system includes the company, its departments, subsidiaries, and relevant personnel [1]. Group 2: Management and Process of External Information Disclosure - The Board of Directors is the highest management body for external information disclosure, with the Board Secretary responsible for daily management [2]. - Information must not be disclosed to external parties without legal basis, and any external requests must be refused [2]. - Relevant departments must notify the Securities Department in writing before disclosing information, which requires approval from the Board Secretary [2]. Group 3: Confidentiality Obligations - Directors and senior management must adhere to confidentiality obligations during the preparation of reports and significant matters [2][3]. - Any external party receiving undisclosed significant information must sign a confidentiality agreement [3]. Group 4: Accountability and Emergency Measures - Individuals responsible for external information disclosure must ensure the accuracy and completeness of the information [5]. - In case of unauthorized disclosure, the company must report to the Shenzhen Stock Exchange immediately [5]. - External parties using undisclosed information for trading must be reported to regulatory authorities and may face legal consequences [5][6].
万和电气: 投资者关系管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-26 16:45
Core Points - The article outlines the investor relations management system of Guangdong Vanward New Electric Co., Ltd, emphasizing the importance of effective communication between the company and its investors, particularly small and medium-sized investors [1][2][3] - The management system is designed to enhance corporate governance, protect investor rights, and ensure compliance with relevant laws and regulations [1][2] Group 1: General Principles - The investor relations management is based on principles of compliance, equality, proactivity, and honesty [2][3] - The board secretary is designated as the head of investor relations management, with specific responsibilities outlined for other executives and staff [2][3] Group 2: Management Requirements - The company and its major stakeholders must actively participate in and support investor relations management [5][6] - Information disclosure must be timely, fair, and accurate, adhering to legal and regulatory standards [6][7] Group 3: Communication Content and Methods - Communication with investors should cover the company's development strategy, financial performance, and other relevant information [6][7] - Various channels and methods, including the company website, investor meetings, and social media, are utilized for effective communication [12][13] Group 4: Organizational Structure and Responsibilities - The board secretary coordinates investor relations activities, while the securities affairs department manages daily operations [14][15] - Staff involved in investor relations must possess relevant skills and knowledge, including understanding corporate governance and financial regulations [15][16] Group 5: Implementation of Investor Relations Activities - The company must avoid disclosing undisclosed significant information during investor relations activities [18][19] - A comprehensive record-keeping system for investor relations activities is required, including participant details and communication content [18][19] Group 6: Investor Meetings and Feedback - The company is encouraged to hold investor meetings to address questions and gather feedback, especially after significant events or reports [27][28] - The company must ensure that meetings are accessible and provide opportunities for small shareholders to participate [28][29] Group 7: Research and Media Interaction - The company must manage interactions with research institutions and media carefully to prevent the leakage of undisclosed information [32][33] - A formal record of research interactions must be maintained, ensuring compliance with disclosure obligations [34][35] Group 8: Interactive Platforms - The company should utilize platforms like "Interactive Easy" for investor communication, ensuring responses are fair and based on disclosed information [38][39] - Information shared on these platforms must not conflict with formal disclosures and should be accurate and non-misleading [40][41]
万和电气: 社会责任制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-26 16:45
Core Viewpoint - The company establishes a comprehensive social responsibility system to promote sustainable development, protect stakeholder interests, and ensure compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The company aims to implement the scientific development concept and contribute to a harmonious society while pursuing economic benefits [1]. - Social responsibility encompasses obligations to various stakeholders, including shareholders, creditors, employees, customers, suppliers, and the community [1]. Group 2: Protection of Shareholder and Creditor Rights - The company commits to fair treatment of all shareholders and ensuring their legal rights are fully respected [6]. - It will adopt a stable profit distribution policy and actively return profits to shareholders [9]. - The company will maintain financial stability and protect creditor interests while maximizing shareholder benefits [10]. Group 3: Employee Rights Protection - The company will comply with labor laws and protect employee rights, including establishing a fair compensation system [12][13]. - It will ensure a safe working environment and provide necessary training and development opportunities for employees [14][17]. Group 4: Supplier, Customer, and Consumer Rights Protection - The company will engage in honest dealings with suppliers, customers, and consumers, avoiding false advertising and protecting intellectual property rights [19]. - It will ensure product safety and provide clear warnings about potential risks associated with its products [20][21]. Group 5: Environmental Protection and Sustainable Development - The company is committed to building an environmentally friendly society and enhancing sustainable development capabilities [26]. - It will implement an environmental protection management system and comply with pollution discharge regulations [29][30]. Group 6: Public Relations and Social Welfare - The company will consider community interests and engage in various social welfare activities, including education and environmental protection [31][32]. - It will accept supervision from government departments and the public regarding its social responsibility practices [33]. Group 7: System Construction and Information Disclosure - The board of directors will regularly evaluate the implementation of the social responsibility system and publish a social responsibility report alongside the annual report [34][35]. - The report will address issues related to employee protection, environmental pollution, product quality, and community relations [35].
万和电气: 内部审计制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-26 16:45
Core Viewpoint - The internal audit system of Guangdong Vanward New Electric Co., Ltd. aims to enhance self-restraint, improve internal control, and ensure the legality and scientific decision-making of the company's governance bodies [2][3]. Group 1: General Principles - The internal audit is designed to independently supervise and evaluate all aspects of the company's management to ensure compliance with policies and procedures [2][3]. - The internal audit department operates independently and is not subject to interference from other departments or individuals [2][3]. Group 2: Internal Audit Department and Personnel - The company has established an internal audit department responsible for overseeing the integrity and effectiveness of internal control systems and the authenticity of financial information [5][6]. - The internal audit department must have at least three dedicated personnel with high professional standards in auditing and finance [5][6]. Group 3: Responsibilities of the Internal Audit Department - The internal audit department is responsible for evaluating the completeness and effectiveness of internal control systems across all internal institutions and subsidiaries [9][10]. - The department must report any significant issues or clues directly to the audit committee [9][10]. Group 4: Audit Procedures - The internal audit department must prepare annual and quarterly audit plans and submit them to the board of directors and the audit committee [22][23]. - Audit reports must be submitted to the audit committee for approval, and the department must ensure that the audited departments act on the audit conclusions [26][28]. Group 5: Information Disclosure - The internal audit department is responsible for organizing the evaluation of internal controls and must issue an annual internal control evaluation report [30][31]. - The board of directors must review the internal control evaluation report during the annual report review [31][32]. Group 6: Rewards and Penalties - The company will recognize and reward significant achievements by the internal audit department and personnel [33]. - Disciplinary actions will be taken against internal audit personnel for violations such as leaking confidential information or abusing power [34][35].
万和电气: 年报信息披露重大差错责任追究制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-26 16:45
Core Viewpoint - The company has established a system for accountability regarding significant errors in annual report disclosures to enhance the quality and transparency of information provided to stakeholders [2][4]. Group 1: Purpose and Scope - The system aims to improve the company's operational standards and ensure the authenticity, accuracy, completeness, and timeliness of annual report disclosures [2]. - It applies to directors, senior management, subsidiary heads, controlling shareholders, and other personnel involved in annual report disclosures [2][3]. Group 2: Definition of Major Errors - Major errors in annual report disclosures include significant accounting errors in financial reports, substantial omissions or mistakes in disclosures, and discrepancies between performance forecasts and actual results [3]. - Specific examples of major errors include violations of accounting laws, significant discrepancies in financial data, and failure to provide reasonable explanations for performance differences [3][8]. Group 3: Accountability Principles - The accountability system follows principles of objectivity, fairness, and proportionality between fault and responsibility [4]. - The company secretary is responsible for collecting and summarizing materials related to accountability and proposing handling plans for board approval [4]. Group 4: Recognition and Handling of Errors - Major accounting errors are defined as those that could significantly affect users' judgments regarding the company's financial status, with specific thresholds for asset, liability, revenue, and profit discrepancies [5][6]. - The company must engage a qualified accounting firm to audit any corrections to previously published financial reports [6]. Group 5: Consequences of Errors - Individuals responsible for significant errors may face various penalties, including corrective orders, public criticism, demotion, or termination of employment [11]. - The results of accountability measures will be included as a key performance indicator in the annual evaluations of relevant departments and personnel [11].
万和电气: 内幕信息知情人登记管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-26 16:45
General Principles - The purpose of the insider information management system is to standardize the management of insider information, enhance confidentiality, and ensure fair information disclosure in accordance with relevant laws and regulations [2][3][11] - The Board of Directors is responsible for managing insider information, ensuring the accuracy and completeness of insider information personnel records, with the Chairman of the Board being the primary responsible person [2][3] Scope of Insider Information - Insider information refers to non-public information that could significantly impact the company's operations, finances, or stock prices [3][4] - The scope of insider information includes major changes in business policies, significant investments, important contracts, major debts, losses, changes in external conditions, and other critical events affecting the company [3][4][5] Insider Information Personnel - Insider information personnel include company directors, senior management, shareholders holding more than 5% of shares, and other individuals who can access insider information due to their roles [4][5][6] - The list of insider information personnel must be accurately recorded and confirmed, including details about when and how they accessed the information [5][6] Registration and Management of Insider Information Personnel - The company must maintain a detailed record of insider information personnel, including the timing, location, and manner of their access to insider information [5][6][7] - Relevant parties involved in significant transactions must also complete insider information personnel registration and submit it to the securities department for record-keeping [6][7][8] Confidentiality Management and Accountability - Insider information personnel are obligated to keep insider information confidential and are prohibited from disclosing or using it for trading purposes before it is publicly disclosed [9][10] - The company must take necessary measures to limit the number of individuals who are aware of insider information and ensure that any disclosures to major shareholders or other parties are documented and agreed upon [10][11] Compliance and Enforcement - The company is responsible for self-examination and punishment of any violations of the insider information management system, and must report the results to regulatory authorities [10][11] - The system will take effect upon approval by the Board of Directors and will be subject to relevant laws and regulations [11][12]
万和电气: 对外投资管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-26 16:45
General Principles - The purpose of the external investment management system is to strengthen the management of external investments by the company and its subsidiaries, standardize investment behavior, and protect the legal rights of the company and its shareholders [1] - External investments must comply with national laws and regulations, aiming for better economic benefits while adhering to principles such as alignment with national industrial policies and the company's business objectives [1][3] Types of External Investments - External investments include various forms such as equity investments, securities investments, derivatives trading, entrusted financial management, entrusted loans, and investments in subsidiaries [3] - Securities investments encompass activities like new share subscriptions, stock repurchases, and bond investments, while derivatives include futures, swaps, and options [3][4] Investment Decision-Making Structure - The decision-making bodies for external investments include the shareholders' meeting, board of directors, chairman, and president, each with specific authority [5] - The president is responsible for collecting information, evaluating new investment projects, and managing approved investment projects [5][6] Approval Authority for External Investments - External investments reaching certain thresholds must be approved by the board of directors and submitted to the shareholders' meeting for approval [7] - Specific thresholds include investments exceeding 50% of the audited annual revenue or net profit, or absolute amounts exceeding 50 million yuan for revenue and 5 million yuan for profit [7][8] Approval Procedures - The company must follow strict procedures for approving external investments, including preparing feasibility reports for board review [10][11] - The board must consider the reliability and objectivity of the feasibility reports before making decisions on external investments [11][12] Related Transactions - Transactions involving related parties must adhere to legal regulations and the company's articles of association, ensuring that related directors abstain from voting [9][11] - Independent directors must approve related transactions and may seek independent financial advisory reports for their judgments [11][12]
万和电气: 关联交易管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-26 16:45
General Principles - The company establishes this system to ensure fairness and reasonableness in related party transactions, protecting the interests of all shareholders, especially minority shareholders [1] - The company aims to minimize related party transactions and ensure that any transactions are beneficial to the company, potentially seeking opinions from intermediaries or professional evaluation agencies [1][2] - Related party transactions must adhere to principles of openness, fairness, and justice, with pricing primarily based on market principles [1] Definition of Related Party Transactions - Related party transactions include the transfer of resources or obligations between the company and its related parties, covering various activities such as asset purchases, financial support, and service provision [2][3] Related Parties and Relationships - Related parties include both legal entities and natural persons, with specific criteria for identifying related legal entities and individuals [3][4] - The company must report any related party relationships to the Shenzhen Stock Exchange [4] Decision-Making Procedures for Related Party Transactions - Proposed related party transactions must be reported to the executive office and the board of directors for approval [4][5] - Transactions exceeding certain thresholds must be disclosed and submitted for shareholder approval, with specific monetary limits set for different types of transactions [5][6] Disclosure Requirements - The company must disclose related party transactions according to regulatory requirements, including details about the transaction parties, pricing, and any necessary approvals [12][13] - Annual and semi-annual reports must summarize the actual performance of daily related party transactions [11] Special Cases and Exemptions - Certain transactions may be exempt from audit or evaluation requirements, such as daily related party transactions or transactions where pricing is regulated by the state [11][15] - The company must ensure that any financial support provided to related parties complies with specific approval processes [15][16] Implementation and Amendments - This system is effective from the date of board approval and will be amended as necessary [17]
万和电气: 理财产品管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-26 16:45
Core Viewpoint - The management system for financial products at Guangdong Vanward New Electric Co., Ltd. aims to regulate investment behavior, ensure the safety of funds and assets, and effectively prevent investment risks while maintaining the legal rights of shareholders and the company [1]. Group 1: General Principles - The financial product management refers to the operation and management of idle funds to enhance fund utilization and increase company revenue, ensuring high safety, good liquidity, and low risk [1]. - The company is prohibited from using raised funds directly or indirectly for financial products, ensuring that such activities do not affect normal production and investment needs [2]. - Financial product transactions must only be conducted with legally qualified financial institutions, and accounts must be established in the company's name [2]. Group 2: Management Structure - The board of directors is responsible for approving financial product investments not exceeding 10% of the latest audited net assets, while larger investments require shareholder approval [2]. - The funds management department is tasked with the practical execution of financial product business, including content review, risk assessment, and monthly accounting [2][3]. - The audit and supervision department is responsible for pre-approval, ongoing supervision, and post-audit of financial product activities, ensuring compliance with approval and operational procedures [3]. Group 3: Implementation Process - The funds management department selects financial products based on the company's financial and cash flow status, submitting necessary approvals to the board or shareholders [4]. - Regular reporting on the profit and loss of financial products is required, and any adverse factors must be promptly communicated to the relevant parties [5]. - Confidentiality measures are in place to protect sensitive information related to financial operations, with strict supervision by the audit department [4]. Group 4: Additional Provisions - The board of directors holds the interpretation rights of the management system, which will be implemented upon approval [5]. - Any conflicts between this system and future laws or regulations will be resolved in favor of the latter, with timely revisions made by the board [5].