CENTURY HUATONG(002602)
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ST华通: 重大信息内部报告制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 18:21
Core Points - The internal reporting system for significant information at Zhejiang Century Huatong Group Co., Ltd. aims to ensure timely, accurate, and complete disclosure of information that may significantly impact the company's operations and stock prices [1][2] - The system outlines the obligations of various stakeholders, including major shareholders, directors, and senior management, to report significant information promptly [1][2][3] Group 1: Reporting Obligations - The reporting obligations apply to major shareholders, directors, senior management, and other personnel who may obtain significant information due to their roles [1][2] - The first major shareholders and ultimate controllers of the company must adhere to the same reporting standards as controlling shareholders [2] - The system is applicable to all departments and subsidiaries of the company, including those that may impact stock prices [2][3] Group 2: Definition of Significant Information - Significant information includes major events such as important meetings, transactions, related party transactions, and significant changes that may affect the company [2][3][4] - Important meetings include shareholder meetings and board meetings of the company and its subsidiaries [3] - Major transactions encompass asset purchases or sales, external investments, financial assistance, and other significant dealings [3][4] Group 3: Reporting Standards - Reporting obligations are triggered when significant matters are proposed for board review, during negotiations, or when responsible parties become aware of such matters [5][6] - Specific thresholds for reporting major transactions include asset totals exceeding 10% of the company's audited total assets or significant revenue impacts [5][6] - Related party transactions must also meet defined monetary thresholds for timely reporting [6][7] Group 4: Reporting Procedures - Reporters must provide written reports to the chairman and board secretary, detailing the nature of the significant matter and its potential impact on the company [8] - Each department and subsidiary must designate a liaison for collecting and reporting significant information [8] - Confidentiality is required until the information is publicly disclosed [8] Group 5: Miscellaneous Provisions - The internal reporting system will be executed in accordance with relevant laws and regulations, and any conflicts with future regulations will be resolved in favor of the new laws [8][9] - The board of directors is responsible for drafting, modifying, and interpreting the internal reporting system [8][9]
ST华通: 信息披露事务管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 18:21
浙江世纪华通集团股份有限公司 信息披露事务管理制度 第一章 总则 第一条 为规范浙江世纪华通集团股份有限公司(以下简称"公司") 及其他信 息披露义务人的信息披露行为,加强信息披露事务管理,保护投资者合法权益,根 据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司信息披露管理 办法》《深圳证券交易所股票上市规则》《深圳证券交易所上市公司自律监管指引 第 5 号——信息披露事务管理》等法律、法规、规范性文件及《浙江世纪华通集团 股份有限公司章程》(以下简称《公司章程》)的有关规定,并结合公司实际情况, 制定本制度。 第二条 本制度所称"信息"是指所有对公司股票价格可能产生重大影响的信 息,以及证券监管部门要求披露的信息;本制度所称"披露"是指在规定的时间内, 通过规定的媒体,以规定的方式向社会公众公布,并按规定报送证券监管部门。 第三条 本制度所称"信息披露义务人"是指公司及其董事、高级管理人员、 股东、实际控制人,收购人,重大资产重组、再融资、重大交易有关各方等自然人、 单位及其相关人员,以及法律、行政法规和中国证监会规定的其他承担信息披露义 务的主体。 第二章 信息披露的基本原则 第四条 信息披露 ...
ST华通: 财务管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 18:21
Core Points - The financial management system of Zhejiang Century Huatong Group Co., Ltd. aims to standardize financial behavior, enhance financial management and internal control, prevent operational risks, improve economic efficiency, and protect shareholder rights [1] - The financial management objectives include maximizing enterprise value and shareholder interests [1] - The company has established a financial management center responsible for accounting, financial analysis, and providing financial support for operations [1][2] Financial Management Structure and Responsibilities - The company has set up a financial accounting management institution and appointed a financial director responsible for financial management [1][2] - The financial management center is tasked with managing and guiding the financial departments of subsidiaries, with the authority to recommend financial personnel [1][2] - Financial personnel must adhere to legal and regulatory requirements and report any violations of financial regulations [1][2] Major Accounting Policies - The company follows the accounting standards issued by the Ministry of Finance of the People's Republic of China [1][3] - The accounting period is from January 1 to December 31 each year, with the Chinese Yuan as the functional currency [1][3] - The company uses the accrual basis for accounting and recognizes foreign currency transactions at the spot exchange rate on the transaction date [1][3] Financial Instruments - Financial assets are classified into three categories based on their management model and cash flow characteristics: measured at amortized cost, measured at fair value with changes recognized in other comprehensive income, and measured at fair value with changes recognized in profit or loss [2][3] - The company recognizes expected credit losses for financial assets measured at amortized cost and those measured at fair value with changes recognized in other comprehensive income [5][6] Inventory and Long-term Investments - Inventory is measured at the lower of cost and net realizable value, with specific methods for different types of inventory [8][9] - Long-term equity investments are accounted for using the cost method or the equity method, depending on the level of control or influence over the investee [9][10] Asset Management - The company capitalizes borrowing costs when certain conditions are met, including the occurrence of asset expenditures and borrowing costs [13] - Intangible assets are measured at cost, with specific guidelines for amortization and impairment [14][15] Revenue Recognition and Government Grants - Revenue is recognized when control of goods is transferred to customers, with specific criteria for different types of transactions [19] - Government grants are recognized as deferred income and amortized over the useful life of the related assets [19] Leasing and Segment Reporting - Lease liabilities are recognized at the present value of future lease payments, with specific accounting treatments for different types of leases [20] - The company determines reportable segments based on operational divisions that generate revenue and incur expenses [21]
ST华通: 内部审计制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 18:21
General Principles - The internal audit system of Zhejiang Century Huatong Group Co., Ltd. aims to standardize the internal audit functions and enhance corporate governance capabilities based on relevant laws and regulations [1][2] - Internal audit is defined as an evaluation activity conducted by internal personnel to assess the effectiveness of internal controls, risk management, and the authenticity and completeness of financial information [1][2] Internal Audit Structure - The company establishes an audit committee under the board of directors, with independent directors constituting more than half of the members [2][3] - An internal audit institution is set up to supervise the implementation of internal control systems and the authenticity of financial information, reporting directly to the audit committee [2][3] Responsibilities and Requirements - The audit committee is responsible for guiding and supervising the internal audit institution, reviewing work plans and reports quarterly, and coordinating with external audit units [3][4] - The internal audit institution must evaluate the completeness and effectiveness of internal control systems and report findings to the audit committee at least quarterly [5][6] Audit Procedures - Internal audit activities must follow professional standards and ethical norms, ensuring independence and objectivity in evaluations [7][8] - Audit personnel are required to maintain confidentiality and avoid conflicts of interest while conducting audits [7][8] Evaluation and Reporting - The internal audit institution must submit an annual internal audit work plan and a report within four months after the fiscal year ends [6][9] - The audit report should include objectives, scope, findings, conclusions, and recommendations for improvement [11][12] Compliance and Monitoring - The internal audit institution is tasked with monitoring compliance with laws and regulations, ensuring that significant transactions and financial activities are conducted according to established procedures [14][15] - Regular evaluations of internal controls related to financial reporting and information disclosure are mandatory, with findings reported to the audit committee [19][20] Documentation and Record Keeping - Audit documentation must be complete, accurate, and securely stored for a minimum of seven years, with a clear process for managing and accessing these records [20][21] - The internal audit institution is responsible for maintaining the integrity of audit files and ensuring that they are available for review by the audit committee [20][21]
ST华通: 内部控制评价制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 18:21
Overview - The internal control evaluation system of Zhejiang Century Huatong Group Co., Ltd. aims to identify internal control deficiencies in a timely manner and implement improvement plans to ensure effective internal control operations [1]. Definition and Scope - The internal control evaluation process involves a comprehensive assessment to form conclusions and issue evaluation reports, providing reasonable assurance regarding the effectiveness of internal control design and operation [1]. - This system applies to the company and is referenced by its subsidiaries [1]. Responsibilities - The Internal Audit Department is responsible for managing internal control evaluations, promoting the establishment and strict execution of internal control systems, monitoring compliance, and tracking the rectification of deficiencies [1]. Evaluation Principles and Implementation - Internal control evaluations focus on significant business matters and high-risk areas, assessing the effectiveness of internal control design and execution [1]. - Evaluations can be periodic or daily, with periodic evaluations requiring submission of reports to the board of directors [1]. Evaluation Content - The evaluation includes assessing whether internal controls cover company-level risks and significant business processes, the appropriateness of design methods, the effectiveness of organizational structure, and the existence of self-inspection mechanisms [1]. Evaluation Procedures and Methods - The evaluation process involves on-site testing, identifying control deficiencies, summarizing results, and preparing evaluation reports [1]. - Various methods such as interviews, surveys, and sampling are used to collect evidence regarding the effectiveness of internal controls [1]. Deficiency Recognition - The Internal Audit Department is responsible for defining standards for recognizing internal control deficiencies, which are categorized into major, important, and general deficiencies based on qualitative and quantitative criteria [2]. Evaluation Report - The internal control evaluation report includes an overview of the evaluation work, standards and basis, scope, procedures, deficiency recognition, and corrective actions taken [2]. Supervision and Accountability - The evaluation process is subject to supervision, and any concerns regarding the fairness of the evaluation can be reported to the board of directors [2].
ST华通: 股东会议事规则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 18:21
Core Points - The document outlines the rules for the shareholders' meeting of Zhejiang Century Huatong Group Co., Ltd, ensuring compliance with relevant laws and regulations [1][10] - The company emphasizes the importance of shareholder rights and the responsibilities of the board of directors in organizing meetings [1][2] Group 1: General Provisions - The company must convene shareholders' meetings in accordance with the Company Law, Securities Law, and its own articles of association [1] - Shareholders' meetings are categorized into annual and extraordinary meetings, with specific timelines for their convening [1][2] - Legal opinions must be obtained for the meeting's procedures, participant qualifications, and voting results [1][2] Group 2: Convening Shareholders' Meetings - The board of directors is responsible for timely convening meetings, with independent directors having the right to propose extraordinary meetings [2][3] - Shareholders holding more than 10% of shares can request the board to convene an extraordinary meeting, and if the board fails to respond, they can approach the audit committee [2][3] Group 3: Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting and be clearly defined [3][4] - Shareholders holding at least 1% of shares can submit supplementary proposals, but these must comply with legal and regulatory requirements [3][4] - Notifications for meetings must be sent out in advance, detailing all proposals and necessary information for shareholders [3][4] Group 4: Conducting Shareholders' Meetings - Meetings should be held at the company's registered location, allowing for both in-person and remote participation [4][5] - The meeting must be presided over by the chairman or a designated director, ensuring order and addressing any disruptions [4][5] - Voting procedures must be clearly outlined, with provisions for cumulative voting in certain circumstances [6][7] Group 5: Decision-Making and Disclosure - Decisions made during the meeting must be promptly announced, including details on attendance and voting results [8][9] - The company is required to maintain records of the meeting, ensuring transparency and accountability [9][10] - Any resolutions that violate laws or regulations are deemed invalid, and shareholders have the right to challenge such decisions [9][10]
ST华通: 防范控股股东及关联方占用公司资金制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 18:21
Core Viewpoint - The document outlines the measures taken by Zhejiang Century Huatong Group Co., Ltd. to prevent the controlling shareholder and related parties from occupying company funds, ensuring the protection of all shareholders' interests [1][2]. Group 1: General Principles - The company establishes a system to prevent fund occupation by the controlling shareholder, actual controller, and related parties, based on relevant laws and regulations [1]. - Fund occupation includes both operational and non-operational forms, such as payments for wages, benefits, and other expenses on behalf of the controlling shareholder [1]. Group 2: Prevention Principles - The company will strictly limit fund occupation during operational transactions with the controlling shareholder and related parties [2]. - The controlling shareholder and related parties are prohibited from various forms of fund occupation, including requiring the company to pay their expenses or debts [2]. Group 3: Regulatory Measures - The company must prevent non-operational fund occupation and establish a long-term mechanism to safeguard funds [3]. - The board of directors is responsible for approving transactions with the controlling shareholder and related parties, with significant transactions requiring shareholder meeting approval [3]. Group 4: Accountability and Penalties - The board must take effective measures against the controlling shareholder if they infringe on company assets or harm shareholder interests, including reporting to regulatory authorities [4]. - Individuals who assist or condone fund occupation by the controlling shareholder may face disciplinary actions or legal consequences [4]. Group 5: Implementation and Amendments - The system will take effect upon approval by the shareholders' meeting and will be amended as necessary [5]. - Any inconsistencies with future laws or regulations will be governed by the latter [5].
ST华通: 关联交易管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 18:21
Core Points - The article outlines the management system for related party transactions of Zhejiang Century Huatong Group Co., Ltd, aiming to regulate such transactions and protect shareholders' rights [1][2] - The system emphasizes the legality, necessity, and fairness of related party transactions, ensuring the company's independence and preventing the manipulation of financial indicators [1][2] - It defines related party transactions and identifies related parties, including both legal entities and natural persons [4][5] Summary by Sections General Principles - The system is established in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China and the Shenzhen Stock Exchange Listing Rules [1] - Related party transactions must be conducted legally and fairly, without concealing relationships or evading review procedures [1][2] Related Transactions and Related Parties - Related transactions include various activities such as asset purchases, financial support, and management contracts [4] - Related parties are defined as entities or individuals with significant control or ownership in the company, including those holding more than 5% of shares [6][7] Avoidance System - Directors and shareholders with related interests must abstain from voting on related transactions to ensure impartiality [2][3] - The board meeting can proceed with a majority of non-related directors present, and decisions require a majority vote from them [2][3] Decision-Making Procedures for Related Transactions - Transactions exceeding specified monetary thresholds require approval from independent directors and must be disclosed [13][14] - Transactions over 30,000 yuan with related natural persons or over 3 million yuan with related legal entities must follow these procedures [13][14] Disclosure Requirements - The company must disclose details of related transactions, including parties involved, transaction amounts, and pricing basis [23] - Annual reports must summarize the execution of daily related transactions [19][20] Miscellaneous Provisions - The system will take effect upon approval by the shareholders' meeting and will be interpreted by the board of directors [25][27]
ST华通: 对外担保管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 18:21
第一章 总则 第一条 为规范浙江世纪华通集团股份有限公司(以下简称"公司")的担 保行为,有效控制公司对外担保风险,维护投资者合法利益,根据《中华人民共 和国公司法》《中华人民共和国证券法》《深圳证券交易所股票上市规则》《深 圳证券交易所上市公司自律监管指引 1 号——主板上市公司规范运作》等有关法 律、法规、规范性文件和《浙江世纪华通集团股份有限公司章程》 (以下简称《公 司章程》)的规定,制定本制度。 浙江世纪华通集团股份有限公司 对外担保管理制度 第二条 本制度所称"对外担保",指公司以第三人的身份为他人提供的保 证、抵押、质押或者其他形式的担保,包括公司对控股子公司的担保。本制度所 称"公司及其控股子公司对外提供的担保总额",是指包括公司对控股子公司担 保在内的公司对外担保总额与公司控股子公司对外担保总额之和。 第三条 本制度适用于公司及公司控股子公司的对外担保决策行为。 第四条 公司对外担保必须遵守有关法律、法规、规范性文件以及公司章程 和本制度的规定,并严格控制对外担保产生的债务风险。 第二章 担保对象的审查 第五条 公司对外担保时应当采取必要措施核查被担保人的资信状况,并在 审慎判断被担保方偿还 ...
ST华通: 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8月)
Zheng Quan Zhi Xing· 2025-08-29 18:21
Core Points - The document outlines the management system for the shareholding and trading activities of directors and senior management of Zhejiang Century Huatong Group Co., Ltd. [1] - It emphasizes compliance with relevant laws and regulations regarding insider trading and market manipulation [2][4] - The document specifies the reporting requirements for share transactions by directors and senior management [3][8] Group 1: General Principles - The management system applies to all shares held by directors and senior management, including those held in margin accounts [1][2] - Directors and senior management must notify the board secretary of their trading plans in writing before executing any trades [2][3] - There are restrictions on the transfer of shares, including a limit of 25% of total shares held during their term and six months after leaving their position [4][5] Group 2: Trading Restrictions - Directors and senior management are prohibited from trading shares during specific periods, such as 15 days before the announcement of annual or semi-annual reports [6][7] - They must ensure that close relatives and controlled entities do not engage in insider trading [7] - There are specific conditions under which shares cannot be transferred, including during the first year of trading and within six months after leaving the company [5][6] Group 3: Disclosure Requirements - The company must 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 [20][21] - Any changes in shareholding must be reported within two trading days [8][13] - The document mandates compliance with the regulations regarding significant shareholding changes as per the relevant laws [9]