Core Viewpoint - Zhejiang Lino's acquisition of Xuhua Machine is a strategic move to enhance its capabilities in the control valve sector, aiming to fill technological gaps and expand market applications [1][2][3] Group 1: Acquisition Details - Zhejiang Lino has completed the acquisition of 100% equity in Xuhua Machine for a cash payment of 260 million yuan, making Xuhua Machine a wholly-owned subsidiary [1] - The acquisition aligns with Zhejiang Lino's strategic development plan and will be included in the company's consolidated financial statements [1] Group 2: Company Background - Zhejiang Lino is recognized as a national-level specialized and innovative "little giant" enterprise, focusing on the research and development of control valves [2] - The company has rapidly risen to become a leader in the domestic control valve market, achieving revenue of 923 million yuan in 2024 [1] Group 3: Strategic Implications - The acquisition is expected to enhance Zhejiang Lino's technical level and production capacity in the regulating valve field, thereby strengthening its overall competitiveness [2] - By acquiring Xuhua Machine, Zhejiang Lino will gain access to core technologies in precision regulating valves and high-temperature, high-pressure valves, addressing its shortcomings in the high-end fine chemical valve market [3] - The integration of production systems and business processes post-acquisition is anticipated to create resource synergies and enhance industry competitiveness, facilitating market expansion [3]

证券代码：300838 证券简称：浙江力诺 公告编号：2025-039 浙江力诺流体控制科技股份有限公司 关于拟收购徐州化工机械有限公司 100%股权的进展公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有 虚假记载、误导性陈述或重大遗漏。 一、交易概述 名称：徐州化工机械有限公司 统一社会信用代码：91320300753230839L 浙江力诺流体控制科技股份有限公司（以下简称"公司"）于 2025 年 06 月 05 日召开第五届董事会第八次会议、第五届监事会第八次会议，审议通过《关于 拟收购徐州化工机械有限公司 100%股权的议案》，同意公司与程路、李姝、耿 世纪等 20 人/社团法人以及徐州化工机械有限公司（以下简称"徐化机"）签署 《浙江力诺流体控制科技股份有限公司与程路、李姝、耿世纪等 20 人/社团法人 关于徐州化工机械有限公司收购协议》（以下简称《收购协议》），拟以现金 26,000.00 万元购买徐化机原股东持有的股权的方式取得徐化机 100%股权。 并于 2025 年 06 月 08 日与程路、李姝、耿世纪等 20 人/社团法人以及徐化 机正式签署了《收购协议》。 本次股 ...

Group 1 - The company has revised its articles of association, removing references to "supervisors" and "supervisory board," replacing them with "audit committee" [1] - The company has made minor adjustments to punctuation and wording that do not affect the meaning of the clauses [1] - The address in the articles of association has been updated to align with the business license, but the company address remains unchanged [1] Group 2 - The revised articles of association must be submitted for shareholder meeting approval, requiring a two-thirds majority of the voting rights held by attending shareholders [2] - The board of directors has requested authorization from the shareholder meeting for management to handle related business registration changes and amendments to the articles of association [2] Group 3 - The authorization is valid from the date of shareholder meeting approval until the completion of the related business registration and articles of association filing [3] Group 4 - The company will hold its first extraordinary shareholder meeting of 2025 on July 16, 2025 [6] - The meeting will be convened by the board of directors and complies with relevant laws and regulations [7] Group 5 - The meeting will be conducted in a hybrid format, combining on-site voting and online voting [9] - The date for registering to attend the meeting is set for July 9, 2025 [10] Group 6 - The meeting will review several proposals, with a total proposal requiring a two-thirds majority for approval [13][14] - Related shareholders must abstain from voting on certain proposals to ensure fairness [15] Group 7 - Shareholders can register for the meeting through various methods, including on-site and mail [16] - Specific documentation is required for different types of shareholders to complete the registration process [18]

Group 1 - The company held its fifth board meeting on June 24, 2025, with all seven directors present, including independent directors attending via communication methods [2][4] - The meeting followed legal and regulatory requirements as per the Company Law and the company's articles of association [2] Group 2 - The board approved several amendments to the company's articles of association to enhance governance and internal control, which will be submitted for shareholder approval [3][5] - The board's voting results for the amendments were unanimous, with all seven votes in favor [4][7] Group 3 - The board also approved amendments to various governance documents, including the rules for shareholder meetings, board meetings, independent director work systems, and related party transaction management [6][9][12][14][16] - All proposed amendments received unanimous support from the board [10][13][15][17] Group 4 - The board proposed to hold the first extraordinary general meeting of shareholders on July 16, 2025, to discuss the approved amendments [75][76] - The meeting will utilize both on-site and online voting methods [75]

Core Points - The implementation rules for the cumulative voting system aim to protect the interests of minority shareholders and regulate the company's governance structure [1] - The cumulative voting system allows shareholders to concentrate their voting rights on a single candidate or distribute them among multiple candidates during the election of directors [1][2] - The rules specify that the cumulative voting system is mandatory when a single shareholder or their concerted actors hold more than 30% of the voting shares during the election of two or more directors [2] Chapter Summaries Chapter 1: General Principles - The cumulative voting system grants each shareholder voting rights equal to the number of shares they hold multiplied by the number of directors to be elected [1] - The term "directors" includes both independent and non-independent directors, with specific provisions for employee representatives [1][2] Chapter 2: Nomination of Directors - Director candidates must meet the qualifications set forth in relevant laws and regulations, typically nominated by the board of directors [8] - Candidates must provide written consent and personal information before the shareholder meeting [3][9] Chapter 3: Voting Principles of Cumulative Voting - The voting process must be clearly communicated to shareholders, and appropriate ballots must be prepared [13][22] - Separate voting is required for independent and non-independent directors [14] Chapter 4: Principles for Election of Directors - Directors are elected based on the number of votes received, requiring a majority of valid voting rights [17] - In case of a tie, specific procedures are outlined for re-election [19][20] Chapter 5: Special Procedures for Cumulative Voting - The use of cumulative voting must be explicitly stated in the notice for the shareholder meeting [21] - Shareholders can vote in person or delegate their voting rights to others [23][24] Chapter 6: Supplementary Provisions - Any matters not covered by these rules will follow national laws and the company's articles of association [24] - The board of directors is responsible for interpreting these rules [25]

Core Points - The document outlines the rules and procedures for the shareholders' meetings of Zhejiang Lino Fluid Control Technology Co., Ltd, aiming to enhance governance and protect shareholders' rights [2][3][4]. Group 1: General Provisions - The rules are established to ensure compliance with relevant laws, including the Company Law and Securities Law, and to align with the company's articles of association [2][3]. - The shareholders' meeting is categorized into annual and extraordinary meetings, with specific timelines for their convening [3][4]. Group 2: Meeting Convening - The board of directors is responsible for convening the shareholders' meeting within the stipulated timeframe and must respond to requests for extraordinary meetings from shareholders holding over 10% of shares [5][6][7]. - Legal opinions must be obtained to confirm the legality of the meeting's procedures and outcomes [4][5]. Group 3: Proposals and Notifications - Shareholders holding at least 1% of shares can propose agenda items, which must comply with legal and regulatory requirements [8][9]. - Notifications for meetings must be comprehensive, detailing the agenda, voting procedures, and rights of shareholders [10][11]. Group 4: Meeting Procedures - The meeting must be held at the company's registered address or a specified location, allowing for both in-person and online participation [27][28]. - The chairman of the meeting is responsible for maintaining order and ensuring that all shareholders can exercise their rights [29][30]. Group 5: Voting and Resolutions - Resolutions can be passed by ordinary or special majority, with specific requirements for different types of decisions [47][49]. - The results of the voting must be publicly disclosed, ensuring transparency and accountability [69][70]. Group 6: Execution and Disclosure - The board of directors is tasked with implementing the resolutions passed during the shareholders' meetings and ensuring compliance with disclosure obligations [74][75]. - The company must provide timely information to shareholders and the public regarding significant decisions and changes [76][77].

General Principles - The compensation management system for directors and senior management of Zhejiang Lino Fluid Control Technology Co., Ltd. aims to motivate and establish an incentive mechanism aligned with modern corporate governance [1] - The system is based on relevant laws and regulations, including the Company Law of the People's Republic of China and the company's articles of association [1] Applicable Personnel - The system applies to company directors and senior management, including the general manager, deputy general managers, financial director, board secretary, and other senior management as defined in the company's articles of association [1] Compensation Management Structure - The shareholders' meeting is the highest authority responsible for approving the implementation, modification, and termination of the compensation system [2] - The board of directors authorizes the compensation and assessment committee to set compensation standards and conduct annual evaluations of directors and senior management [2] Compensation Standards - Directors in management positions will have their compensation determined based on their roles and responsibilities [2] - Independent directors receive an annual allowance based on regional economic and industry standards, with reasonable expenses covered by the company [2] - Senior management compensation consists of a base salary and an annual performance bonus, with the base salary reflecting industry standards and job responsibilities [2][3] Compensation Payment - Independent directors' allowances are paid monthly [3] - The payment timing and method for non-independent directors and senior management are determined by the company's salary payment system [3] - Compensation is pre-tax, with deductions for personal income tax and social insurance contributions [4] Compensation Adjustment and Incentives - The compensation system should align with the company's business strategy and be adjusted according to changes in business conditions [5] - The compensation and assessment committee can approve temporary special rewards or penalties for directors and senior management [5] - Salary reductions or deductions may occur for serious violations of company rules or significant economic losses caused by the individual [5] Other Provisions - The terms "yuan" and "ten thousand yuan" refer to "Renminbi yuan" and "Renminbi ten thousand" respectively [7] - The compensation does not include stock incentive plans or other special bonuses [7] - The system becomes effective upon approval by the shareholders' meeting and is subject to modification under the same process [7]

Core Viewpoint - The article outlines the information disclosure deferral and exemption management system of Zhejiang Lino Fluid Control Technology Co., Ltd, emphasizing the need for compliance with legal obligations and the protection of investors' rights [1][2]. Group 1: General Principles - The system aims to regulate the deferral and exemption of information disclosure by the company and other obligated parties, ensuring compliance with relevant laws and regulations [1]. - Information disclosure obligations must be fulfilled truthfully, accurately, completely, timely, and fairly, without misuse of deferral or exemption to mislead investors [2]. Group 2: Conditions for Deferral and Exemption - Deferral or exemption from disclosure is permitted if the information involves state secrets or could violate confidentiality regulations [2]. - Business secrets can be deferred or exempted if disclosure could lead to unfair competition or harm the interests of the company or others [2][3]. Group 3: Internal Review Procedures - The company must carefully determine the need for deferral or exemption and follow internal review procedures to prevent unauthorized disclosure [4][5]. - The board of directors oversees the management of deferral and exemption matters, with the board secretary responsible for coordinating these activities [4]. Group 4: Registration and Reporting - The company must maintain a record of deferred or exempted disclosures, including the type of information and the reasons for deferral or exemption [5][6]. - Relevant materials must be submitted to the regulatory authorities within ten days after the announcement of periodic reports [6]. Group 5: Accountability and Compliance - The company must not abuse the deferral or exemption procedures and will hold responsible parties accountable for any violations that negatively impact the company or investors [6][7]. - The management system must comply with the rules of the Shenzhen Stock Exchange and other relevant regulations [8].

Group 1 - The company is named Zhejiang Lenor Flow Control Technology Co., Ltd. and was established as a joint-stock company according to the Company Law of the People's Republic of China [2][3] - The company was approved by the China Securities Regulatory Commission to issue 34.085 million shares of common stock to the public on March 26, 2020, and was listed on the Shenzhen Stock Exchange on June 8, 2020 [2][3] - The registered capital of the company is RMB 137.978 million [3] Group 2 - The company's business scope includes manufacturing and sales of industrial automatic control systems, valves, and related technical services [5] - The company aims to drive sustainable development through customer value orientation and innovation [4] Group 3 - The company has a total of 137,978,000 shares issued, with each share having a par value of RMB 1 [5][6] - The company prohibits financial assistance for acquiring its shares, except under specific conditions approved by the shareholders' meeting [6][8] Group 4 - The company’s shareholders have rights to dividends, attend meetings, supervise management, and access company documents [12][13] - The company must hold an annual general meeting within six months after the end of the previous fiscal year [49]

General Principles - The company establishes a management method for external guarantees to regulate its guarantee behavior, protect investors' rights, and ensure financial safety [1][2] - External guarantees must be approved by the board of directors or shareholders' meeting [2][4] Scope of Application - The management method applies to the company and its wholly-owned and controlling subsidiaries [2] - Controlling subsidiaries cannot provide external guarantees without company approval [2] Guarantee Conditions - External guarantees are limited to independent legal entities with strong repayment capabilities [8] - The company must conduct credit assessments of the guaranteed parties [8][9] Approval Process - The finance department and the board secretary's office are responsible for handling external guarantee applications [12] - The board of directors must approve guarantees exceeding 10% of the company's latest audited net assets [18] Information Disclosure - The company must disclose information regarding external guarantees in accordance with the Securities Law and relevant regulations [25] - Disclosure includes total external guarantees and their proportion to the latest audited net assets [25][26] Contract Review and Signing - External guarantees must be in written form and approved by the board or shareholders [28][29] - The finance department must review the guarantee contracts for compliance and potential risks [29] Risk Management - The board must investigate the financial status and credit of the guaranteed parties before approving guarantees [34] - The finance department is responsible for monitoring the repayment status of guaranteed debts [43] Responsibilities of Personnel - All directors must regularly review financing and guarantee matters and bear joint responsibility for any violations [60] - Management personnel who exceed their authority in approving guarantees may face legal consequences [61]