SEAL-TECH(301020)
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密封科技(301020) - 密封科技2025年5月15日投资者关系活动记录表
2025-05-16 00:18
Group 1: Company Overview - Yantai Shichuan Sealing Technology Co., Ltd. is a state-owned enterprise with no current plans for major shareholder buybacks [2] - The company has seen a steady increase in sales of its coated boards in recent years, with a significant market opportunity in the sealing and brake system sectors [2] Group 2: Financial Performance - Sales revenue for 2023 and 2024 increased by 43% and 62.66% year-on-year, respectively [2] - Sales revenue for the non-asbestos sealing fiberboard reached 27.51 million in 2024, showing slight growth over the past three years [3] Group 3: Product Development - The company is focused on developing low relaxation rate non-asbestos sealing boards to replace high-end imported products [3] - The domestic non-asbestos sealing board market is still in its early stages, with product performance lagging behind high-end foreign counterparts [3] Group 4: Investor Relations Activity - The investor relations activity took place on May 15, 2025, via the "Panorama Roadshow" website [2] - The event did not involve any undisclosed significant information [3]
密封科技: 薪酬与考核委员会工作细则
Zheng Quan Zhi Xing· 2025-05-14 11:20
Core Points - The company has established a Compensation and Assessment Committee to enhance the evaluation system for directors and senior management [2][3] - The committee is responsible for researching assessment standards and proposing compensation policies for directors and senior management [2][3] - The committee consists of three directors, with independent directors making up more than half [3] - The committee's term aligns with that of the board, and it can be re-elected [3] - The committee is supported by a working group from the finance and human resources departments [3][8] - The committee is tasked with developing assessment standards and compensation policies, including stock incentive plans [8][4] - Recommendations from the committee regarding compensation must be approved by the board and then submitted to the shareholders' meeting for approval [4][8] - The committee must hold at least one meeting annually, with provisions for additional meetings as needed [6][7] - The assessment process for directors and senior management includes self-evaluations and performance metrics [13][14] - The committee can invite directors and senior management to attend meetings when necessary [15] - The committee has confidentiality obligations regarding the matters discussed in meetings [18]
密封科技: 对外提供财务资助管理办法
Zheng Quan Zhi Xing· 2025-05-14 11:20
Core Viewpoint - The document outlines the regulations and procedures for Yantai Shichuan Sealing Technology Co., Ltd. regarding external financial assistance, aiming to protect the interests of the company and its shareholders [1][5]. Group 1: General Provisions - The company and its subsidiaries are required to follow specific guidelines when providing financial assistance, whether compensated or not, to ensure compliance with relevant laws and regulations [1]. - Financial assistance includes actions such as providing funds or loans to subsidiaries formed with related parties [1]. Group 2: Approval Authority for Financial Assistance - Financial assistance must be approved by at least two-thirds of the attending board members and requires timely information disclosure [2]. - Certain conditions necessitate that financial assistance be submitted for shareholder meeting approval, such as when the recipient's audited debt-to-asset ratio exceeds 70% or when the assistance amount exceeds 10% of the company's latest audited net assets [2]. Group 3: Review of Financial Assistance - Before approving financial assistance, directors must understand the nature of the assistance, the recipient's basic information, and any associated risks [3][4]. - Directors are responsible for assessing the compliance, reasonableness, and repayment capability of the recipient [4]. Group 4: Additional Provisions - The company must not use idle raised funds for temporary liquidity support or change the use of raised funds to permanent liquidity support within twelve months after providing financial assistance [4]. - The document stipulates that the board has the authority to interpret and amend these regulations as necessary [5].
密封科技: 年报信息披露重大差错责任追究制度
Zheng Quan Zhi Xing· 2025-05-14 11:20
Core Points - The company aims to enhance its operational standards and ensure the authenticity, accuracy, completeness, and timeliness of its annual report disclosures [1] - The company has established a system to hold responsible parties accountable for significant errors in annual report disclosures [2][3] - The criteria for identifying significant accounting errors in financial reports are outlined, including thresholds based on total assets, net assets, revenue, and net profit [4][5] Group 1 - The company’s financial personnel must strictly adhere to accounting standards and internal control systems to ensure accurate financial reporting [1][2] - Significant errors in annual report disclosures include major accounting errors, substantial omissions, and discrepancies in performance forecasts [2][3] - The company will pursue accountability for significant errors, with a focus on direct and primary responsibility among board members and financial department heads [6][7] Group 2 - The company defines major accounting errors as those that could influence users' judgments about its financial status and results [3][4] - Specific thresholds for recognizing significant accounting errors include errors exceeding 5% of audited total assets, net assets, revenue, or net profit [4][5] - The company will take corrective actions and disclose any significant errors in previously published financial reports according to regulatory guidelines [5][6] Group 3 - The company’s board secretary is responsible for collecting and summarizing information related to significant errors, investigating causes, and preparing reports for board review [5][6] - The company will implement penalties for responsible parties based on the severity of the errors, including potential job-related consequences [7][8] - The board will disclose decisions regarding accountability for significant errors through temporary announcements [7][8]
密封科技: 内部审计管理制度
Zheng Quan Zhi Xing· 2025-05-14 11:20
烟台石川密封科技股份有限公司 第一章 总则 第一条 为了建立健全内部审计制度,加强内部审计监督工作,维护烟台 石川密封科技股份有限公司(以下简称"公司")的合法权益,强化公司经营管 理,提高经济效益,促使公司经济持续健康发展,根据《中华人民共和国审计 法》、《中华人民共和国公司法》、《审计署关于内部审计工作的规定》、等法律、 法规、规范性文件及《烟台石川密封科技股份有限公司章程》(以下简称"《公 司章程》")的相关规定,制定本制度。 第二条 本制度所称内部审计,是指由公司审计部依据国家相关法律法规 及本制度的规定,对本公司的内部控制和风险管理的有效性、财务信息的真实 性、完整性以及经营活动的效率和效果等开展的一种评价活动。 第三条 本制度所称内部控制,是指公司董事会、高级管理人员及其他有 关人员为实现下列目标而提供合理保证的过程: (一) 遵守国家法律、法规、规章及其他相关规定; (二) 提高公司经营的效率和效果; (三) 保障公司资产的安全; (四) 确保公司信息披露的真实、准确、完整和公平。 第四条 本制度适用于公司及公司所有全资子公司和控股子公司及其控 股、控制的所有关联企业(以下简称"子公司")。 第 ...
密封科技: 征集投票权实施细则
Zheng Quan Zhi Xing· 2025-05-14 11:20
General Provisions - The company aims to protect shareholder interests and encourage participation in management by establishing rules for the solicitation of voting rights during shareholder meetings [1][2] - The solicitation of voting rights must be conducted in a non-compensatory manner [1] Entities Eligible to Solicit Voting Rights - The following entities can solicit voting rights from shareholders: the company's board of directors, independent directors, shareholders holding more than 1% of voting shares, and investor protection organizations established by law [1][2] Procedures for Soliciting Voting Rights - The board of directors must obtain approval from more than half of its members to solicit voting rights, while independent directors require unanimous consent [2] - Solicitors must gather voting rights for all matters to be voted on at the shareholder meeting, and shareholders must delegate their voting rights to the same solicitor [2][3] Content and Format of Solicitation Reports - Solicitors must publish a solicitation report detailing the voting plan, including specific procedures for shareholders to delegate their voting rights [3][4] - The report must be published at least ten days before the meeting for shareholders acting as solicitors, and fifteen days for other solicitors [4] Responsibilities and Legal Compliance - Solicitors and shareholders must ensure that all materials related to the solicitation are truthful, accurate, and complete, with no misleading statements or omissions [2][5] - Solicitors must hire a law firm or notary to verify the solicitation process and provide legal opinions on the validity of the solicitation [3][5] Content of the Solicitation Authorization Letter - The authorization letter must include specific voting instructions, details of each voting matter, and the consequences of the delegation [5][6] - It must also specify whether the solicitor can vote according to their discretion on matters without explicit instructions from the shareholder [5][6] Documentation Requirements - The documents required for the authorization must be submitted no later than 48 hours before the meeting [7][8] - Solicitors must present necessary identification and documentation to register for the meeting and exercise the solicited voting rights [8][9] Final Provisions - The rules established by the board of directors will take effect upon approval and can be amended as necessary [9]
密封科技: 内幕信息知情人登记管理制度
Zheng Quan Zhi Xing· 2025-05-14 11:20
Core Points - The article outlines the insider information management system of Yantai Shichuan Sealing Technology Co., Ltd, emphasizing the importance of confidentiality and compliance with relevant laws and regulations [2][9]. Group 1: Insider Information Management - The company establishes a system to manage insider information, ensuring compliance with the Company Law, Securities Law, and other relevant regulations [2][9]. - The Board of Directors is responsible for managing insider information, maintaining accurate and complete records of insider information personnel [3][4]. - The Board Secretary is designated as the head of insider information confidentiality, responsible for the registration and documentation of insider information personnel [3][4]. Group 2: Responsibilities and Obligations - Insider information personnel must maintain confidentiality and are prohibited from trading company securities or disclosing insider information before it is publicly announced [4][5]. - The company must conduct self-inspections regarding insider trading activities and report any violations to the relevant authorities [5][8]. - The company reserves the right to pursue accountability for any violations of insider information management, including disciplinary actions against responsible individuals [8][9]. Group 3: Documentation and Reporting - The company is required to maintain detailed records of insider information personnel, including their names, positions, and the nature of the insider information they are privy to [6][7]. - A memorandum of significant events must be created during major transactions, documenting key decision-making points and involved personnel [6][7]. - The company must report any insider trading activities to the Shenzhen Stock Exchange and disclose the results of any investigations within specified timeframes [8][9].
密封科技: 会计师事务所选聘制度
Zheng Quan Zhi Xing· 2025-05-14 11:20
第四条 公司控股股东、实际控制人不得在公司董事会审议 - 1 - 前,向公司指定会计师事务所,也不得干预董事会及其审计委 员会独立履行审核职责。 第二章 会计师事务所执业质量要求 烟台石川密封科技股份有限公司 第一章 总则 第一条 为规范烟台石川密封科技股份有限公司(以下简称 "公司")选聘(含新聘、续聘、改聘,下同)会计师事务所 相关行为,提高财务信息质量,切实维护股东利益,根据《中 华人民共和国公司法》、《中华人民共和国证券法》、《国有 企业、上市公司选聘会计师事务所管理办法》等相关的法律法 规、证券监督管理部门的相关要求及《公司章程》的规定,结 合公司实际情况制定本制度。 第二条 本制度所称选聘会计师事务所,是指公司根据相关 法律法规要求,聘任会计师事务所对公司财务会计报告发表审 计意见、出具审计报告的行为。公司聘任会计师事务所从事除 财务会计报告审计之外的其他法定审计业务的,视重要性程度 可参照本制度执行。 第三条 公司聘用或解聘会计师事务所,应当经董事会审计 委员会(以下简称"审计委员会")审议同意后,提交董事会 审议,并由股东会决定。董事会不得在股东会决定前委任会计 师事务所开展工作。 (五)能认 ...
密封科技: 董事会战略与ESG委员会工作细则
Zheng Quan Zhi Xing· 2025-05-14 11:20
General Overview - The company establishes a Board Strategy and ESG Committee to enhance its management level in environmental, social, and governance (ESG) aspects, improve decision-making processes, and ensure the scientific nature of development planning and strategic decisions [1][2] Committee Composition - The committee consists of five directors, with independent directors accounting for more than half [2] - The committee is chaired by the chairman of the board, who is responsible for convening meetings [2] Responsibilities and Authority - The committee's main responsibilities include researching and proposing suggestions on the company's long-term development strategy, ESG strategy, and major investment decisions [3][4] - It is tasked with reviewing and submitting ESG-related disclosure documents, including annual ESG reports, to the board [3][4] - The committee monitors the implementation of ESG work and addresses related risks and opportunities [3][4] Meeting Rules - The committee must hold at least one meeting annually, with provisions for emergency meetings [4] - A quorum of two-thirds of the committee members is required for meetings, and decisions must be approved by a majority [4][5] Documentation and Confidentiality - Meeting records must be accurate and reflect the opinions of attendees, and members have confidentiality obligations regarding meeting discussions [5]
密封科技: 董事和高级管理人员所持本公司股份及其变动管理制度
Zheng Quan Zhi Xing· 2025-05-14 11:20
General Principles - The document outlines the management system for the shares held by directors and senior management of Yantai Shichuan Sealing Technology Co., Ltd, aiming to strengthen the management of shareholding and clarify related procedures [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 [1] Shareholding and Trading Regulations - The shares held by directors and senior management include those registered in their names and those held through others' accounts, including shares in margin trading accounts [2][3] - Before trading the company's shares, directors and senior management must be aware of prohibitions against insider trading and market manipulation as per applicable laws [2][3] Reporting and Disclosure Requirements - Directors and senior management must notify the board secretary in writing of their trading plans before buying or selling shares, and the board secretary must verify compliance with disclosure and major event regulations [2][3] - Personal information of directors and senior management must be reported to the stock exchange within specified timeframes, including changes in their shareholding status [3][4] Lock-up and Transfer Restrictions - Shares held by directors and senior management may be subject to lock-up periods and transfer restrictions under certain conditions, such as during public offerings or equity incentive plans [5][6] - Specific conditions under which shares cannot be transferred include the first year after the company's stock listing and six months after leaving the company [6][7] Trading Limitations - Directors and senior management are limited to transferring no more than 25% of their shares annually, with exceptions for certain circumstances like judicial enforcement [6][7] - New shares acquired through various means are subject to specific transfer limits in the year of acquisition [7][8] Insider Information and Compliance - The company must ensure that individuals with insider information do not engage in trading activities, including family members and controlled entities [8][9] - Violations of trading regulations may result in the company recovering profits and disclosing relevant information as required by law [9][10] Responsibilities and Accountability - The chairman of the board is responsible for overseeing the management of shareholding by directors and senior management, while the board secretary manages the reporting and compliance processes [12][13] - Any violations of the trading rules may lead to legal consequences, including civil liability and potential criminal prosecution [13][14]