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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]
密封科技: 董事会秘书工作细则
Zheng Quan Zhi Xing· 2025-05-14 11:20
General Provisions - The company establishes rules to regulate the behavior of the board secretary, ensuring they fulfill their duties diligently and efficiently according to relevant laws and regulations [1][2] - The board secretary is a senior management position responsible for the company and the board [1] Appointment and Dismissal of the Board Secretary - The board secretary must meet specific qualifications, including good professional ethics, necessary knowledge, and experience [2][3] - The board secretary is nominated by the chairman and appointed by the board, with a requirement for a written commitment to fulfill their duties [2] - The company must provide valid reasons for dismissing the board secretary and cannot dismiss them without cause [2][3] Responsibilities of the Board Secretary - The board secretary is responsible for coordinating information disclosure, managing insider information, and overseeing investor relations [3][4] - They must ensure compliance with legal and regulatory requirements and report any significant breaches to the Shenzhen Stock Exchange [3][4] - The company must support the board secretary in their duties, providing access to financial and operational information [4] Additional Provisions - The company may appoint a securities affairs representative to assist the board secretary, who will assume responsibilities if the board secretary is unable to perform their duties [5] - The rules established by the board will take effect upon approval and can be modified as necessary [5]
密封科技: 信息披露与投资者关系管理制度
Zheng Quan Zhi Xing· 2025-05-14 11:20
Core Points - The document outlines the information disclosure system of Yantai Shichuan Sealing Technology Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] - It defines "major information" as information that could significantly impact the trading price of the company's securities [1][2] - The company emphasizes the importance of timely, accurate, and complete disclosure of information to maintain transparency and investor trust [1][3] Information Disclosure Obligations - Information disclosure obligors include the company, its directors, senior management, shareholders, and other relevant parties [2][3] - The chairman of the board is the ultimate responsible person for information disclosure, while the board secretary is responsible for executing and coordinating disclosure matters [2][3] - The company must adhere to the basic principles established by relevant regulations and guidelines for information disclosure [2][3] Major Information Reporting and Disclosure - Internal responsible persons must report any major events to the board secretary promptly, who will determine if the event qualifies as "major information" [6][7] - Confidentiality measures must be taken before disclosing major information, including limiting the number of informed individuals and using code names for sensitive information [7][8] - The company must disclose information regarding significant events that could affect the trading price of its securities, including financial performance changes and legal issues [8][9] Reporting Procedures - The company must follow specific internal approval procedures for information disclosure, including drafting and reviewing documents by the board secretary [23][24] - Any leaks of major information or abnormal trading must be reported to the stock exchange immediately [25][26] - The company must ensure that all investors receive the same information simultaneously, avoiding selective disclosure [29][30] Investor Relations Management - The board secretary is responsible for managing investor relations and ensuring effective communication with investors [27][28] - The company must provide equal access to information for all investors and avoid private disclosures to specific individuals or institutions [29][30] - Investor communication activities should be documented, and any interviews or surveys must be approved by the board secretary [31][32] Accountability for Disclosure Violations - Individuals responsible for information disclosure who violate regulations may face penalties, including warnings or termination [52][53] - The company must address any significant errors in annual reports and disclose corrective actions taken [56][57] - The board of directors is responsible for determining penalties for disclosure violations and must ensure that responsible individuals have the opportunity to present their case [60][61]
密封科技: 董事会向经理层授权管理制度
Zheng Quan Zhi Xing· 2025-05-14 11:20
Core Points - The company has established a decision-making system to implement the three-year action plan for state-owned enterprise reform, clarifying the board's authority over the management team [1] - The board's authorization to the management team is based on principles such as prudent authorization, limited scope of authorization, and timely adjustment [1][3] - The management team is authorized to handle transactions under specific conditions, including asset totals and revenue thresholds, ensuring that these do not exceed 10% of the company's audited financial figures [2] Authorization Principles - Authorization should prioritize risk prevention and be strictly limited to the scope defined by the shareholders' meeting [1][3] - The management team must operate within the authorized scope and may adjust decisions based on significant changes in external conditions [4] Authorization Types - The authorization matters are categorized into long-term and temporary authorizations, with the latter being defined through board resolutions [2] - Major decisions by the authorized personnel must follow party organization procedures and consider employee representatives' opinions [5] Implementation and Compliance - The board is responsible for the interpretation of the authorization system, which must comply with national laws and regulations [5][6] - Any inconsistencies with future laws or regulations will require timely amendments to the authorization system [5]
密封科技: 募集资金管理办法
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 为了加强、规范烟台石川密封科技股份有限公司(以下简称"公 司")发行股票募集资金的管理,提高其使用效率和效益,根据《中华人民共 《上市公司监管指引第 2 号—上市公司募集资金管理和使用的监 和国公司法》、 管要求》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,制定本办法。 第二条 本办法所指的"募集资金",是指公司通过公开发行证券(包括 首次公开发行股票、配股、增发、发行可转换公司债券、分离交易的可转换公 司债券、公司债券、权证等)以及非公开发行证券向投资者募集并用于特定用 途的资金。 本办法所称超募资金是指实际募集资金净额超过计划募集资金金额的部 分。 第三条 公司董事会应当对募集资金投资项目的可行性进行充分论证, 确信投资项目具有较好的市场前景和盈利能力,有效防范投资风险,提高募集 资金使用效益。 公司的董事和高级管理人员应当勤勉尽责,督促公司规范使用募集资金, 自觉维护公司募集资金安全,不得参与、协助或纵容上市公司擅自或变相改变 募集资金用途。 第四条 募集资金投资项目(以下简称"募投项目")通 ...
唯万密封2025年一季度盈利能力显著提升,但需关注应收账款和融资结构
Zheng Quan Zhi Xing· 2025-04-30 05:50
Core Viewpoint - The company, Weiman Sealing, demonstrated significant performance growth in Q1 2025, with notable increases in revenue and profit metrics [2][7]. Operational Overview - The total operating revenue reached 181 million yuan, a year-on-year increase of 26.92% - The net profit attributable to shareholders was 24.77 million yuan, up 33.48% year-on-year - The net profit after deducting non-recurring items was 22.83 million yuan, reflecting a 54.62% year-on-year increase [2]. Profitability Analysis - The gross profit margin stood at 42.6%, an increase of 17.35 percentage points year-on-year - The net profit margin was 18.01%, up 21.18 percentage points year-on-year, indicating improved cost control and product value enhancement [3]. Expense Control and Cash Flow - Total operating expenses (selling, administrative, and financial expenses) amounted to 30.26 million yuan, accounting for 16.69% of revenue, an increase of 4.14 percentage points year-on-year - Operating cash flow per share was 0.22 yuan, a substantial increase of 236.82% year-on-year, indicating improved cash flow from operations [4]. Asset and Liability Situation - Cash and cash equivalents were 305 million yuan, a decrease of 5.60% year-on-year - Accounts receivable reached 438 million yuan, a year-on-year increase of 2.14% - Interest-bearing liabilities were 32.54 million yuan, a significant decrease of 72.33% year-on-year - The ratio of accounts receivable to profit was as high as 824.66%, suggesting potential concerns regarding receivables collection risk [5]. Financing and Dividends - Since its listing, the company has raised a total of 560 million yuan and distributed dividends totaling 27.60 million yuan, resulting in a dividend-to-financing ratio of only 0.05, indicating a reliance on equity financing for growth and a low dividend payout [6]. Business Model - The company's performance is primarily driven by equity financing and marketing efforts, which facilitate rapid business expansion but require careful assessment of sustainability and potential risks [7].
唯万密封2024年营收净利实现双升 工程机械密封业务销售收入同比增长62.19%
Quan Jing Wang· 2025-04-29 08:11
Core Viewpoint - Weiman Sealing (唯万密封) reported significant growth in revenue and net profit for the year 2024, driven by active industry application expansion, cost reduction, efficiency improvement, and technological innovation across various business sectors [1][2]. Group 1: Financial Performance - The company achieved a revenue of 716 million yuan, representing a year-on-year increase of 97.02% [1]. - The net profit attributable to shareholders was 53.17 million yuan, reflecting a year-on-year growth of 43.35% [1]. Group 2: Business Segments - In the engineering machinery sealing market, the company launched new high-performance products, resulting in sales revenue of 407.29 million yuan, up 62.19% year-on-year [1]. - The coal mining machinery sealing market saw improvements in product performance and production efficiency, with the company supplying a complete sealing package for a world-first 10-meter high intelligent hydraulic support sealing system [1]. - The agricultural machinery sealing market generated sales revenue of 24.81 million yuan, a 43.09% increase year-on-year, with successful entries into major tractor manufacturers' supply chains [2]. - In the pneumatic and automation sealing sector, sales revenue reached 14.43 million yuan, growing by 14.09% year-on-year, with enhanced production processes and partnerships with leading companies [2]. - The oil and gas sealing sector achieved sales revenue of 124.25 million yuan, with products used widely in domestic and international markets [2]. - The general industrial sealing segment introduced new specialty engineering plastic sealing products, becoming a leading supplier in the domestic market [2]. Group 3: Company Overview - Weiman Sealing specializes in the research, production, and sales of hydraulic and pneumatic sealing products, with applications across engineering machinery, coal mining machinery, agricultural machinery, and industrial automation [3].
宁波商帮
投资界· 2025-02-01 07:44
以下文章来源于秦朔朋友圈 ,作者巫珩 秦朔朋友圈 . 秦朔朋友圈是由中国著名媒体人、财经观察家秦朔牵头创立的一个新媒体与专业服务品牌,包括微信公众号、微博、视频 节目、音频节目等。内容聚焦于经济、金融和商业领域,关注重点为全球和中国财经商业热点、企业家精神、创新与发明 创造、商业文明探索等。 宁波帮的故事。 作者 I 巫珩 来源 I 秦朔朋友圈 (ID:qspyq2015) 2 0 24年,宁波从经济体量上正式超越天津。 根据宁波统计局披露的数据,2 024年GDP为1 81 4 7 .7亿。而几天前,天津统计局公布的GDP数据则为 1 8 02 4 .3 2亿,比宁波少了123 . 38亿。 要知道,这可是自改革开放之后,宁波首次超越天津的历史性时刻啊。 在2 0 17年宁波正式超越青岛之后,天津可一直都是宁波追赶的目标。20 1 4年,天津的GDP比宁波还要多 2 7 00亿。 然而,此后天津发生了两次"挤水分"事件,这使得宁波有了超车的机会,两座城市的GDP差距逐年缩 小,如今成功实现赶超。 但宁波的"野心"绝不止于此,它的下一个赶超目标,可是超越南京,进入GDP前十俱乐部。两城在2 0 23 年的差距 ...