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海南发展拟收购电商宠物公司网营科技51%股权;*ST龙宇收监管工作函|公告精选
Mei Ri Jing Ji Xin Wen· 2025-06-09 14:56
Mergers and Acquisitions - Hainan Development plans to acquire 51% stake in e-commerce pet company Wangying Technology for 438 million yuan, aiming to enhance its presence in the e-commerce service sector, particularly in the pet industry [1] - Weiman Sealing intends to use its own funds to acquire the remaining 49% stake in Shanghai Jiano Sealing Technology for 204 million yuan, resulting in full ownership of the company [2] - Tianzhun Technology is set to jointly acquire 4% stake in Suzhou Xihang Semiconductor Technology, with a total payment of 25 million yuan, increasing its ownership to 13.45% [3] Shareholding Changes - Boss Software's director and deputy general manager plans to reduce holdings by up to 1.65 million shares, representing 0.22% of total shares [4] - Jiahe Intelligent's shareholder plans to reduce holdings by up to 376,500 shares, accounting for 1% of the total shares excluding repurchased shares, due to personal funding needs [5] - New Jinlu's board members and senior management plan to collectively reduce their holdings by up to 0.0775% of total shares for personal financial reasons [6]
“嘉”速优化营商环境!德资密封巨头新厂投产!
Sou Hu Cai Jing· 2025-06-06 15:21
Group 1 - The new factory of Dekmatte Dece Seal (Shanghai) Co., Ltd. has opened in the Shanghai Hope Intelligent Manufacturing Industrial Park, covering an area of 5,260 square meters, marking a comprehensive upgrade of the company's supply chain capabilities [1][3] - As a wholly-owned subsidiary of the German Kordel Seal Technology Group, Dekmatte Dece Seal has been deeply rooted in Malu Town for over ten years, serving more than 40 industrial segments globally and providing full-scenario sealing solutions [3][5] - The new factory will enhance the Kordel Xpress® rapid delivery service, enabling quick delivery of high-quality turned sealing parts, including prototypes, small batch custom parts, and spare parts for various industrial applications [3][5] Group 2 - The decision to invest and expand in Malu reflects the company's recognition of local market potential and confidence in Jiading District, with a focus on upgrading supply chain capabilities [5] - The intelligent operation of the new factory will significantly improve the efficiency of responding to local and global demands [5] - The establishment of the Shanghai Hope Intelligent Manufacturing Industrial Park, which spans 104 acres and integrates R&D, production, and warehousing, has attracted leading companies and created a high-end manufacturing and technology innovation ecosystem [5]
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: 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: 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: 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]