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浙江力诺: 董事、高级管理人员薪酬管理制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-25 17:36
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]
浙江力诺: 对外担保管理办法(2025年6月)
Zheng Quan Zhi Xing· 2025-06-25 17:36
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]
Flowserve(FLS) - 2025 Q1 - Earnings Call Transcript
2025-04-30 14:00
Financial Data and Key Metrics Changes - Bookings grew 18% year-over-year to $1,200 million, while revenue increased by 5% [4] - Adjusted gross margins expanded by 80 basis points to 33.5%, and adjusted operating margins reached 12.8%, resulting in incremental margins of over 50% [4] - Adjusted earnings per share was $0.72, reflecting a nearly 25% increase compared to the previous year [4][20] Business Line Data and Key Metrics Changes - Aftermarket bookings reached a record of almost $690 million, marking the fourth consecutive quarter above $600 million [6] - Nuclear bookings exceeded $100 million for the third consecutive quarter, with power bookings up more than 45% year-over-year [7] - FPD segment saw bookings growth of 21% and adjusted operating margin of 17.7%, while FCD segment experienced bookings growth of 10% and sales growth of 14% [22][24] Market Data and Key Metrics Changes - The company reported strong asset utilization in large process industries, with maintenance spending continuing as expected [14] - April bookings remained healthy across run rate and aftermarket business, with limited project deferrals observed in select industries [15] - The backlog stood at $2,900 million, providing a level of certainty for future revenues [16] Company Strategy and Development Direction - The company is focused on navigating the current tariff environment while building on strong first-quarter results [5] - Emphasis on the 8020 program to reduce complexity and improve margins, with expectations of 200 basis points of margin expansion by 2027 [18] - The company is leveraging its global footprint to optimize work locations and mitigate tariff impacts [12] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the ability to execute at a high level despite macroeconomic uncertainties [5] - The company is monitoring customer behavior closely, with expectations of continued capital spending unless the macro environment worsens [42] - Overall visibility into project pipelines remains strong, particularly in the nuclear sector, which provides long-term revenue assurance [90][92] Other Important Information - The company repurchased $53 million of shares year-to-date at an average cost of $45 per share, viewing its share price as undervalued [27] - Adjusted primary working capital as a percentage of sales increased to 29.8%, with expectations for significant improvement in cash flow and working capital efficiency [26] Q&A Session Summary Question: Sustainability of bookings and outlook for the second half - Management noted strong aftermarket bookings and a healthy project funnel, but acknowledged potential uncertainties due to tariffs and macroeconomic conditions [36][42] Question: Guidance for Q2 and impact of tariffs - Management indicated that Q2 results are expected to be similar or slightly better than Q1, with some mix headwinds anticipated [45][48] Question: Competitive footprint and pricing power - The company highlighted its regional manufacturing advantages and noted that pricing actions have been well-received, with expectations for continued pricing power [52][60] Question: Visibility into project pipeline and potential pushouts - Management confirmed strong visibility into project pipelines, particularly in nuclear, with limited signs of project pushouts at this time [88][90] Question: Mitigation of tariff impacts - The company plans to offset tariff impacts through pricing actions and supply chain repositioning, with expectations to mitigate the full $90 to $100 million impact [94][96]
1天5家!A股,重大资产重组!新奥股份、湖南发展、玉龙股份、康惠制药停牌
梧桐树下V· 2025-03-19 06:06
文/梧桐兄弟 3月18日晚,新奥股份、湖南发展、玉龙股份、春晖智控、康惠制药5家上市公司发布公告称,公司正在筹划重大资产重组事项/重大事项/控制权变更,其中新奥股 份、湖南发展、玉龙股份、康辉制药公司股票自2025年3月19日起开始停牌;春晖智控今天复牌,高开18.54%,开于16.24元/股,但随后回调,截至14点价格为 14.93元。 1、新奥股份(600803)公告称,公司正在筹划重大资产重组事项,可能涉及公司发行股份,标的公司属于天然气行业。 鉴于相关重大事项尚存在不确定性, 公司股票自 2025年3月19日(星期三)开市起停牌。 公司预计停牌时间不超过10个交易日。截至3月18日收盘,新奥股份股价 报19.65元/股,总市值为608.58亿元。 新奥股份主营业务为液化天然气生产/销售与投资,能源技术工程服务,甲醇等能源化工产品生产、销售与贸易,煤炭的开采、洗选与贸易,以及生物制农兽药原 料药及制剂的生产与销售。 | 证券代码 证券简称 | | 停复牌类型 | 停牌起始日 | 停牌期间 停牌终止日 复牌日 | | --- | --- | --- | --- | --- | | 600803 | 新奥股 ...
浙江力诺流体控制科技股份有限公司创业板首次公开发行股票招股说明书(申报稿2019年9月5日报送)
2023-01-14 17:10
索 引 号 bm56000001/2021-00196644 分 类 预先披露;预先披露 发布机构 证监会 发文日期 名 称 浙江力诺流体控制科技股份有限公司创业板首次公开发行股票招股说明书(申报稿2019年9 月5日报送) 文 号 主 题 词 索 引 号 bm56000001/2021-00196644 分 类 预先披露;预先披露 发布机构 证监会 发文日期 名 称 浙江力诺流体控制科技股份有限公司创业板首次公开发行股票招股说明书(申报稿2019年9 月5日报送) 文 号 主 题 词 浙江力诺流体控制科技股份有限公司创业板首次公开发行股票招股说 明书(申报稿2019年9月5日报送) 根据《证券法》、《首次公开发行股票并上市管理办法》和《首次公开发行股票并在创业板上市管理办法》的相 关规定,申请文件受理后、发行审核委员会审核前,发行人应当将招股说明书(申报稿)在中国证监会网站预先披 露。 【打印】 【关闭窗口】 浙江力诺流体控制科技股份有限公司创业板首次公开发行股票招股说 明书(申报稿2019年9月5日报送) 根据《证券法》、《首次公开发行股票并上市管理办法》和《首次公开发行股票并在创业板上市管理办法》的相 ...