Core Viewpoint - Shanghai Phoenix Enterprise (Group) Co., Ltd. has revised its independent director system and eighteen other regulations to align with updated stock exchange rules and improve corporate governance [1]. Group 1: Reasons and Basis for Revision - The revisions were made in accordance with the Shanghai Stock Exchange's listing rules and self-regulatory guidelines, as well as the company's articles of association [1]. - The revisions aim to enhance the company's governance structure and ensure compliance with regulatory requirements [1]. Group 2: Specific Content of the Revisions - The independent director system now mandates that independent directors constitute more than half of the members in the Strategic and ESG Committee, Audit Committee, Nomination Committee, and Compensation and Assessment Committee [1]. - The term of independent directors is aligned with that of other directors, with a maximum continuous term of six years [2]. - The notice period for convening special meetings of independent directors has been extended from one day to three days [3]. - The Strategic and ESG Committee must maintain a minimum of two-thirds of its members to function effectively, and the board must promptly appoint new members if this threshold is not met [5]. - The Audit Committee's responsibilities have been clarified to include the evaluation of internal controls and communication with external auditors [7][8]. Group 3: Other Revised Regulations - The regulations regarding the management of external guarantees and financial assistance have been updated to ensure compliance with the latest legal requirements [10][11]. - The procedures for disclosing related party transactions have been refined to enhance transparency and accountability [13]. - The management of insider information and its disclosure has been strengthened, with clear responsibilities assigned to the board and the secretary [15][19].

Core Points - The article outlines the insider information management system of Shanghai Phoenix Enterprise (Group) Co., Ltd, aimed at regulating insider information management and ensuring fair disclosure to protect investors' rights [2][3][12]. Group 1: Insider Information Management - The company is responsible for maintaining accurate and complete records of insider information and its informants, with the board of directors and the board secretary being the main responsible parties [3][4]. - The insider information management system applies to all functional departments, subsidiaries, and companies significantly influenced by the company [4][12]. - Insider information is defined as non-public information that could significantly impact the company's operations, finances, or stock prices [5][6]. Group 2: Registration and Reporting - The company must report insider informant records to the Shanghai Stock Exchange when significant events occur, such as major asset restructuring or securities issuance [6][10]. - The insider informant records must include detailed information such as names, identification numbers, and the nature of the insider information [7][11]. - The company is required to submit these records within five trading days after the initial public disclosure of insider information [12][14]. Group 3: Confidentiality and Responsibilities - Insider informants are obligated to maintain confidentiality regarding the insider information they possess [12][13]. - The company must implement measures such as confidentiality agreements and training to ensure that insider information is disclosed only to a limited number of individuals [12][13]. - Violations of confidentiality obligations by insider informants may result in legal penalties and potential termination of employment [13][14].

Core Viewpoint - The document outlines the financial assistance management system of Shanghai Phoenix Enterprise (Group) Co., Ltd., aiming to standardize the company's external financial assistance practices, clarify decision-making authority, and mitigate associated risks [1][2]. Group 1: General Principles - The purpose of the financial assistance management system is to regulate the company's external financial assistance behavior and ensure stable operations [1]. - Financial assistance includes monetary funds, physical assets, and intangible assets provided to external entities, including subsidiaries and associated companies [1]. Group 2: Financial Assistance Recipients - The company is prohibited from providing financial assistance to related parties as defined by the stock listing rules, with exceptions for non-controlling associated companies under certain conditions [2]. - Financial assistance to related parties must comply with relevant regulations and the company's related party transaction management system [2]. Group 3: Approval Authority and Procedures - Financial assistance requires approval from more than half of the board of directors and, if necessary, from the shareholders' meeting [3]. - Non-related directors must approve financial assistance matters, and if their number is insufficient, the matter must go directly to the shareholders' meeting [3]. Group 4: Risk Assessment and Disclosure - The board must evaluate the financial assistance's necessity, legality, fairness, and impact on shareholders, disclosing risks and the ability of the recipient to repay [4]. - Financial assistance exceeding 10% of the company's latest audited net assets or involving high debt ratios requires additional scrutiny and shareholder approval [4]. Group 5: Information Disclosure - The company must disclose financial assistance details, including agreements, board resolutions, and independent opinions, to the Shanghai Stock Exchange [5][6]. - Timely disclosure is required if the recipient fails to repay or faces financial difficulties [6]. Group 6: Implementation Procedures and Risk Control - The investment and asset management department is responsible for assessing the recipient's financial health and industry outlook before providing assistance [6]. - The compliance and risk control department oversees the legality and compliance of financial assistance [7].

General Principles - The management system for the shareholding and trading of Shanghai Phoenix Enterprise (Group) Co., Ltd. aims to strengthen the management of shares held by directors and senior management, based on various laws and regulations [1][2] - This system applies to the shares held by directors and senior management, including those held in others' accounts and through margin trading [1][2] Shareholding Change Reporting Management - The company secretary is responsible for managing the identity information and shareholding data of directors and senior management, ensuring timely reporting to regulatory bodies in case of violations [5][6] - Directors and senior management must report their shareholding information and any changes within specified timeframes [6][7] Restrictions on Shareholding Changes - There are specific prohibitions on share transfers for directors and senior management under certain conditions, such as within six months of leaving the company or during investigations [12][13] - Directors and senior management are prohibited from short-selling the company's shares or engaging in derivative trading based on the company's stock [5][12] Regulations on Share Reduction Behavior - Directors and senior management must adhere to commitments regarding shareholding ratios, holding periods, and methods of reduction [15][16] - During their tenure, they can only transfer up to 25% of their total shareholding from the previous year, with exceptions for certain circumstances [16][17] Information Disclosure Management - Prior to trading, directors and senior management must notify the company secretary of their trading plans, who will verify compliance with disclosure requirements [20][21] - Any share reduction must comply with legal and regulatory disclosure obligations, ensuring the information is truthful and complete [21][22] Accountability - Directors and senior management who violate the trading regulations may face penalties from regulatory bodies and potential internal disciplinary actions [30][31] - The company is responsible for ensuring compliance with the established management system and may take action against those who cause losses through violations [30][31]

Core Viewpoint - The document outlines the selection and management procedures for accounting firms at Shanghai Phoenix Enterprise (Group) Co., Ltd, emphasizing the importance of maintaining shareholder interests and ensuring the quality and integrity of financial information [1][2]. Group 1: General Principles - The selection of accounting firms must comply with relevant laws and regulations, including the Company Law and the Guidelines for Corporate Governance of Listed Companies [1]. - The purpose of the selection system is to enhance the quality of financial information and ensure its authenticity and continuity [1]. Group 2: Requirements for Accounting Firms - Selected accounting firms must possess independent legal status and be registered for securities business [4]. - They should have a fixed workplace, sound organizational structure, and robust internal management systems [4]. - The firms must be familiar with national financial and accounting laws and have a good reputation and record of professional quality [4]. Group 3: Responsibilities of the Audit Committee - The Audit Committee is responsible for the selection and dismissal of accounting firms and must supervise their audit work [3]. - It must establish policies and procedures for selecting accounting firms and propose the initiation of selection work [3]. - The committee is tasked with evaluating the qualifications of the firms and ensuring compliance with selection standards [3][4]. Group 4: Selection Procedures - The selection process can involve competitive negotiations, public bidding, or invitation bidding to ensure fairness and transparency [5]. - The evaluation criteria for firms include audit fees, qualifications, professional records, and quality management levels, with quality management weighted at least 40% [5][6]. - The final selection must be approved by the Board of Directors and submitted to the shareholders' meeting for voting [7]. Group 5: Information Disclosure - The company must disclose the evaluation reports of the accounting firms and the Audit Committee's supervisory activities annually [4][11]. - Any changes in accounting firms must be accompanied by detailed explanations, including reasons for dismissal and communication with previous firms [11]. Group 6: Circumstances for Replacing Accounting Firms - The company must replace accounting firms if there are significant deficiencies in audit quality or if the firm fails to meet its obligations [8][9]. - If a firm requests to terminate its services, the Audit Committee must investigate and report to the Board [9]. Group 7: Supervision and Compliance - The Audit Committee must monitor compliance with laws and regulations regarding the selection of accounting firms [9][10]. - Any violations that result in severe consequences must be reported to the Board, and responsible individuals may face penalties [10][11].

上海凤凰企业（集团）股份有限公司 外部信息报送和使用管理办法 第一章 总 则 第一条 为加强上海凤凰企业（集团）股份有限公司(以下简称公司)定期报告、临 时报告及重大事项在编制、审议和披露期间的外部信息使用人管理，规范外部信息报送 管理，确保信息披露公平、公正、公开，杜绝内幕信息泄露、内幕交易等违法违规行为， 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司信息披露管理办 法》《上海证券交易所股票上市规则》等有关法律、行政法规、规范性文件及《上海凤 凰企业（集团）股份有限公司章程》（以下简称公司章程）《上海凤凰企业（集团）股 份有限公司信息披露事务管理制度》（以下简称公司信披管理制度）等有关规定，结合 公司实际情况，特制定本制度。 第二条 本制度所称信息是指根据《中华人民共和国证券法》《上海证券交易所股 票上市规则》等法律、行政法规、规范性文件及《公司信披管理制度》需要披露但尚未 公开的信息，包括但不限于定期报告、临时公告、财务数据、统计数据及需披露的重大 事项。 重大事项是指公司已发生或者拟发生的可能对公司股票及其衍生品种交易价格产 生较大影响的事项。尚未公开是指公司尚未在上海证券交易所网站或 ...

General Provisions - The purpose of the work guidelines is to adapt to the needs of establishing a modern enterprise system and ensure the standardized operation of the corporate governance structure of Shanghai Phoenix Enterprise (Group) Co., Ltd [1] - The general manager is responsible for the daily management of the company under the leadership of the board of directors, executing board resolutions, and ensuring efficient operations [1][3] Appointment of General Manager - The company appoints one general manager and four deputy general managers, with the board of directors responsible for their hiring and dismissal [2] - The general manager must possess rich economic and management knowledge, strong decision-making abilities, and a commitment to integrity and innovation [2] Powers and Responsibilities of the General Manager - The general manager is responsible for organizing the company's production and management, implementing board resolutions, and reporting to the board [5] - The general manager has the authority to make decisions on external investments, asset purchases or sales, and financial matters within specified limits [5][6] Decision-Making Mechanism - The general manager convenes and presides over regular meetings to discuss important operational and management matters, with meetings typically held monthly [12][13] - The general manager has the final decision-making authority on matters discussed in meetings, ensuring that decisions align with the company's strategic goals [14] Reporting Obligations - The general manager must regularly report to the board on various aspects, including the company's long-term development plans, annual plan implementation, and significant contracts [8][15] - In case of major incidents, the general manager is required to provide timely reports to the board [8][15] Compliance and Ethics - The general manager must adhere to laws, regulations, and the company's articles of association, fulfilling duties with loyalty and diligence [20][38] - Any income derived from violations of company policies must be returned to the company, and the general manager is liable for any resulting losses [20]

上海凤凰企业（集团）股份有限公司 关联交易决策制度 第二章 关联人及关联交易认定 第六条 公司的关联人包括关联法人（或者其他组织）和关联自然人。 具有以下情形之一的法人（或者其他组织），为公司的关联法人（或者其他 组织）： （一）直接或者间接控制公司的法人（或者其他组织）； 第一章 总 则 第一条 为规范上海凤凰企业（集团）股份有限公司（以下简称公司）及控 股子公司的关联交易行为，提高公司规范运作水平，保护公司和全体股东的合法 权益，根据《中华人民共和国公司法》《中华人民共和国证券法》《上海证券交 易所股票上市规则》（以下简称《股票上市规则》）、《上海证券交易所上市公 司自律监管指引第 5 号—交易与关联交易》等法律、行政法规、规范性文件和公 司章程等有关规定，制定本制度。 第二条 公司应建立健全交易与关联交易的内部控制制度，明确交易与关联 交易的决策权限和审议程序，并在关联交易审议过程中严格实施关联董事和关联 股东回避表决制度。 公司交易与关联交易行为应当定价公允、审议程序合规、信息披露规范。 第三条 公司交易与关联交易行为应当合法合规，不得隐瞒关联关系，不得 通过将关联交易非关联化规避相关审议程序和信息披 ...

Core Viewpoint - The document outlines the internal control system for external guarantee business of Shanghai Phoenix Enterprise (Group) Co., Ltd, aiming to standardize external guarantee behavior, prevent risks, and protect investors' rights [1]. Group 1: General Principles - The company must establish an effective internal control system to strictly manage debt risks arising from external guarantees and fulfill the necessary review and disclosure obligations [1][2]. - External guarantees must adhere to principles of legality, prudence, mutual benefit, and safety [2]. Group 2: Responsibilities and Approval - The Board of Directors authorizes the financial management department to operate external guarantee business, ensuring separation of incompatible positions for oversight [3]. - Guarantees exceeding 10% of the latest audited net assets or 50% of total external guarantees must be approved by the Board and shareholders [4]. Group 3: Types and Conditions of Guarantees - The company can provide specified types of guarantees, including those for working capital and guarantees for subsidiaries [18]. - A comprehensive assessment of the credit status and financial health of the guaranteed entities is required before providing guarantees [20]. Group 4: Guarantee Review and Decision-Making - The financial management department is responsible for reviewing external guarantees, requiring documentation such as business licenses and financial statements [23][25]. - Decisions on guarantees must follow the company's articles of association and be recorded properly, with conflicts of interest being avoided [27][28]. Group 5: Execution and Monitoring - The financial management department must ensure compliance with contract terms and monitor the financial risks of guaranteed entities [31][36]. - Any changes in the guarantee conditions must undergo a new review and decision-making process [29]. Group 6: Accountability and Compliance - The Board of Directors and senior management are accountable for risks associated with external guarantees and must take corrective actions for any violations [40][42]. - Any irregular guarantee behavior must be disclosed promptly, and measures should be taken to mitigate losses [44].

上海凤凰企业（集团）股份有限公司 董事会秘书工作制度 第一章总则 第一条 为完善上海凤凰企业（集团）股份有限公司（以下简称公司）治理， 规范公司董事会秘书的选任、履职、培训和考核工作，根据《中华人民共和国公 司法》《中华人民共和国证券法》《上海证券交易所股票上市规则（2025 年 4 月 修订版）》 （以下简称《股票上市规则》） 《上海证券交易所上市公司自律监管指引 第 1 号--规范运作》等法律、行政法规和规范性文件的要求，以及《上海凤凰企 业（集团）股份有限公司章程》（以下简称公司章程）的相关规定，特制定本制 度。 第二条 公司董事会秘书为公司高级管理人员，承担法律、行政法规及公司 章程对董事会秘书所要求的义务，享有相应的工作职权。公司董事会秘书对公司 和董事会负责，应忠实、勤勉地履行职责。 第三条 董事会秘书是公司与上海证券交易所之间的指定联络人。上海证券 交易所仅接受董事会秘书或代行董事会秘书职责的人员以公司名义办理信息披 露、公司治理、股权管理等其相关职责范围内的事务。 第二章任职资格及任免程序 第四条 公司董事会秘书由董事长提名，董事会聘任和解聘。公司董事会秘 书与董事会任期一致，可以连续聘任。 ...