Core Viewpoint - Shanghai Yashi (603329) reported a significant increase in revenue and net profit for the first half of 2025, but also showed concerning trends in accounts receivable and profitability metrics [1][2]. Financial Performance - Total revenue reached 2.044 billion yuan, a year-on-year increase of 56.76% - Net profit attributable to shareholders was 20.3263 million yuan, up 42.56% year-on-year - In Q2 alone, total revenue was 1.243 billion yuan, increasing by 56.28% year-on-year, while net profit for Q2 was 10.5777 million yuan, a 5.61% increase year-on-year [1]. Profitability Metrics - Gross margin stood at 6.0%, a decrease of 17.39% year-on-year - Net margin was 0.89%, reflecting a year-on-year increase of 2.07% - Total selling, administrative, and financial expenses amounted to 91.8611 million yuan, accounting for 4.49% of revenue, a decrease of 25.74% year-on-year [1]. Cash Flow and Debt Situation - Operating cash flow per share was -1.33 yuan, a decline of 47.83% year-on-year - The company has a cash flow situation that raises concerns, with cash and cash equivalents to current liabilities at only 34.37% and a three-year average operating cash flow to current liabilities of -3.08% [2]. - The debt situation is also concerning, with interest-bearing debt ratio reaching 22.01% and a negative average operating cash flow over the past three years [2]. Accounts Receivable - Accounts receivable increased significantly, with a year-on-year growth rate of 172.63% - The ratio of accounts receivable to profit reached 910.62%, indicating potential liquidity issues [3].

Group 1 - A total of 7 A-share companies announced related to private placement on August 28, with 1 company disclosing a private placement plan, 3 plans approved by the shareholders' meeting, 1 plan approved by the CSRC, and 2 plans halted [1] - The highest proposed fundraising amount is from Hongjing Technology, aiming to raise no more than 1.354 billion yuan [2] - This year, 91 companies have announced completed private placement plans, with 40 companies raising over 1 billion yuan [3] Group 2 - The companies with the highest fundraising amounts include Bank of China, Postal Savings Bank, and Bank of Communications, raising 165 billion yuan, 130 billion yuan, and 120 billion yuan respectively [3] - Specific details of the private placements include the number of shares to be issued and the intended use of funds, such as project financing and supplementing working capital [2]

General Provisions - The guidelines for the General Manager's work are established to regulate the management and operational responsibilities of the General Manager, enhance leadership functions, and improve organizational efficiency [1][2] - The General Manager is appointed by the Board of Directors and is responsible for the daily operations and management of the company, implementing board resolutions, and reporting to the board [1][2] Responsibilities of the General Manager - The General Manager has the authority to manage production and operations, implement annual business plans, and propose internal management structures [2][3] - The General Manager is responsible for drafting basic management systems, specific regulations, and proposing the hiring or dismissal of senior management [2][3] - The General Manager can make decisions on investments, asset disposals, and major borrowing within specified limits, such as a single transaction not exceeding 10% of the latest audited net assets [2][3] General Manager's Office Meeting System - The General Manager's office meeting is a key decision-making format for the company's management, where significant operational matters are discussed [3][4] - Meetings are attended by the General Manager, Deputy General Managers, financial heads, and department heads, with the Secretary of the Board allowed to attend [3][4] - The meetings are held at least once a month, with the agenda proposed by relevant senior management and documented by a designated recorder [4][5] Reporting System - The General Manager is required to report to the Board of Directors on matters such as external investments, major contracts, financial execution, and profit and loss situations [6][7] - Reports must be timely and truthful, ensuring compliance with the company's regulations and guidelines [7] Supplementary Provisions - The General Manager's authority in financial asset management, major contracts, and related transactions must adhere to the company's articles of association and relevant regulations [7] - The interpretation and amendment of these guidelines are under the authority of the Board of Directors, and these guidelines serve as a supplementary document to the company's articles of association [7]

Core Points - The document outlines the management system for shares held by directors and senior management of Shanghai Yashi Investment Development Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] Summary by Sections General Principles - The system is established to regulate the management of shares held by directors and senior management in accordance with the Company Law and Securities Law of the People's Republic of China [1] - It applies to all shares held by directors and senior management, including those held in multiple accounts [1] Share Declaration - Directors and senior management must declare their shareholdings and any changes within specified timeframes, including upon new appointments and changes in personal information [5][6] - The company is responsible for ensuring the accuracy and timeliness of these declarations [6][7] Share Lock-up - Shares held by directors and senior management will be locked upon declaration, with specific conditions for transfer during events like public offerings or equity incentive plans [8][9] - Upon resignation, shares will be locked for six months, after which they will be automatically unlocked [12][13] Share Trading - Directors and senior management must notify the board secretary before trading shares and are prohibited from trading under certain conditions, such as during specific reporting periods [14][15] - There are restrictions on the percentage of shares that can be transferred annually, with specific rules for shares acquired through inheritance or legal division [17][19] Information Disclosure - Plans for share reduction must be reported to the stock exchange 15 trading days in advance, detailing the number of shares, method, and reasons for reduction [21][22] - Any changes in shareholdings must be reported within two trading days [24] Responsibilities - The chairman is the primary responsible person for managing shareholdings, while the board secretary oversees compliance and reporting [28][29] - Violations of the regulations may result in legal consequences and internal disciplinary actions [30] Supplementary Provisions - The system will be executed in accordance with national laws and regulations, and any conflicts with future regulations will be resolved in favor of the latter [31][32] - The system becomes effective upon approval by the board of directors, replacing the previous management system [33]

Core Points - The document outlines the working rules for the secretary of the board of directors of Shanghai Yashi Investment Development Co., Ltd, aiming to standardize the secretary's behavior and protect investors' rights [1] - The secretary is a senior management position responsible for the company and the board, with specific qualifications and duties defined [2][4] Group 1: Responsibilities and Qualifications - The board secretary must possess necessary financial, management, and legal knowledge, along with good professional ethics [4] - The main responsibilities include managing information disclosure, investor relations, organizing board meetings, and ensuring compliance with regulations [8] - The company must provide necessary conditions for the board secretary to perform their duties effectively [4] Group 2: Appointment and Dismissal - The board secretary is nominated by the chairman and appointed by the board, with specific conditions under which they can be dismissed [3][10] - In case of dismissal, the company must report the reasons to the Shanghai Stock Exchange [10] - The company is required to appoint a new board secretary within three months of a vacancy [14]

General Principles - The rules aim to enhance the efficiency and scientific decision-making of the board of directors of Shanghai Yashi Investment Development Co., Ltd. [1] - The rules are established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] Composition and Powers of the Board - The board consists of 9 directors, including 3 independent directors, with at least one being a professional accountant [2] - The board has the authority to convene shareholder meetings, execute resolutions, and decide on the company's operational plans and investment proposals [2][3] Board Meetings - The board meetings are categorized into regular and temporary meetings, with at least two regular meetings held annually [5] - A temporary meeting must be convened under specific circumstances, such as a proposal from shareholders holding more than 10% of voting rights [6] Meeting Procedures - The chairman of the board is responsible for convening and presiding over meetings, with the vice-chairman assisting [7] - Meeting notifications must be sent out in advance, with specific content requirements including time, location, and agenda [8][9] Voting and Resolutions - A quorum requires more than half of the directors to be present for the meeting to proceed [9] - Decisions are made based on a majority vote, with specific rules for abstentions and conflicts of interest [13][14] Record Keeping and Disclosure - The board must maintain accurate records of meetings, including attendance, agenda, and voting results [31][32] - The board secretary is responsible for ensuring compliance with disclosure requirements as per laws and company regulations [35] Amendments and Implementation - The rules are subject to approval by the shareholders' meeting and can be amended accordingly [38][39] - The rules take effect upon approval and replace any previous regulations [42]

Group 1 - The company establishes an Audit Committee to enhance internal control capabilities and improve internal control procedures [1][2] - The Audit Committee is composed of three directors who are not senior management and must include a majority of independent directors, with at least one accounting professional [6][8] - The Audit Committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [14][16] Group 2 - The company sets up a Strategic Development Committee to ensure the scientific nature of strategic planning and enhance sustainable development capabilities [21][22] - The Strategic Development Committee is responsible for researching and proposing long-term development strategies and major strategic investments [23][25] - The committee's decisions must comply with the company's articles of association and relevant laws, and any violations render the decisions invalid [21][24] Group 3 - The company forms a Compensation and Assessment Committee to establish a performance evaluation system for senior management and manage compensation schemes [33][34] - The Compensation Committee consists of three directors, with a majority being independent directors, and is responsible for evaluating performance indicators for senior management [34][35] - The committee's resolutions must adhere to the company's articles of association and relevant laws, with invalid decisions subject to challenge within 60 days [33][34]

General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws and regulations [1][3] - The company was established as a joint-stock company in March 2015, with a registered capital of RMB 206,383,053 [2][3] Company Structure and Operations - The company was approved by the China Securities Regulatory Commission (CSRC) for its initial public offering of 33 million shares on December 8, 2017, and was listed on the Shanghai Stock Exchange on December 29, 2017 [2] - The company is located in the China (Shanghai) Pilot Free Trade Zone, with its registered address at 855 South Pudong Road, Room 33H, Shanghai [2] Share Issuance and Capital Structure - The company's shares are issued in the form of stocks, with all shares having equal rights [5][6] - The total number of shares issued by the company is 206,383,053, and the share structure consists of common stock [6][7] Shareholder Rights and Obligations - Shareholders have the right to receive dividends and participate in decision-making processes, including voting on significant corporate matters [12][20] - Shareholders holding more than 3% of the company's shares for over 180 days have the right to inspect the company's accounting books [13][16] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [44][46] - Shareholder meetings require a quorum and must follow legal and regulatory requirements for decision-making [34][36] Financial Assistance and Share Repurchase - The company may provide financial assistance for acquiring its shares under certain conditions, with limitations on the total amount [7][9] - The company can repurchase its shares under specific circumstances, such as capital reduction or employee stock plans [24][25] Corporate Governance - The company has established a board of directors responsible for overseeing management and ensuring compliance with laws and regulations [18][19] - The board must act in the best interests of the company and its shareholders, maintaining transparency and accountability [17][18]

Core Points - The document outlines the working rules for independent director special meetings at Shanghai Yashi Investment Development Co., Ltd, aiming to enhance decision-making, supervision, and consultation roles of independent directors [1][2] - Independent directors are required to act in good faith and diligence, ensuring the protection of minority shareholders' rights [2] Chapter 1: General Principles - The purpose of the independent director special meeting is to improve the internal control system and corporate governance structure of the company [1] - Independent directors are defined as those who do not hold other positions within the company and have no direct or indirect interests that could affect their independent judgment [1] Chapter 2: Responsibilities and Authority - Certain matters must be reviewed by the independent director special meeting and require a majority agreement before being submitted to the board [2] - Special powers of independent directors include hiring intermediaries for audits or consultations and proposing the convening of temporary shareholder meetings [2][3] Chapter 3: Meeting Rules - The company is required to hold regular or irregular independent director special meetings, with notifications provided in advance [3] - Meetings should ideally be held in person, but can also be conducted via video or phone if necessary [4] - Independent directors must attend meetings personally or delegate their voting rights to another independent director with proper authorization [4] Chapter 4: Documentation and Confidentiality - Meeting records must be accurate and reflect the opinions of attendees, and these records should be kept for at least ten years [5][6] - Independent directors are obligated to maintain confidentiality regarding meeting discussions and decisions [5] Additional Provisions - Any matters not covered by these rules will be governed by relevant national laws and regulations [8] - The board of directors holds the authority to interpret these working rules [8]

General Principles - The purpose of the independent director system is to improve the corporate governance structure of Shanghai Yashi Investment Development Co., Ltd., promote standardized operations, and protect the legitimate rights and interests of all shareholders [1][2] - The board of directors must have at least three independent directors, accounting for more than one-third of the total members [1][2] Responsibilities and Duties - Independent directors owe a duty of loyalty and diligence to the company and all shareholders, and must perform their duties independently without influence from the company or its major shareholders [2][3] - Independent directors are responsible for participating in decision-making, supervising conflicts of interest, and providing professional advice to enhance the board's decision-making quality [20][21] Qualifications and Independence - Independent directors must meet specific qualifications, including independence, relevant knowledge of listed company operations, and at least five years of relevant work experience [3][4] - Independent directors must maintain their independence and cannot be affiliated with the company or its major shareholders [4][5] Nomination and Election - The board of directors or shareholders holding more than 1% of shares can propose candidates for independent directors, who are then elected by the shareholders' meeting [10][11] - The nomination process requires the consent of the proposed candidates and a thorough review of their qualifications by the nomination committee [11][12] Term and Replacement - Independent directors serve the same term as other directors, with a maximum consecutive term of six years [16][17] - If an independent director fails to attend board meetings consecutively, the board may propose to remove them from their position [17][18] Rights and Powers - Independent directors have the right to independently hire intermediaries for audits or consultations, propose meetings, and publicly solicit shareholder opinions [21][22] - They must provide clear and detailed independent opinions on significant matters, including potential risks and impacts on the company and minority shareholders [22][23] Communication and Reporting - Independent directors are required to communicate regularly with the board and management, and they must submit annual reports detailing their activities and interactions with shareholders [32][34] - The company must ensure that independent directors have access to necessary information and resources to perform their duties effectively [38][39] Support and Compensation - The company is responsible for providing necessary working conditions and support for independent directors, including access to information and resources [37][38] - Independent directors are entitled to compensation that reflects their responsibilities, which must be approved by the board and disclosed in the annual report [42][43]