证券代码：603729 证券简称：龙韵股份 公告编号：临 2025-037 上海龙韵文创科技集团股份有限公司 经参加会议董事认真审议并经记名投票方式表决，做出如下决议： （一）审议通过《关于公司向银行申请授信额度的议案》 会议同意公司拟向宁波通商银行股份有限公司上海分行申请不超过人民币 伍仟万元整的综合授信，额度可循环，授信方案有效期 1 年，授信品种为流动资 金贷款，并以本公司的应收账款质押作为上述授信业务的担保。具体融资金额将 视公司生产经营的实际需求确定，且授信额度最终以银行实际审批的金额为准。 董事会授权公司管理层全权办理授信事宜。 第六届董事会第十九次会议决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 一、董事会会议召开情况 上海龙韵文创科技集团股份有限公司（以下简称"公司"）第六届董事会第 十九次会议（以下简称"会议"）于 2025 年 9 月 8 日在公司（上海浦东民生路 118 号滨江万科中心 16 层）会议室以现场和通讯相结合的方式召开。 应到董事 5 人，实到董事 5 人，公司部分监事、高管人员列 ...

Group 1 - The company Longyun Co., Ltd. (SH 603729) announced a board meeting on September 8, 2025, to discuss a proposal for credit line application from banks [1] - For the year 2024, the revenue composition of Longyun Co., Ltd. is as follows: advertising industry accounts for 98.64%, liquor industry for 1.26%, and leasing for 0.1% [1] - As of the report date, the market capitalization of Longyun Co., Ltd. is 1.6 billion yuan [1]

Group 1 - The core viewpoint of the news highlights the financial performance and stock activity of Longyun Co., Ltd. as of August 25, 2025, indicating a decline in net profit despite revenue growth [1] - Longyun Co., Ltd. reported total operating revenue of 256 million yuan, a year-on-year increase of 23.99%, while net profit attributable to shareholders decreased by 81.26% to 14.695 million yuan [1] - The company's liquidity ratios are reported as a current ratio of 0.906 and a quick ratio of 0.815, with a debt-to-asset ratio of 49.31% [1] Group 2 - Longyun Co., Ltd. has made investments in 17 enterprises and participated in 25 bidding projects, indicating active engagement in business expansion [2] - The company holds 3 trademark registrations and 1 patent, along with 2 administrative licenses, reflecting its intellectual property portfolio [2]

Core Viewpoint - Longyun Co., Ltd. (603729) reported mixed financial results for the first half of 2025, with revenue growth but significant losses in net profit and declining profitability metrics [1][3]. Financial Performance - Total revenue reached 256 million yuan, a year-on-year increase of 23.99% [1] - Net profit attributable to shareholders was -14.695 million yuan, a decline of 81.26% year-on-year [1] - Gross margin decreased to 7.11%, down 54.32% compared to the previous year [1] - Net margin was -5.85%, a decrease of 44.48% year-on-year [1] - Operating cash flow per share was -0.11 yuan, a significant decline of 621.89% [1] Cost and Expense Analysis - Total selling, administrative, and financial expenses amounted to 25.6511 million yuan, accounting for 10.02% of revenue, down 37.22% year-on-year [1] - Sales expenses decreased by 32.99% due to business adjustments [3] - Management expenses fell by 24.51% as a result of reduced personnel costs and operational expenses [3] - Financial expenses increased by 13.93% due to higher bank loan interest [3] Balance Sheet Insights - Current ratio stood at 0.91, indicating rising short-term debt pressure [1][5] - Cash and cash equivalents decreased by 72.51% to 7.9372 million yuan, primarily due to payments for business expenses [3] - Accounts receivable increased by 14.92% to 220 million yuan [1] Investment Returns - The company's return on invested capital (ROIC) was 2.87%, indicating weak capital returns [4] - Historical data shows a median ROIC of 4.09% since listing, with a notably poor ROIC of -24.89% in 2022 [4] Market Position and Fund Holdings - The primary fund holding Longyun Co., Ltd. shares is CITIC Prudential Anxin Return Bond A, with 115,000 shares held [5]

Group 1 - The sixth meeting of the supervisory board of Shanghai Longyun Cultural Technology Group Co., Ltd. was held on August 22, 2025, with all three supervisors present [1][2] - The supervisory board approved the 2025 semi-annual report, confirming that the report's preparation and review procedures complied with relevant laws and regulations, and accurately reflected the company's operational management and financial status [1][2] - The supervisory board voted unanimously (3 votes in favor, 0 against, 0 abstentions) on several key proposals, including the cancellation of the supervisory board and the abolition of the "Supervisory Board Meeting Rules" [2][3] Group 2 - The company proposed to revise its articles of association in accordance with the latest regulations from the China Securities Regulatory Commission, with the proposal also requiring approval from the shareholders' meeting [2] - A total of 14 governance system revisions were proposed based on the updated stock listing rules and self-regulatory guidelines, with full details disclosed on the Shanghai Stock Exchange website [2][3]

Group 1 - The company Shanghai Longyun Cultural Technology Group Co., Ltd. is holding its second extraordinary general meeting of shareholders in 2025 on September 12, 2025, at 13:30 [1][3] - The meeting will take place at Zhangjiang Microelectronics Port, Building 6, 690 Bipol Road, Pudong New District, Shanghai [1] - Shareholders can vote through the Shanghai Stock Exchange's online voting system, with voting available from 9:15 to 15:00 on the day of the meeting [1][2] Group 2 - The meeting will include non-cumulative voting proposals that have been approved by the company's board and supervisory board [2] - There are no related shareholders that need to abstain from voting [2] - Shareholders must register to attend the meeting, with specific requirements for both individual and corporate shareholders [4][5] Group 3 - Shareholders holding multiple accounts can vote through any of their accounts, but the first voting result will be considered final for each category of shares [4] - The company encourages shareholders to prioritize online voting for participation in the meeting [5][6] - The company has provided a proxy authorization form for shareholders who wish to delegate their voting rights [6]

Group 1 - The company has decided to abolish the supervisory board, transferring its powers to the audit committee of the board of directors [1][2] - The current members of the supervisory board will continue to perform their duties until the shareholders' meeting approves the cancellation [1] - The company has revised its articles of association to reflect the removal of the supervisory board and to include new sections on controlling shareholders and actual controllers [2][12] Group 2 - The main revisions to the articles of association include the deletion of the supervisory board section, the addition of a section on controlling shareholders, and the renaming of "shareholders' meeting" to "shareholders' assembly" [2][12] - The revised articles specify that the legal representative of the company will be the chairman, and the responsibilities of the supervisory board will now be handled by the audit committee [3][4] - The company has updated its governance systems, with 14 governance documents approved by the board, of which the first six require shareholder approval [38]

Core Points - The company aims to enhance communication with investors and potential investors, establishing a platform for effective interaction and protecting their rights [1][2] - The investor relations management is a strategic behavior to maximize overall company benefits and protect investors' legal rights through information disclosure and communication [1][2] - The management of investor relations should adhere to principles of fairness, transparency, and equal treatment of all investors [2][3] Group 1: Objectives of Investor Relations Management - Establish a two-way communication channel between the company and investors to foster understanding and support [2] - Build a stable and high-quality investor base for long-term market support [2] - Promote the concept of serving and respecting investors [2] - Achieve the organic unity of maximizing overall company benefits and shareholder interests [2] - Increase transparency through comprehensive information disclosure and improve corporate governance [2] Group 2: Principles of Investor Relations Management - Full disclosure of information, including proactive disclosure of relevant information beyond mandatory requirements [5] - Compliance with laws and regulations regarding information disclosure, ensuring accuracy and timeliness [5] - Equal opportunity for all investors, avoiding selective disclosure [5] - Honesty and integrity in communications, avoiding misleading information [5] - Efficiency and cost-effectiveness in communication methods [5] - Interactive communication to gather investor feedback and foster a positive relationship [5] Group 3: Content and Methods of Investor Relations Management - The company will communicate its development strategy, legal disclosures, operational information, and significant events to investors [4][5] - Communication methods include regular reports, analyst meetings, and various other channels such as emails and phone consultations [6][7] - The company will maintain a dedicated investor consultation line and ensure proper reception for visiting investors [8][9] Group 4: Organization and Implementation of Investor Relations Management - The chairman of the board is the primary responsible person for investor relations management, with the board overseeing the implementation [6][7] - The investor relations department is tasked with timely information disclosure, organizing meetings, and maintaining communication with investors [7][8] - The company will provide training for employees involved in investor relations to ensure they are well-informed and capable of effective communication [10]

Core Points - The article outlines the information disclosure management system of Shanghai Longyun Cultural Technology Group Co., Ltd, emphasizing the importance of accurate, timely, and truthful information disclosure to protect the rights of stakeholders [2][3][4]. Group 1: General Principles of Information Disclosure - Information disclosure is a continuous responsibility of the company, requiring adherence to legal and regulatory standards [3]. - The principles of disclosure include truthfulness, accuracy, completeness, and timeliness, ensuring that all information is based on objective facts and is easily understandable [4][5]. - The company must treat all shareholders fairly, ensuring equal access to information without private disclosures to select individuals [4][5]. Group 2: Disclosure Procedures - The company must establish a dedicated department for managing information disclosure, led by the board secretary, who oversees compliance and execution of disclosure obligations [6][20]. - Regular reports must be reviewed and approved by the board of directors before disclosure, ensuring accountability and accuracy [5][6]. - The company is required to disclose significant events that may impact stock prices immediately, detailing the event's cause and potential effects [25][14]. Group 3: Types of Reports - The company must prepare and disclose periodic reports, including annual, semi-annual, and quarterly reports, within specified timeframes [16][18]. - Temporary reports must be issued for significant events, including major transactions, legal issues, or changes in management, ensuring stakeholders are informed promptly [19][12]. Group 4: Confidentiality and Insider Information - The company must implement measures to control the dissemination of insider information, limiting knowledge to a minimum number of individuals [22][42]. - Any leaks or potential leaks of undisclosed information must be addressed immediately, with corrective disclosures made as necessary [22][46]. Group 5: Responsibilities and Accountability - The board of directors holds ultimate responsibility for the accuracy and completeness of disclosed information, with individual members liable for misleading statements or omissions [18][19]. - The audit committee is tasked with overseeing the disclosure process, ensuring compliance with legal standards and internal policies [18][19].

Core Points - The article outlines the establishment and operational guidelines of the Audit Committee of Shanghai Longyun Cultural Technology Group Co., Ltd, aimed at enhancing corporate governance and internal supervision [1][2][3] Group 1: General Provisions - The Audit Committee is a specialized body under the Board of Directors, responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [2][3] - The committee consists of at least three directors who are not senior management, with a majority being independent directors, including at least one with professional accounting qualifications [3][4] Group 2: Responsibilities and Authority - The main responsibilities of the Audit Committee include supervising internal audits, evaluating external audits, reviewing financial disclosures, and ensuring compliance with laws and regulations [8][9] - The committee must approve certain matters, such as financial report disclosures and the hiring or dismissal of external auditors, before submission to the Board [9][10] Group 3: Internal and External Audit Oversight - The Audit Committee is tasked with overseeing the work of external auditors, ensuring they adhere to professional standards and internal controls [6][7] - Internal audit institutions must report to the Audit Committee, which guides and supervises their operations and evaluates their effectiveness [13][14] Group 4: Meeting Procedures - The Audit Committee is required to hold at least four meetings annually, with additional meetings as necessary, and decisions require a majority vote [24][25] - Meeting records must be maintained for at least ten years, and all members are obligated to keep discussions confidential [30][31] Group 5: Annual Reporting - At the end of each fiscal year, the Audit Committee collaborates with external auditors to schedule audit work and reviews financial statements before the auditors' arrival [33][34] - The committee must submit its evaluations of the auditors and recommendations for their reappointment or replacement to the Board [35][36]