Core Viewpoint - The document outlines the fundraising management system of Shanghai Longyun Cultural Technology Group Co., Ltd, emphasizing the importance of compliance with relevant laws and regulations to ensure the safety and proper use of raised funds, thereby protecting investors' rights. Group 1: Fundraising Management - The company establishes a fundraising management system to regulate the storage, use, and management of raised funds, ensuring safety and compliance with laws such as the Company Law and Securities Law [1][2]. - Funds raised through public offerings must be used for specific projects as stated in the issuance application documents, with any changes requiring shareholder approval and proper disclosure [2][3]. - The board of directors is responsible for creating detailed plans for the use of raised funds, ensuring transparency and compliance in their implementation [2][3]. Group 2: Fund Storage - Raised funds must be stored in dedicated accounts as decided by the board, and cannot be mixed with other funds or used for non-designated purposes [3][4]. - The company must sign a tripartite supervision agreement with the sponsor and the bank holding the funds within one month of the funds being received [3][4]. Group 3: Fund Usage - The company must use raised funds according to the investment plans outlined in the issuance documents, and any significant deviations must be reported to the Shanghai Stock Exchange [13][14]. - Funds should primarily be used for core business operations, and the company is prohibited from using them for financial investments or providing benefits to related parties [14][15]. Group 4: Fund Project Changes - Any changes to the fundraising projects must be approved by the board and shareholders, with independent directors and sponsors providing clear consent [34][35]. - The company must conduct feasibility analyses for any new projects and ensure that they align with the main business operations [35][36]. Group 5: Fund Management and Supervision - The company is required to regularly check the usage of raised funds and report discrepancies in the investment progress [40][41]. - Independent directors and the audit committee must monitor the management and usage of funds, and can engage external auditors for verification [41][42].

General Principles - The purpose of the system is to promote the standardized operation of Shanghai Longyun Cultural Technology Group Co., Ltd. and to enhance the management and supervision of the board secretary's work [1] - The system is binding on the company's board secretary and securities affairs representative [1] Appointment of Board Secretary - The company appoints one board secretary responsible for preparing documents for shareholder and board meetings, managing shareholder information, and handling information disclosure matters [2] - The board secretary must possess necessary financial, management, and legal knowledge, along with good professional ethics [2] - Certain individuals are prohibited from serving as board secretary, including those who have faced administrative penalties from the China Securities Regulatory Commission in the last three years [2] Duties and Responsibilities - The board secretary must prepare and submit documents for board and shareholder meetings and attend these meetings to take minutes [3][4] - The board secretary is responsible for managing information disclosure, including publishing company information and ensuring compliance with disclosure regulations [4] - The board secretary assists in strengthening corporate governance mechanisms and managing investor relations [4][5] Confidentiality and Transition - A confidentiality agreement must be signed with the board secretary, ensuring ongoing confidentiality obligations [3] - In the event of a vacancy, the board must appoint a temporary secretary and fill the position within three months [3] Compliance and Support - The company must provide necessary conditions for the board secretary to perform their duties, including access to financial and operational information [5] - The board secretary has the right to participate in relevant meetings and request necessary documents from the company [5]

Core Points - The document outlines the related party transaction system of Shanghai Longyun Cultural Technology Group Co., Ltd, ensuring fairness, justice, and transparency in transactions with related parties [1][2] - The system is established in accordance with the Company Law of the People's Republic of China and aims to protect the legitimate rights and interests of the company and non-related shareholders [1][2] Group 1: Related Parties and Relationships - Related parties include both legal entities and natural persons that have a significant influence or control over the company [3][4] - Legal entities are considered related if they directly or indirectly control the company or hold more than 5% of its shares [4][5] - Natural persons are considered related if they hold more than 5% of the company's shares, are directors or senior management, or are closely related family members of such individuals [5][6] Group 2: Related Transactions - Related transactions involve the transfer of resources or obligations between the company and its related parties, including asset purchases, investments, and financial assistance [6][7] - The pricing of related transactions must be fair and should not deviate from market prices set by independent third parties [6][8] Group 3: Decision-Making Procedures - The company must take necessary measures to avoid conflicts of interest during the decision-making process for related transactions [9][10] - Related directors must abstain from voting on matters related to transactions in which they have a conflict of interest [9][10] - Transactions exceeding certain monetary thresholds require approval from the board of directors or shareholders, with independent directors providing separate opinions [10][11] Group 4: Documentation and Compliance - All related transactions must be documented with written contracts that specify the terms and conditions [12][13] - The company is required to maintain records of decision-making processes and resolutions related to related transactions for a period of ten years [12][13]

Core Viewpoint - The report highlights the financial performance and operational strategies of Shanghai LongYun Cultural Creation & Technology Group Co., Ltd. for the first half of 2025, indicating a significant increase in revenue but a net loss, alongside a focus on digital marketing and content creation services in a challenging economic environment [1][3]. Financial Performance - The company's revenue for the first half of 2025 reached approximately 255.92 million RMB, representing a year-on-year increase of 23.99% compared to 206.40 million RMB in the same period of 2024 [2][4]. - The total profit for the period was a loss of approximately 13.30 million RMB, compared to a loss of about 9.62 million RMB in the previous year [2][4]. - The net profit attributable to shareholders was approximately -14.69 million RMB, compared to -8.11 million RMB in the same period last year [2][4]. - The company's total assets increased by 1.17% to approximately 695.12 million RMB from 687.06 million RMB at the end of the previous year [2][4]. Business Overview - The company operates in digital marketing, advertising media agency, and liquor sales, focusing on providing comprehensive marketing services that include market research, brand management, creative design, and advertising execution [3][5]. - The digital marketing services are aimed at enhancing customer engagement through integrated marketing strategies, leveraging both traditional and digital media channels [5][6]. - The liquor sales segment includes the national distribution of "Diao Yu Tai" liquor products, specifically the "Yu Bi Qi Fu" and "Yu Bi Wan Xiang" sub-brands [3][5]. Industry Context - The global economic landscape is characterized by volatility and uncertainty, with the International Monetary Fund (IMF) lowering its global growth forecast from 3.3% to 2.8% for 2025, impacting consumer demand and business strategies [3][6]. - In China, the fast-moving consumer goods market showed a 4.2% year-on-year growth in the first quarter of 2025, indicating a resilient market despite challenges such as increased competition and complex external environments [3][6]. - Companies are increasingly adopting a "stabilization" strategy, with 61.3% of businesses focusing on maintaining operations while 46.4% aim to increase profits, reflecting a dual approach to navigating market uncertainties [3][6]. Strategic Focus - The company emphasizes a strategy of "digital-driven, content innovation, and resource integration" to adapt to external economic changes and industry competition [5][6]. - There is a strong focus on enhancing service quality for existing clients and expanding the client base to ensure sustainable growth in brand marketing services [5][6]. - The integration of data analytics and digital technologies is seen as a key competitive advantage, enabling the company to optimize marketing strategies and improve operational efficiency [6][7].

Core Viewpoint - Shanghai Longyun Cultural Technology Group Co., Ltd. reported a significant increase in operating revenue for the first half of 2025, but also experienced substantial losses in net profit and total profit [1]. Financial Summary - Total assets at the end of the reporting period amounted to CNY 695.12 million, reflecting a 1.17% increase compared to the previous year [1]. - Operating revenue reached CNY 255.92 million, representing a 23.99% increase year-on-year [1]. - Total profit for the period was a loss of CNY 13.30 million, compared to a loss of CNY 9.62 million in the same period last year [1]. - Net profit attributable to shareholders was a loss of CNY 14.69 million, worsening from a loss of CNY 8.11 million year-on-year [1]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was a loss of CNY 17.25 million, compared to a loss of CNY 8.27 million in the previous year [1]. - The net cash flow from operating activities was a negative CNY 10.26 million, compared to a negative CNY 1.42 million in the same period last year [1]. - The weighted average return on net assets decreased to -4.04%, down from -2.26%, a decline of 1.78 percentage points [1]. - Basic and diluted earnings per share were both reported at -CNY 0.16, compared to -CNY 0.09 in the previous year [1]. Shareholder Information - As of the end of the reporting period, the total number of shareholders was 19,229 [2]. - The largest shareholder, Duan Peizhang, holds 24.74% of the shares, amounting to 23,094,300 shares, with 12,900,000 shares pledged [2]. - Other significant shareholders include Fang Xiaoqin (5.08%), Duan Zhirui (4.17%), and various investment funds [2]. - Relationships among major shareholders include familial ties, such as between Duan Peizhang and Fang Xiaoqin, and between Xu Long and Duan Zhirui [2].

Group 1 - The board of directors of Shanghai Longyun Cultural Technology Group Co., Ltd. held its 18th meeting of the 6th board on August 22, 2025, with all 5 directors present, complying with legal and regulatory requirements [1] - The board approved the 2025 semi-annual report, confirming that the report accurately reflects the company's operational status for the first half of 2025 without any false statements or omissions [2] - The board agreed to cancel the supervisory board and transfer its responsibilities to the audit committee, pending approval from the shareholders' meeting [2][3] Group 2 - The board approved amendments to the company's articles of association in accordance with the updated regulations from the Shanghai Stock Exchange [2][3] - The board also approved the revision of 14 governance documents to enhance the company's governance standards, with the first 6 items requiring shareholder approval [3] - A proposal was made to convene the second extraordinary shareholders' meeting of 2025, combining on-site and online voting methods to discuss the aforementioned proposals [3]

格隆汇8月22日丨龙韵股份(603729.SH)公布中报，2025上半年实现营业总收入2.56亿元，同比增长 23.99%；归属母公司股东净利润-1469.5万元，较上年同期亏损增加658.79万元；基本每股收益为-0.16 元。 ...

上海龙韵文创科技集团股份有限公司 章 程 （2025 年 8 月修订） 目 录 第一章 总则 第二章 经营宗旨和范围 第三章 股份 第四章 股东和股东会 第五章 董事会 第六章 高级管理人员 第七章 财务会计制度、利润分配和审计 第八章 通知与公告 第九章 合并、分立、增资、减资、解散和清算 第一节 合并、分立、增资和减资 第二节 解散和清算 第十章 修改章程 第十一章 附则 1 第一节 股份发行 第二节 股份增减和回购 第三节 股份转让 第一节 股东 第二节 控股股东和实际控制人 第三节 股东会的一般规定 第四节 股东会的召集 第五节 股东会的提案与通知 第六节 股东会的召开 第七节 股东会的表决和决议 第一节 董事 第二节 独立董事 第三节 董事会 第四节 董事会专门委员会 第一节 财务会计制度 第二节 内部审计 第三节 会计师事务所的聘任 第一节 通知 第二节 公告 第一章 总则 第一条 为维护上海龙韵文创科技集团股份有限公司（以下简称"公司"）、 股东、职工和债权人的合法权益,规范公司的组织和行为,根据《中华人民共和国 公司法》（以下简称《公司法》）、《中华人民共和国证券法》（以下简称《证券法》） 和 ...

上海龙韵文创科技集团股份有限公司 董事会议事规则 第一章 总则 第一条 为确保董事会的工作职责和科学决策，明确董事会的职责权限，规范 董事会内部机构及运作程序，充分发挥董事会的经营决策中心作用，上海龙韵文创 科技集团股份有限公司（以下简称"公司"）依据《公司法》等法律、法规和公司 章程的规定，特制定本议事规则。 第二条 董事会是公司的常设机构，是公司的经营决策和业务领导机构，是股 东会决议的执行机构，对股东会负责，由股东会选举产生，依照公司章程的规定行 使职权。 第二章 董事职责 第三条 公司董事为自然人，董事无需持有公司股份。公司董事包括独立董事。 第四条 《公司法》第一百四十六条规定的情形以及被中国证监会确定为市场 禁入者，并且禁入尚未解除的人员，不得担任公司的董事。 第五条 董事由股东会选举或更换，任期三年。董事任期届满，可连选连任。 董事在任期届满以前，股东会不得无故解除其职务。 董事任期从股东会决议通过之日起计算，至本届董事会任期届满时为止。 第六条 公司董事享有如下职权： （一）对公司的经营管理情况享有知情权，建议权或质询权； （九）法律、行政法规、公司章程或本规则规定的其他职权。 第七条 董事应 ...

上海龙韵文创科技集团股份有限公司 股东会议事规则 第一章 总则 第一条 目的与依据 为维护上海龙韵文创科技集团股份有限公司(以下简称"公司")全体股东的 合法权益，保证股东会正常召开，履行其最高权力机构的职能，保障股东会及决 议、程序的合法性，根据《公司法》、《证券法》等法律、法规和《公司章程》的 规定，制定本议事规则。 第二条 效力 本规则自生效之日起，即成为规范公司股东会的组织与行为，规范公司股东 权利与义务的具有法律约束力的文件。 第三条 股份托管 公司依法在证券登记公司办理股份存管，公司将根据与证券登记公司签订的 股份保管协议，定期查询主要股东资料，及时掌握公司的股权结构。 第四条 股东名册 公司依据证券登记公司提供的凭证建立股东名册，股东名册是证明股东持有 公司股份的充分证据。股东按其所持有股份的种类享有权利、承担义务；持有同 一种类股份的股东，享有同等权利，承担同种义务。 股东资料的查询工作由公司的董事会秘书负责。 第五条 股权登记日 公司召开股东会、分配股利、清算及从事其他需要确认股东身份的行为时， 由董事会或股东会召集人确定股权登记日，股权登记日结束时登记在册的股东为 享有相关权益的股东。 1 ...