Core Viewpoint - The document outlines the external investment management system of Sanrenxing Media Group Co., Ltd., aiming to standardize investment behaviors, mitigate risks, enhance investment efficiency, and protect the interests of the company and its investors [1][2]. Summary by Sections General Principles - The external investment refers to the company's actions to invest resources such as cash, physical assets, and intangible assets in other organizations or individuals to expand operations or implement new product strategies for long-term gains [1]. - Basic principles for external investment include alignment with the company's development strategy, rational resource allocation, and the creation of good economic benefits [1]. Approval Authority for External Investments - Investments requiring government approval must follow necessary procedures to ensure compliance with national macroeconomic policies [2]. - The approval authority for external investments is categorized into three levels: - Investments meeting certain thresholds must be approved by the shareholders' meeting [2]. - Investments above specified amounts require board approval [3]. - Investments below board thresholds can be decided by the chairman [3]. Organizational Structure for Investment Management - The shareholders' meeting, board of directors, and chairman are the decision-making bodies for external investments [8]. - The board's strategic committee is responsible for coordinating and analyzing investment projects [5]. - The general manager's office is tasked with gathering investment information and conducting comprehensive analyses of potential projects [5]. Decision-Making and Asset Management - External investments are classified into short-term and long-term investments, with specific procedures outlined for each type [6][21]. - Short-term investments include assets that can be liquidated within a year, while long-term investments are those that cannot be easily converted to cash [6]. - The company must conduct feasibility studies and obtain necessary approvals before proceeding with long-term investments [22]. Financial Management and Auditing - The finance department is responsible for maintaining detailed accounting records for each investment project [34]. - Regular audits and evaluations of investment projects are mandated to ensure compliance and protect company interests [41][42]. Miscellaneous Provisions - The investment management system will be effective upon approval by the shareholders' meeting and will be revised as necessary to comply with national laws and regulations [43][44].

Core Points - The article outlines the rules and regulations governing the board of directors of Sanrenxing Media Group Co., Ltd, emphasizing the importance of structured decision-making and compliance with relevant laws and regulations [2][4][10] Group 1: Board Structure and Responsibilities - The board of directors is a permanent institution responsible for the company's operational decisions and is accountable to the shareholders [4][5] - The board consists of 7 to 9 members, including one employee representative elected by the staff [5][6] - The board has various powers, including convening shareholder meetings, executing resolutions, determining operational plans, and managing financial matters [6][7] Group 2: Committees and Their Functions - The board is required to establish specialized committees, including strategy, nomination, audit, and remuneration committees, to enhance governance [18][19] - Each committee must have a majority of independent directors and is responsible for specific tasks such as evaluating long-term strategies and overseeing financial audits [19][20] - The audit committee, composed of independent directors, is tasked with reviewing financial information and supervising internal controls [17][18] Group 3: Meeting Procedures - Board meetings can be regular or temporary, with specific notice requirements for each type [42][46] - A quorum of more than half of the directors is required for meetings to proceed, and decisions must be made by majority vote [51][63] - Detailed records of meetings must be kept, including attendance, discussions, and voting outcomes [68][71]

Core Points - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior according to relevant laws and regulations [2][3] - The company was established as a joint-stock company through the overall change of Xi'an Sanrenxing Information Communication Co., Ltd. and is registered in Xi'an [2][3] - The registered capital of the company is RMB 2,108.16986 million [2][3] - The company is committed to becoming a leading comprehensive campus operation service provider in China, targeting youth [4][5] Company Structure - The company is a permanent joint-stock company with the chairman serving as the legal representative [3][4] - The company’s assets are divided into equal shares, and shareholders are only liable for the company's debts to the extent of their subscribed shares [3][4] - The company has established a Communist Party organization to conduct activities in accordance with the Party's regulations [4] Business Scope - The company’s business scope includes organizing cultural and artistic exchange activities, advertising design and agency, information consulting services, market research, and various technology services [4][5] - The company is also involved in the sale of electronic products, computer hardware and software, and artificial intelligence services [5] Share Issuance - The company issues shares in the form of stocks, with each share having a face value of RMB 1 [6][7] - The total number of shares issued by the company is 210,816,986 shares, all of which are ordinary shares [7][8] - The company cannot provide financial assistance for others to acquire its shares, except under specific conditions [8][9] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and the ability to supervise the company's operations [12][13] - Shareholders must comply with laws and the company’s articles of association, and they cannot withdraw their capital except as legally permitted [16][17] - Shareholders holding more than 5% of voting shares must report any pledges of their shares to the company [41] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [49][50] - Shareholder meetings can be called under specific circumstances, such as when the number of directors is insufficient or when requested by shareholders holding more than 10% of shares [50][51] - The company must provide legal opinions on the meeting's legality and the qualifications of attendees [52]

Core Points - The document outlines the rules for the shareholders' meeting of Sanrenxing Media Group Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] - The shareholders' meeting is the company's decision-making body, responsible for key decisions such as electing directors, approving financial reports, and making significant corporate changes [2][3][4] Group 1: General Provisions - The company must convene shareholders' meetings in accordance with the law, ensuring shareholders can exercise their rights [1][2] - The board of directors is responsible for organizing the meetings diligently and on time [1][2] - The shareholders' meeting has the authority to make decisions on various matters, including profit distribution and capital changes [2][3] Group 2: Financial Assistance and Guarantees - Financial assistance exceeding 10% of the latest audited net assets requires shareholder approval [3][4] - Guarantees exceeding the latest audited net assets or total assets require shareholder approval [4][5] Group 3: Transactions and Proposals - Significant transactions, including asset purchases or sales exceeding 30% of total assets, must be disclosed and approved by the shareholders' meeting [5][6] - Shareholders can propose agenda items for the meeting, with specific rules on submission timelines [12][19] Group 4: Meeting Procedures - The annual shareholders' meeting must be held within six months after the end of the fiscal year, while temporary meetings can be called as needed [6][8] - The company must provide adequate notice to shareholders regarding meeting details, including time, location, and agenda [21][22] Group 5: Voting and Resolutions - Resolutions can be ordinary or special, with different voting thresholds required for approval [45][46] - Shareholders have the right to vote in person or by proxy, and the voting process must be transparent and documented [58][59] Group 6: Record Keeping and Compliance - Meeting records must be maintained for ten years, including details of attendance, resolutions passed, and any objections raised [20][30] - The company must comply with disclosure requirements as per regulatory standards [31][32]

Core Points - The document outlines the independent director system of Sanrenxing Media Group Co., Ltd, aiming to enhance corporate governance and protect the rights of all shareholders, especially minority shareholders [1][2] - 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][3] - The company mandates that at least one-third of the board members must be independent directors, including at least one accounting professional [2][3] Summary by Sections General Principles - The system is established to improve the governance structure of the company and ensure independent directors fulfill their duties [1] - Independent directors owe a duty of loyalty and diligence to the company and all shareholders [1][3] Qualifications and Independence Requirements - Independent directors must meet specific qualifications, including relevant work experience and independence from the company and its major shareholders [2][3] - Certain individuals are prohibited from serving as independent directors, including those with significant shareholdings or familial ties to major shareholders [3][4] Nomination, Election, and Replacement - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares [9][10] - The term for independent directors aligns with that of other board members, with a maximum consecutive term of six years [13][14] Powers and Responsibilities - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [17][18] - They have the authority to hire external consultants and propose meetings to address significant issues [18][19] Support for Independent Directors - The company must provide necessary resources and support for independent directors to perform their duties effectively [26][27] - Independent directors are entitled to equal access to information and must be informed of company operations regularly [27][28] Reporting and Communication - Independent directors are required to submit annual reports on their performance and maintain communication with minority shareholders [25][26] - The company must ensure timely disclosure of relevant information and support independent directors in their oversight roles [29][30]

Meeting Details - The shareholders' meeting was held on September 2, 2025, at the Zhizhen Building, Haidian District, Beijing [1] - The attendance rate of ordinary shareholders and preferred shareholders with restored voting rights was 57.6684% [1] Voting Results - All non-cumulative voting proposals were approved with significant majority support from A-shareholders, with votes in favor ranging from 99.2194% to 99.8540% across different proposals [1][2] - The number of votes in favor for the proposals included 121,397,281 votes (99.8540%) and 120,634,434 votes (99.2265%) among others [1][2] Legal Compliance - The lawyers confirmed that the meeting's convening and voting procedures complied with the Company Law and relevant regulations, ensuring the legality and validity of the meeting and its outcomes [3]

上海市锦天城（北京）律师事务所 关于三人行传媒集团股份有限公司 法律意见书 上海市锦天城（北京）律师事务所 关于三人行传媒集团股份有限公司 法律意见书 致：三人行传媒集团股份有限公司 上海市锦天城（北京）律师事务所（以下简称"本所"）接受三人行传媒集 团股份有限公司（以下简称"公司"）的委托，指派本所律师出席了公司于 2025 年 09 月 02 日召开的 2025 年第一次临时股东大会（以下简称"本次股东大会"）。 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》"）、《上市公司股东会规则》等法律、法 规和规范性文件以及《三人行传媒集团股份有限公司章程》（以下简称"《公司 章程》"）的规定，本所对公司本次股东大会的召集和召开程序、出席会议人员 资格、召集人资格、会议表决程序和表决结果等相关事宜出具本法律意见书。 本所及本所经办律师依据《证券法》《律师事务所从事证券法律业务管理办 法》和《律师事务所证券法律业务执业规则（试行）》等规定及本法律意见书出 具日以前已经发生或者存在的事实，严格履行了法定职责，遵循了勤勉尽责和诚 实信用原则，进行了充分的核查验证 ...

（文章来源：证券日报） 证券日报网讯 9月2日晚间，三人行发布公告称，公司2025年第一次临时股东大会审议通过了《关于取 消公司监事会并修订的议案》《关于修订公司部分治理制度的议案》。 ...

三人行传媒集团股份有限公司 独立董事工作制度 第一章 总 则 第一条 为了进一步完善三人行传媒集团股份有限公司（以下简称"公司"） 的治理结构，充分发挥独立董事在公司治理中的作用，促进公司独立董事尽责履 职，维护公司的整体利益，保障全体股东特别是中小股东的合法权益不受损害， 依据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司独立董事管 理办法》《上海证券交易所股票上市规则》等有关法律、法规及规范性文件的规 定及《三人行传媒集团股份有限公司章程》（以下简称"《公司章程》"），制定本 制度。 第二条 独立董事是指不在公司担任董事以外的其他职务，并与公司及其主要 股东、实际控制人不存在直接或者间接利害关系，或者其他可能影响其进行独立 客观判断关系的董事。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务。 独立董事应当按照相关法律、法规、规范性文件和公司章程的要求，认真履 行职责，维护公司整体利益，尤其要关注中小股东的合法权益不受损害。 独立董事应当独立履行职责，不受公司主要股东、实际控制人或者与公司及 其主要股东、实际控制人存在利害关系的单位或个人的影响。 第四条 本公司聘任的独立董事原则上最多在三 ...

募集资金管理办法 第一章 总 则 三人行传媒集团股份有限公司 第一条 为了规范三人行传媒集团股份有限公司（以下简称"公司"）募集资金 的管理和运用，保护投资者利益，根据《中华人民共和国公司法》《中华人民共和 国证券法》《上市公司募集资金监管规则》《上海证券交易所股票上市规则》等有 关法律、法规和规范性文件的规定，结合公司实际情况，特制定本办法。 第二条 本办法所称募集资金是指公司通过发行股票或者其他具有股权性质的 证券，向投资者募集并用于特定用途的资金，但不包括公司实施股权激励计划募 集的资金。 第三条 募集资金到位后，公司应当及时办理验资手续，由具有证券从业资格 的会计师事务所出具法律法规要求的验资报告。 第四条 募集资金限定用于公司对外公布的募集资金投向的项目，未经公司股 东会依法作出决议，不得改变公司募集资金的用途。 第五条 公司董事会应当持续关注募集资金存放、管理和使用情况，有效防范 投资风险，提高募集资金使用效益。 公司的董事和高级管理人员应当勤勉尽责，确保公司募集资金安全，不得操 控公司擅自或者变相改变募集资金用途。 第六条 募集资金投资项目（下称"募投项目"）通过公司的子公司或公司控制 的其他企 ...