Core Viewpoint - Sanquan Foods has announced the election of Chen Nan as the chairman of the board and the appointment of Chen Xi as the general manager, indicating a significant leadership change within the company [1] Group 1: Leadership Changes - Chen Nan has been elected as the chairman of the ninth board of directors [1] - Jia Lingda has been elected as the vice chairman of the ninth board of directors [1] - Chen Xi has been appointed as the general manager of the company [1] Group 2: Additional Appointments - Zhang Ninghe, Zhang Yun, Gu Guihao, and Yang Zhi have been appointed as vice general managers [1] - Liu Zhengzheng has been appointed as the board secretary [1] - Wei Hua has been appointed as the financial director, with a term of three years [1]

Core Points - The document outlines the management system for shares held by directors and senior management of Sanquan Foods Co., Ltd, emphasizing compliance with relevant laws and regulations [1][2][3] - It establishes rules regarding the buying, selling, and reporting of shares by directors and senior management, including restrictions on insider trading and market manipulation [4][5][6] - The system aims to protect the interests of the company and its minority shareholders by ensuring orderly and transparent share transactions [7][8][9] Summary by Sections - **Management System Purpose**: The system is designed to strengthen the management of shares held by directors and senior management, ensuring adherence to laws such as the Company Law and Securities Law [1][2] - **Shareholding Definitions**: It defines shares held by directors and senior management, including those held in others' accounts and through margin trading [3][4] - **Trading Restrictions**: Directors and senior management are prohibited from short selling company shares and engaging in derivative transactions based on company shares [5][6] - **Notification Requirements**: Before trading, directors and senior management must notify the board secretary in writing, who will verify the company's disclosure and significant matters [6][7] - **Transfer Limitations**: There are specific limits on the percentage of shares that can be transferred annually, with conditions for exceptions [10][11] - **Reporting Obligations**: Changes in shareholding must be reported within two trading days, including details of the transaction [9][10] - **Lock-up Periods**: Certain conditions impose lock-up periods on share transfers, particularly following significant corporate events or legal investigations [11][12] - **Compliance and Penalties**: The document outlines penalties for violations of the rules, emphasizing the responsibility of the board secretary to manage compliance [12][13]

Core Viewpoint - The company has established a system for accountability regarding significant errors in annual report disclosures to enhance the quality, transparency, and accuracy of financial reporting [1][2]. Group 1: General Principles - The system aims to improve the operational standards of the company and enforce accountability among personnel involved in annual report disclosures [1]. - It applies to directors, senior management, department heads, controlling shareholders, and other relevant personnel [1][2]. - The principles of accountability include objectivity, proportionality of power and responsibility, and the integration of responsibility with work improvement [2]. Group 2: Definition and Types of Significant Errors - Significant errors in annual report disclosures are defined as failures or incorrect performance of duties leading to false statements or major errors that cause substantial economic losses [3]. - Types of significant errors include major accounting errors in financial reports, substantial omissions or errors in other disclosures, and discrepancies in performance forecasts [3][4]. Group 3: Recognition and Handling Procedures - Specific criteria for recognizing significant accounting errors include discrepancies in asset, liability, income, and profit figures exceeding 5% and absolute amounts over 10 million [4][5]. - The company’s securities affairs department is responsible for collecting and summarizing relevant information, investigating causes, and proposing corrective measures [6][12]. Group 4: Accountability Measures - The company will pursue accountability for significant errors, ensuring that responsible individuals have the opportunity to present their case [15]. - Penalties may include corrective actions, performance evaluations, and potential economic sanctions [17][19]. - The board of directors will disclose decisions regarding accountability for significant errors through temporary announcements [19].

Group 1 - The core point of the announcement is that the company plans to absorb and merge its wholly-owned subsidiary, Zhengzhou Kuai Chu Catering Management Co., Ltd., to optimize its business structure and improve operational efficiency [1][2]. - The merger will result in the cancellation of Zhengzhou Kuai Chu's independent legal status, with all assets, liabilities, and personnel being inherited by the company [1][2]. - The merger does not constitute a related party transaction and does not require shareholder approval, as it falls within the company's internal restructuring efforts [1][2]. Group 2 - Zhengzhou Kuai Chu has total assets of 102.76 million yuan and a net asset of -6.64 million yuan as of December 31, 2024, with no revenue generated in 2024 [2]. - The merger is expected to enhance resource integration and organizational structure without significantly impacting the company's normal operations or financial status [2][3]. - The company's board of directors has authorized the general manager to handle all necessary procedures related to the merger [1][2].

Group 1 - The board of directors of Sanquan Foods held a meeting on April 30, 2025, to discuss various proposals and elect new leadership [2] - Chen Nan was elected as the chairman of the ninth board of directors for a term of three years, while Jia Lingda was elected as the vice chairman for the same term [2] - The composition of various specialized committees was approved, including the Strategy Committee, Audit Committee, Nomination Committee, and Compensation and Assessment Committee [2][3] Group 2 - The board approved the appointment of Chen Xi as the general manager for a term of three years [3] - Zhang Ninghe, Zhang Yun, Gu Guihao, and Yang Zhi were appointed as vice general managers, also for a term of three years [3] - Liu Zhengzheng was appointed as the board secretary, and Wei Hua was appointed as the financial director, both for a term of three years [3][11] Group 3 - The board approved the appointment of Wang Xuyang as the internal audit manager and Xu Xiao as the securities affairs representative, both for a term of three years [3][12] - The board made revisions to certain governance systems to enhance operational standards and improve the corporate governance structure [4][5] - All proposed amendments received unanimous approval from the board members [4][5]

Core Viewpoint - The document outlines the information disclosure management system of Sanquan Foods Co., Ltd, emphasizing the importance of accurate, timely, and complete information disclosure to protect the rights of the company and its investors [2][3]. Group 1: General Principles of Information Disclosure - Information disclosure refers to the release of significant information that could impact the trading price of the company's securities, which investors are not yet aware of [3][4]. - The company and its information disclosure obligors must ensure that disclosed information is true, accurate, complete, and easy to understand, avoiding any misleading statements or omissions [4][5]. - The company has a continuous responsibility to disclose information in accordance with relevant laws and regulations [4][6]. Group 2: Disclosure Obligations and Procedures - Information disclosure obligors include the company, its directors, senior management, shareholders, and other relevant parties [3][4]. - The company must disclose information through designated media and ensure it is available for public inspection at its registered office and the Shenzhen Stock Exchange [4][6]. - The company must follow specific procedures for preparing, reviewing, and disclosing periodic and temporary reports, ensuring compliance with legal requirements [19][20]. Group 3: Confidentiality and Exemptions - The company may defer or exempt disclosure of information related to state secrets or commercial secrets under certain conditions [6][7]. - If the reasons for deferring or exempting disclosure are no longer valid, the company must promptly disclose the information [8][9]. - The company must maintain strict confidentiality regarding undisclosed information and take necessary measures to prevent leaks [63][66]. Group 4: Responsibilities of Management and Board - The board of directors is responsible for ensuring the accuracy and completeness of disclosed information and must conduct regular self-assessments of the information disclosure management system [57][58]. - The board secretary plays a crucial role in coordinating information disclosure activities and ensuring compliance with regulations [39][40]. - Senior management must report significant events and changes in a timely manner to the board [59][60].

Group 1 - The annual general meeting of Sanquan Foods Co., Ltd. is scheduled for May 13, 2025 [2] - The legal opinion regarding the meeting was issued by Junzejun Law Firm, confirming compliance with relevant laws and regulations [3][12] - The meeting will include both on-site and online voting, with specific time slots for each [4] Group 2 - The meeting was convened following a resolution passed by the company's board of directors on April 18, 2025 [3] - A total of 161 participants, representing 339,581,957 shares (38.6247% of total shares), attended the meeting [6] - The meeting's agenda includes 15 proposals, all of which were verified to be consistent with the announced agenda [7] Group 3 - Voting was conducted through a named voting method, with results announced immediately after the voting process [7] - The proposals received overwhelming support, with approval rates exceeding 99% for most items [8][10] - The independent directors presented their reports during the meeting [7] Group 4 - The legal opinion concluded that the meeting's procedures, participant qualifications, and voting results were all valid and compliant with applicable laws [13] - The meeting records and resolutions were signed by the attending company directors and the meeting host [12]

Meeting Overview - The shareholders' meeting of Sanquan Foods Co., Ltd. was held on May 13, 2025, with both on-site and online voting options available [1] - A total of 161 shareholders participated, representing 339,581,957 shares, which is 38.6247% of the total voting shares [1] Voting Results - Various proposals were voted on, with the following results: - Proposal 1: 339,097,605 shares in favor, 46,340 shares abstained [2] - Proposal 2: 339,085,705 shares in favor, 49,740 shares abstained [2] - Proposal 3: 339,103,205 shares in favor, 46,240 shares abstained [2] - Proposal 4: 339,103,005 shares in favor, 46,440 shares abstained [2] - Proposal 5: 339,406,197 shares in favor, 46,840 shares abstained [2] - Proposal 6: 339,410,507 shares in favor, 54,240 shares abstained, with 97.9032% of minority shareholders voting in favor [3] - Proposal 7: 339,413,197 shares in favor, 50,840 shares abstained, with 97.9361% of minority shareholders voting in favor [3] - Proposal 8: 339,323,597 shares in favor, 54,040 shares abstained [4] - Proposal 9: 335,479,511 shares in favor, with a near split among minority shareholders [5] - Proposal 10: 339,412,697 shares in favor, 50,840 shares abstained, passed as a special resolution [5] Legal Opinion - The meeting was witnessed by lawyers from Beijing Junzejun Law Offices, confirming that the meeting's procedures and voting results were in compliance with relevant laws and regulations [7]

证券代码：002216 证券简称：三全食品 公告编号：2025-024 三全食品股份有限公司 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假记载、误导 性陈述或重大遗漏。 鉴于三全食品股份有限公司（以下简称"公司"）第八届董事会任期届满， 根据《公司法》 、《公司章程》的规定，公司于 2025 年 5 月 12 日在公司会议室召 开职工代表大会，选举第九届董事会职工代表董事。 附件：职工代表董事简历 韦华，1978年生，本科学历，中国注册会计师（非执业会员）、税务师、高 级会计师。2005年11月入职三全食品，曾任公司核算主管、区域财务总监、事业 部财务总监；2020年3月至今任财务管理中心总经理。截至目前，韦华女士未持 有本公司股份，与持有公司5%以上股份的股东、实际控制人、公司其他董事、高 级管理不存在关联关系；未受过中国证监会及其他有关部门的处罚和证券交易所 纪律处分；不存在因涉嫌犯罪被司法机关立案侦查或者涉嫌违法违规被中国证监 会立案稽查的情形；不属于失信被执行人；不存在《公司法》、 《公司章程》等规 定的不得担任公司高级管理人员的情形。 上述职工代表董事具备担任公司董事的任职资格 ...

三全食品股份有限公司董事长工作细则 三全食品股份有限公司 董事长工作细则 （2025 年 5 月修订） 第一章 总 则 第一条 为进一步完善法人治理结构，明确三全食品股份有限公司（以下简 称"公司"）董事长的职责、权限，规范董事长与总经理及经营管理团队之间的 职责分工，使董事长更好的履行公司中长期战略管理、对外投资并购、风险管控、 重大决策、新业务拓展等方面的工作。现依据《中华人民共和国公司法》和《公 司章程》等有关规定，并结合公司实际，制定本细则。 第二章 董事长的任职资格和程序 第二条 公司董事会设董事长一人，副董事长一人，由公司董事担任，通过 董事会全体董事过半数选举产生。 第三条 董事长为公司法定代表人，任期三年，可连选连任。 （五）熟悉并遵守上市公司运作法律法规及规章。 第五条 有下列情形的人员不得担任公司董事长： （一）无民事行为能力或者限制民事行为能力； （二）因贪污、贿赂、侵占财产、挪用财产或者破坏社会主义市场经济秩序， 被判处刑罚，执行期满未逾五年，或者因犯罪被剥夺政治权利，执行期满未逾五 年； 三全食品股份有限公司董事长工作细则 （三）担任破产清算的公司、企业的董事或者厂长、经理，对该公司 ...