| 第一章 | 总则 2 | | --- | --- | | 第二章 | 关联交易和关联人 3 | | 第三章 | 关联交易的内部控制 5 | | 第四章 | 附则 10 | 第一章 总则 第一条 为规范深圳市天威视讯股份有限公司（以下简称"公司"）关联交 易行为，保证公司与各关联人所发生的关联交易合法、公允、合理，保证公司各 项业务通过必要的关联交易顺利地开展，保障股东和公司的合法权益，依据《深 圳证券交易所股票上市规则》（以下简称"《上市规则》"）及相关法律、法规、 规范性文件和《深圳市天威视讯股份有限公司章程》（以下称"《公司章程》"） 的规定，制定本制度。 第二条 公司进行关联交易，应当保证关联交易的合法合规性、必要性和公 允性，保持公司的独立性，不得利用关联交易调节财务指标，损害公司利益。交 易各方不得隐瞒关联关系或者采取其他手段，规避公司的关联交易审议程序和信 息披露义务。 第三条 公司在确认关联关系和处理关联交易时，应遵循并贯彻以下原则： （一）独立交易原则； （二）诚实信用原则； （三）平等、自愿、公平、公开、公允原则； （四）关联方股东或董事在关联交易表决中应当回避或放弃表决权； （五）必要 ...

| | | 第一章 总则 第一条 为了进一步规范本公司董事会的议事方式和决策程序，促使董事 和董事会有效地履行其职责，提高董事会规范运作和科学决策水平，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》）、《上市公司治理准则》、《深圳证券交易所股票上市规则》 （以下简称《上市规则》）以及《深圳市天威视讯股份有限公司章程》（以下简 称《公司章程》）等有关规定，制订本规则。 第二条 董事会应当在《公司法》等法律、行政法规和《公司章程》所规 定的范围内行使职权。 第三条 董事会下设证券投资部，处理董事会日常事务。 第二章 董事会的一般规定 第四条 董事会由 11 名董事组成，其中独立董事 4 名，职工代表董事 1 名。 设董事长 1 人，董事长由董事会以全体董事的过半数选举产生。 公司应当在董事会中设置审计委员会，行使《公司法》规定的监事会的职权。 公司可以在董事会中设置战略、提名、薪酬与考核等其他专门委员会，按照《公 司章程》和董事会授权履行职责。 独立董事按照法律法规以及公司《独立董事工作制度》的规定履行职责。 第五条 董事会聘任董事会秘书，负责公司股东会和董事 ...

深圳市天威视讯股份有限公司 股东会议事规则 （2025年10月29日经公司2025年第二次临时股东大会审议通过） 目 录 | 第一章 | 总则 | 2 | | --- | --- | --- | | 第二章 | 股东会的召集 | 3 | | 第三章 | 股东会的提案与通知 | 4 | | 第四章 | 股东会的召开 | 6 | | 第五章 | 股东会对董事会的授权 | 13 | | 第六章 | 附则 | 15 | 第 1 页 共 15 页 第一章 总则 第一条 为保证深圳市天威视讯股份有限公司（以下简称"公司"）股东会 依法行使职权，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》 和《深圳市天威视讯股份有限公司章程》（以下简称"《公司章程》"）的规定， 制定本议事规则。 第二条 公司应当严格按照法律、行政法规、本规则及《公司章程》的相关 规定召开股东会，保证股东能够依法行使权利。 公司董事会应当切实履行职责，认真、按时组织股东会。公司全体董事应当 勤勉尽责，确保股东会正常召开和依法行使职权。 第三条 股东会应当在《公司法》和《 ...

Core Viewpoint - The television broadcasting sector experienced a slight decline of 0.12% on the previous trading day, with ST Guangwang leading the losses. However, the overall market showed positive movement, with the Shanghai Composite Index rising by 0.7% and the Shenzhen Component Index increasing by 1.95% [1]. Group 1: Market Performance - The Shanghai Composite Index closed at 4016.33, up 0.7% [1]. - The Shenzhen Component Index closed at 13691.38, up 1.95% [1]. - The television broadcasting sector's individual stock performance varied, with notable gainers and losers [1]. Group 2: Individual Stock Performance - Liujin Technology (920021) closed at 6.97, up 3.11% with a trading volume of 110,000 shares [1]. - Hubei Broadcasting (000665) closed at 6.09, up 0.83% with a trading volume of 382,000 shares [1]. - Jiangsu Cable (600959) closed at 3.66, up 0.83% with a trading volume of 399,300 shares [1]. - ST Guangwang (600831) led the decline, closing at 4.84, down 3.20% with a trading volume of 155,800 shares [2]. Group 3: Capital Flow Analysis - The television broadcasting sector saw a net outflow of 121 million yuan from institutional investors, while retail investors contributed a net inflow of 138 million yuan [2]. - The capital flow for individual stocks showed mixed results, with some stocks experiencing significant net inflows from retail investors despite overall sector outflows [3].

Market Overview - The television broadcasting sector experienced a slight decline of 0.05% compared to the previous trading day, with Hai Kan Co. leading the losses [1] - The Shanghai Composite Index closed at 3988.22, down 0.22%, while the Shenzhen Component Index closed at 13430.1, down 0.44% [1] Stock Performance - Notable gainers in the television broadcasting sector included: - Xinmei Co. (300770) with a closing price of 48.38, up 2.83% on a trading volume of 97,300 shares and a turnover of 469 million yuan [1] - Guangxi Broadcasting (600936) closed at 3.73, up 1.63% with a trading volume of 192,700 shares and a turnover of 71.71 million yuan [1] - Conversely, some stocks faced declines: - Hubei Broadcasting (000665) closed at 6.04, down 0.49% with a trading volume of 409,400 shares and a turnover of 248 million yuan [1] - Huashu Media (000156) closed at 7.89, down 0.25% with a trading volume of 69,700 shares and a turnover of 5.51 million yuan [1] Capital Flow Analysis - The television broadcasting sector saw a net outflow of 84.12 million yuan from institutional investors, while retail investors experienced a net outflow of 13.56 million yuan [2] - Conversely, speculative funds recorded a net inflow of 97.68 million yuan [2] Individual Stock Capital Flow - Xinmei Co. (300770) had a net inflow of 26.94 million yuan from institutional investors, while retail investors saw a net outflow of 41.35 million yuan [3] - Jiangsu Cable (600959) experienced a net inflow of 20.13 million yuan from institutional investors, with retail investors facing a net outflow of 24.96 million yuan [3] - Hubei Broadcasting (000665) had a net outflow of 6.11 million yuan from institutional investors, while retail investors recorded a net inflow of 4.54 million yuan [3]

Market Overview - The television broadcasting sector experienced a decline of 0.39% on the previous trading day, with Tianwei Vision leading the drop [1] - The Shanghai Composite Index closed at 3996.94, up by 1.18%, while the Shenzhen Component Index closed at 13489.4, up by 1.51% [1] Stock Performance - Key stocks in the television broadcasting sector showed mixed performance, with Jishi Media rising by 1.67% to a closing price of 3.65, while Tianwei Vision fell by 5.39% to 8.78 [2][1] - The trading volume and turnover for Jishi Media reached 2.5966 million shares and 9.53 billion yuan, respectively [1] Capital Flow - The television broadcasting sector saw a net outflow of 110 million yuan from institutional investors, while retail investors contributed a net inflow of 91.29 million yuan [2] - The capital flow data indicates that Jishi Media had a net inflow of 51.26 million yuan from institutional investors, while Tianwei Vision experienced a significant outflow of 65.75 million yuan [3]

Group 1 - The core point of the news is that Tianwei Vision's stock price has dropped by 5.06%, currently trading at 8.81 CNY per share, with a total market capitalization of 7.071 billion CNY [1] - Tianwei Vision, established on July 18, 1995, and listed on May 26, 2008, primarily engages in the construction, planning, and maintenance of cable television networks, focusing on cable TV users in Shenzhen [1] - The company's revenue composition is as follows: 89.89% from the cable television industry, 5.87% from other sources, and 4.25% from digital cultural production [1] Group 2 - Among the top ten circulating shareholders of Tianwei Vision, one fund from GF Fund Management has increased its holdings by 345,400 shares, bringing its total to 1.9963 million shares, which accounts for 0.25% of the circulating shares [2] - The GF Pension Index A fund, established on February 13, 2015, has a current size of 1.354 billion CNY and has achieved a year-to-date return of 8.78% [2] - The fund manager, Cao Shiyu, has been in charge for 1 year and 320 days, with the best fund return during this period being 122.52% [2]

Market Overview - The television broadcasting sector increased by 0.27% compared to the previous trading day, with wireless media leading the gains [1] - The Shanghai Composite Index closed at 3913.76, down 0.07%, while the Shenzhen Component Index closed at 12996.61, down 0.62% [1] Stock Performance - Key stocks in the television broadcasting sector showed varied performance, with Yuanxian Media (301551) rising by 5.19% to a closing price of 37.31, and Hubei Broadcasting (000665) increasing by 4.41% to 6.63 [1] - Other notable performers included ST Guangwang (600831) with a 1.61% increase and Gehua Cable (600037) with a 0.98% increase [1] Trading Volume and Value - Yuanxian Media had a trading volume of 135,400 shares and a transaction value of 497 million yuan, while Hubei Broadcasting had a trading volume of 2,283,500 shares and a transaction value of 1.564 billion yuan [1] - The overall trading activity in the television broadcasting sector reflected a mix of gains and losses among various stocks [1] Capital Flow - The television broadcasting sector experienced a net outflow of 312 million yuan from institutional investors, while retail investors saw a net inflow of 197 million yuan [2] - The data indicates that retail investors were more active in the market compared to institutional investors on that day [2] Individual Stock Capital Flow - Dongfang Mingzhu (600637) had a net inflow of 67.04 million yuan from institutional investors, while Yuanxian Media (301551) saw a net inflow of 45.97 million yuan [3] - Conversely, stocks like Guangxi Broadcasting (600936) and Jiangsu Cable (600959) experienced significant net outflows from institutional investors, indicating a shift in investor sentiment [3]

Core Insights - The television broadcasting sector experienced a rise of 1.74% on the previous trading day, with Hubei Broadcasting leading the gains [1] - The Shanghai Composite Index closed at 3916.33, up 1.36%, while the Shenzhen Component Index closed at 13077.32, up 2.06% [1] Stock Performance - Hubei Broadcasting (000665) closed at 6.35, with a significant increase of 10.05%, trading volume of 973,300 shares, and a transaction value of 618 million [1] - Other notable performers include Guangxi Broadcasting (600936) with a 3.86% increase, Huashu Media (000156) up 3.39%, and Jiangsu Cable (600959) up 3.36% [1] - The overall trading volume and transaction values for various stocks in the television broadcasting sector indicate active market participation [1][2] Capital Flow - The television broadcasting sector saw a net inflow of 189 million from institutional investors, while retail investors experienced a net outflow of 65.63 million [2] - Hubei Broadcasting attracted the highest net inflow from institutional investors at 168 million, representing 27.14% of its trading volume [3] - Other stocks like Jishi Media (601929) and New Media Co. (300770) also saw varying levels of net inflow and outflow from different investor categories [3]

Core Viewpoint - Tianwei Vision's stock price has shown a significant increase this year, with a 17.29% rise year-to-date and a notable 10.77% increase in the last five trading days, indicating positive market sentiment towards the company [1]. Group 1: Company Overview - Tianwei Vision, established on July 18, 1995, and listed on May 26, 2008, is located in Shenzhen, Guangdong Province. The company primarily engages in the construction, planning, and maintenance of cable television networks, focusing on cable TV users in Shenzhen [2]. - The company's revenue composition is as follows: 89.89% from the cable television industry, 5.87% from other sources, and 4.25% from digital cultural production [2]. - Tianwei Vision is classified under the media industry, specifically in the television broadcasting sector, and is associated with several concept sectors including the Shenzhen-Shan collaboration area and Guangdong state-owned assets [2]. Group 2: Financial Performance - As of June 30, 2025, Tianwei Vision reported a revenue of 591 million yuan, reflecting a year-on-year decrease of 5.16%. The net profit attributable to the parent company was -27.14 million yuan, a significant decline of 280.79% compared to the previous year [2]. - The company has distributed a total of 1.985 billion yuan in dividends since its A-share listing, with 201 million yuan distributed over the past three years [3]. Group 3: Shareholder Information - As of June 30, 2025, the number of shareholders for Tianwei Vision was 39,000, a decrease of 14.66% from the previous period. The average number of circulating shares per shareholder increased by 17.18% to 20,576 shares [2]. - Among the top ten circulating shareholders, Hong Kong Central Clearing Limited holds 4.4846 million shares, an increase of 1.7648 million shares from the previous period, while Guangfa Pension Index A holds 1.9963 million shares, up by 345,400 shares [3].