关于控股股东、实际控制人及高级管理人员 证券代码：002517 证券简称：恺英网络 公告编号：2025-046 恺英网络股份有限公司 2025年第一次现金分红增持股份的公告 控股股东、实际控制人、董事长金锋先生、副董事长兼总经理沈军先生、 董事兼副总经理赵凡先生、董事兼副总经理骞军法先生、副总经理林彬先生、 副总经理唐悦先生、原财务总监黄振锋先生、董事会秘书刘洪林先生保证向 本公司提供的信息内容真实、准确、完整，没有虚假记载、误导性陈述或重 大遗漏。 本公司及董事会全体成员保证公告内容与信息披露义务人提供的信息一 致。 恺英网络股份有限公司（以下简称"公司"）于 2025 年 6 月 16 日接到控股股 东、实际控制人、董事长金锋先生、副董事长兼总经理沈军先生、董事兼副总经理 赵凡先生、董事兼副总经理骞军法先生、副总经理林彬先生、副总经理唐悦先生、 原财务总监黄振锋先生、董事会秘书刘洪林先生通知，获悉上述人员通过深圳证券 交易所集中竞价的交易方式进行 2025 年第一次现金分红增持。现将有关情况公告 如下： 一、本次增持计划情况 公司于 2025 年 5 月 28 日在《中国证券报》、《上海证券报》、《证券时 ...

Investment Rating - The industry rating is "Recommended" [4] Core Insights & Investment Recommendations - The recent US-China trade negotiations in London have reached a principled framework, indicating substantial progress in managing differences and stabilizing economic relations, which may support global supply chain recovery [2][21] - OpenAI has launched the new o3-pro model, reducing its price by 80% and input/output costs by 87%, reflecting a shift towards efficiency optimization in large model technology and accelerating AI technology penetration into small and medium enterprises [2][21] - The report maintains a cautious optimism regarding trade negotiations and highlights AI as a key investment direction amid global macroeconomic volatility, emphasizing the importance of technological innovation and self-sufficiency for long-term development [3][22] Sub-industry Data Film Industry - The top three films by box office this week are "How to Train Your Dragon: The Hidden World" with 58.175 million yuan (25.6% market share), "Mission: Impossible 8" with 54.90 million yuan (24.2%), and "Time Son" with 28.366 million yuan (12.5%) [24][25] Gaming Industry - The top three iOS games by revenue are "Honor of Kings," "Peacekeeper Elite," and "Endless Winter," while the top three Android games by popularity are "Heart Town," "Sword Legend," and "My Leisure Time" [27][28] TV Series Industry - The top three TV series by broadcast index are "The Cang Hai Chuan," "Lin Jiang Xian," and "The Lychee of Chang'an," with indices of 85.3, 84.2, and 82.2 respectively [30][31] Variety Shows & Animation - The top variety show is "Ha Ha Ha Ha Season 5" with a broadcast index of 80.6, followed by "Run, Brother Season 9" and "Unlimited Exceeding Class Season 3" [32] - The top three animated shows by viewership index are "Cang Yuan Tu," "Xian Ni," and "Perfect World," with indices of 340.2, 225, and 222.5 respectively [34]

Core Viewpoint - The company has established a management system to prevent major shareholders and related parties from occupying company funds, ensuring the protection of the company's and shareholders' legal rights [1][2]. Group 1: Definition and Scope - The system applies to fund management between the company and its major shareholders and related parties, including subsidiaries within the consolidated financial statements [1]. - "Fund occupation" includes both operational and non-operational fund occupation, with operational occupation arising from related transactions and non-operational occupation involving payments for wages, benefits, and other expenses on behalf of major shareholders [2]. Group 2: Principles and Measures - The company must strictly prevent fund occupation during operational transactions with major shareholders and related parties, prohibiting the provision of funds for non-operational purposes [2][3]. - A leadership group is established to oversee the prevention of fund occupation, consisting of the chairman, relevant directors, and financial department heads [4]. Group 3: Responsibilities and Accountability - The board of directors and senior management are responsible for maintaining the security of company funds and must report any non-operational fund occupation to the leadership group [5][6]. - Violations of the system by major shareholders or related parties will result in compensation responsibilities and potential disciplinary actions against responsible individuals [6][7]. Group 4: Enforcement and Legal Framework - The company will implement a "freeze upon occupation" mechanism, allowing for judicial freezing of shares held by major shareholders if non-operational fund occupation is detected [5][6]. - The system will take effect upon approval by the company's shareholders' meeting, and any unaddressed issues will be governed by relevant laws and regulations [7].

Core Viewpoint - The article outlines the selection and appointment system for accounting firms at Kaiying Network Co., Ltd., emphasizing the importance of maintaining shareholder interests and ensuring the quality and authenticity of financial information [1][2]. Group 1: General Principles - The system aims to standardize the selection of accounting firms, ensuring compliance with regulations set by the China Securities Regulatory Commission [1]. - The appointment of accounting firms must be approved by the board of directors and the shareholders' meeting, preventing any pre-approval interference from major shareholders [1][2]. Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must meet specific criteria, including legal establishment, relevant qualifications, and a good record of professional quality [1][2]. - Firms must have a solid organizational structure, familiarity with financial laws and regulations, and a team of certified public accountants capable of ensuring audit quality [1][2]. Group 3: Selection Procedures - The audit committee, independent directors, or a third of the board can propose the selection of accounting firms, with the audit committee responsible for overseeing the process [2][3]. - The selection can be conducted through public, invited, or single selection methods, ensuring transparency and competitiveness [2][3]. Group 4: Evaluation and Reporting - The audit committee must evaluate the performance of the appointed accounting firms annually and report to the board of directors [3][4]. - If the audit committee finds that a firm does not meet the required standards, it must provide reasons, and the board will not review the proposal [4][5]. Group 5: Special Provisions for Reappointment - The audit committee must assess the quality of work done by the accounting firm before reappointment, ensuring a thorough evaluation process [6][7]. - If a firm is to be dismissed or not reappointed, a 10-day notice must be given, and the reasons for dismissal must be disclosed [6][7]. Group 6: Supervision and Penalties - The audit committee is responsible for supervising the selection process and ensuring compliance with relevant laws and regulations [8]. - Any violations by the accounting firms can lead to penalties, including potential dismissal and financial responsibility for any resulting damages [8].

Core Viewpoint - The document outlines the management measures for subsidiaries of Kaiying Network Co., Ltd., aiming to enhance control mechanisms, promote standardized operations, and improve overall operational efficiency and risk resistance [1][2]. Group 1: General Principles - The management of subsidiaries must adhere to principles of strategic unity and collaborative development, ensuring alignment with the company's overall strategy [1]. - Subsidiaries are required to operate independently in daily management while ensuring compliance with relevant laws and regulations [2]. - The company retains rights over major decisions and management of subsidiaries through shareholder meetings and board of directors [2]. Group 2: Governance Structure - Subsidiaries must establish governance structures including shareholder meetings, boards of directors, and supervisory boards as per legal requirements [3]. - The company has the authority to inspect the operations of subsidiaries and ensure compliance with governance standards [3]. Group 3: Establishment and Deregistration of Subsidiaries - The establishment of subsidiaries must align with the company's strategic needs and requires approval from the company's general manager [4]. - Any transfer or disposal of subsidiary equity must also be approved by the general manager and reported to relevant departments [4]. Group 4: Personnel Appointment and Evaluation - The company appoints or recommends directors and senior management for subsidiaries, ensuring compliance with legal and internal regulations [5]. - Performance evaluations and compensation for appointed personnel are based on company policies [5]. Group 5: Financial Management - Subsidiaries must maintain independent accounting while adhering to the company's financial management guidelines [6]. - The company’s financial center oversees the financial activities of subsidiaries, ensuring compliance with accounting standards and budget management [6][7]. Group 6: Operational Management - Subsidiaries must comply with national laws and align their operational plans with the company's overall strategy [8]. - Regular reporting of key economic indicators and operational data to the company is mandatory [9]. Group 7: Internal Control Management - Subsidiaries are required to establish internal audit departments and comply with internal control standards set by the company [11]. - The company conducts regular audits and requires subsidiaries to rectify any identified issues [11]. Group 8: Information Reporting and Disclosure - Subsidiaries must adhere to strict information disclosure protocols, ensuring timely and accurate reporting of relevant information to the company [12]. - Confidentiality obligations are imposed on individuals aware of non-public information until it is officially disclosed [12].

恺英网络股份有限公司 重大信息内部报告制度 第一章 总 则 第一条 为规范恺英网络股份有限公司（以下简称"公司")的重大信息内部报 告工作，保证公司内部重大信息的传递、归集和有效管理，使公司能够真实、准确、 完整、及时、充分地履行信息披露义务，维护投资者的合法权益，依据《中华人民共 和国公司法》《中华人民共和国证券法》《上市公司信息披露管理办法》《深圳证券 交易所股票上市规则》《深圳证券交易所上市公司自律监管指引第1号——主板上市公 司规范运作》等法律、法规及《公司章程》的有关规定，结合公司的实际情况，制 定本制度。 第二条 公司重大信息内部报告制度是指当出现、发生或即将发生可能对公司 股票及其衍生品种的交易价格产生较大影响的情形或事件出现时，按照本制度规定 负有报告义务的报告人应及时将相关信息向公司报告，并保证提供的相关文件资料 真实、准确、完整，不带有重大隐瞒、虚假陈述或引人重大误解之处的制度。 第三条 本制度所称的信息报告义务人包括： （一）公司董事和高级管理人员、各部门和各分公司、子公司的主要负责人； （二）公司派驻参股子公司的董事、监事和高级管理人员； （三）公司控股股东和实际控制人及其一致行动人； ...

Core Points - The article outlines the rules and regulations governing the Compensation and Assessment Committee of Kaixin Network Co., Ltd, aimed at improving the management of director and senior management compensation and assessment [1][2][3] Group 1: Committee Structure and Responsibilities - The Compensation and Assessment Committee is a specialized committee under the board of directors, responsible for establishing assessment standards and reviewing compensation policies for directors and senior management [1][2] - The committee consists of three directors, with a majority being independent directors, and is chaired by an independent director [3][4] - The committee is tasked with making recommendations to the board regarding the compensation of directors and senior management, as well as any changes to incentive plans [3][4] Group 2: Meeting Procedures - The committee meetings are convened by the chairperson, who can delegate responsibilities if unable to attend [2][5] - Meetings can be held in person or via remote communication, with notifications sent out at least five days in advance [5][6] - A quorum requires the presence of at least two-thirds of the committee members, and decisions are made by a majority vote [6][7] Group 3: Evaluation and Reporting - The committee evaluates the performance of directors and senior management based on self-reports and established performance criteria [5][6] - Recommendations for compensation adjustments are submitted to the board for approval, with the board required to document any deviations from the committee's recommendations [3][4] - The committee is also responsible for ensuring compliance with relevant laws and regulations during its operations [8][9]

General Provisions - The purpose of the guidelines is to standardize the behavior of the board secretary of Kaiying Network Co., Ltd., improve corporate governance structure, and promote standardized operations in accordance with relevant laws and regulations [1][2]. Appointment and Dismissal of the Board Secretary - The company appoints one board secretary, who is a senior management personnel responsible for legal, regulatory, and company charter obligations, and receives corresponding remuneration [1][2]. - Individuals with certain disqualifications, such as recent administrative penalties from the China Securities Regulatory Commission (CSRC) or public reprimands from stock exchanges, are prohibited from serving as board secretary [2][3]. - The company must provide sufficient reasons for dismissing the board secretary and must report the reasons to the Shenzhen Stock Exchange [3][4]. Responsibilities and Obligations of the Board Secretary - The board secretary is responsible for coordinating information disclosure, managing investor relations, organizing board meetings, and ensuring compliance with securities laws and regulations [5][6]. - The board secretary must maintain confidentiality and is required to sign a confidentiality agreement upon appointment [4][5]. - The company must provide necessary support for the board secretary to fulfill their duties, including access to financial and operational information [7][8]. Legal Responsibilities - The board secretary has a duty of loyalty and diligence, must not exploit their position for personal gain, and is responsible for ensuring the accuracy and completeness of disclosed information [9][10]. - In case of any violations leading to significant errors or legal issues, the board secretary may face legal consequences [9][10]. Additional Provisions - The guidelines will be effective upon approval by the board and may be amended as necessary [10][11].

露管理制度的规定执行，并立即修订本制度，报董事会审议通过。 第十五条 本制度自公司董事会审议通过之日起生效施行，修改时亦同。 第十六条 本制度由公司董事会负责解释和修订。 第 3 页 共 4 页 恺英网络股份有限公司董事会 二〇二五年六月 第 4 页 共 4 页 相关ETF 恺英网络股份有限公司 新闻发言人制度 第一章 总 则 第一条 为加强公司对外宣传和沟通，建立健全新闻发言人工作体系，规范 公司系统新闻发布工作，为公司发展赢得广泛的理解和支持，根据国家相关法律 规定以及《公司章程》的规定，结合公司实际，制定本规定。 第二条 公司新闻发言人工作坚持"统一领导、归口管理"的原则，按照"权 威、及时、准确、灵活"的要求开展工作。 新闻发言人工作应当遵守新闻宣传纪律和有关企业保密以及公司信息披露 的法律、法规、规章、规范性文件的规定，维护公司和广大投资者的合法权益， 并应当坚持正确的舆论导向，展示良好企业形象。 第三条 公司及其他信息披露义务人应当按照有关法律、法规、规则披露信 息，在公司网站及其他媒体发布应当披露信息的时间不得先于指定媒体，不得以 新闻发布或者答记者问等任何形式代替应当履行的报告、公告义务。 第 ...

恺英网络股份有限公司 董事、高级管理人员离职管理制度 第一章 总则 第一条 恺英网络股份有限公司（以下简称"公司"）为规范董事、高级管理人 员离职程序，保障公司治理结构的连续性和稳定性，维护公司及全体股东的合法 权益，根据《中华人民共和国公司法》《中华人民共和国证券法》《深圳证券交 易所股票上市规则》等相关法律、行政法规、部门规章及公司章程的规定，结合 公司实际情况，制定本制度。 第二章 离职情形与生效条件 第三条 董事可以在任期届满以前辞任。董事辞任应当向公司提交书面辞职 报告，公司收到辞职报告之日辞任生效，公司将在两个交易日内披露有关情况 。如因：(1)董事在任期内辞任导致公司董事会成员低于法定最低人数；(2)独立 董事辞任将导致公司董事会或者其专门委员会中独立董事所占比例不符合法律法 规或者《公司章程》的规定，或者独立董事中欠缺会计专业人士，在改选出的董 事就任前，原董事仍应当依照法律、行政法规、部门规章和本制度规定，履行董 事职务。 董事提出辞任的，公司应当在提出辞任之日起六十日内完成补选，确保董事 会及其专门委员会构成符合法律法规和《公司章程》的规定。 第四条 公司董事在任职期间出现下列情形之一的， ...