Core Viewpoint - The company emphasizes the importance of investor relations management to enhance communication with investors, protect their rights, and maximize company value and shareholder interests [1][4][10] Group 1: Objectives and Principles of Investor Relations Management - The basic principles of investor relations management include compliance with laws and regulations, creating opportunities for investor participation, and responding to investor feedback [1][2] - The purpose of investor relations management is to facilitate communication between the company and investors, thereby enhancing understanding and recognition of the company [1][3] Group 2: Communication and Interaction with Investors - The company aims to communicate with investors about its operational policies, financial performance, and new product developments [2][3] - Various communication methods include annual reports, performance briefings, roadshows, and one-on-one meetings to ensure equal treatment of all investors [4][5] Group 3: Responsibilities and Structure of Investor Relations Management - The company designates the board secretary as the head of investor relations management, responsible for organizing and implementing investor relations activities [3][4] - The investor relations department is tasked with timely and accurate information disclosure, responding to investor inquiries, and maintaining good public relations [3][5] Group 4: Information Disclosure and Compliance - The company must disclose significant information in a timely manner and avoid selective disclosure to ensure fairness [1][6] - In case of major events, the company is required to hold investor briefings and provide comprehensive information to all investors [6][8] Group 5: Handling Investor Complaints and Feedback - The company is responsible for addressing investor complaints and must establish a mechanism for handling investor requests effectively [10][10] - The company should maintain records of investor interactions and ensure that all communications are documented and stored for at least three years [7][10]

Core Viewpoint - The article outlines the decision-making procedures and principles for major business and investment decisions at 日禾戎美股份有限公司, emphasizing the need for compliance with laws, strategic alignment, resource allocation, and risk control [1][2]. Decision-Making Principles - The company adheres to national laws and regulations, aligns with national industrial policies, enhances competitive capabilities, rationally allocates resources, and strengthens risk management [1]. - A layered decision-making system involving the shareholders' meeting, board of directors, and general manager is implemented [1]. Decision-Making Scope - Major investment and operational decisions include asset purchases or sales, external investments, financial assistance, guarantees, leasing, management contracts, asset donations, debt restructuring, R&D project transfers, licensing agreements, and other investment matters [1][5]. - Daily operational activities such as purchasing raw materials and selling products do not fall under these regulations [1]. Decision-Making Authority and Procedures - Investment projects must undergo feasibility analysis and evaluation by relevant departments, with proposals submitted to the general manager's office for approval before being presented to the board of directors and shareholders' meeting [3][4]. - Specific thresholds for requiring shareholder or board approval for investment decisions are established, including asset totals and profit impacts [5][6]. Financial Assistance and Contract Approvals - Financial assistance must be approved by a two-thirds majority of the board and is subject to specific conditions regarding the recipient's financial status [7]. - Major contracts related to daily operations must be submitted for board approval if they exceed certain financial thresholds [10]. Implementation and Supervision - The company ensures that investment decisions are executed according to the resolutions made by the shareholders' meeting and board of directors, with designated departments responsible for implementation [9][16]. - Regular reporting and monitoring of investment projects are mandated to ensure compliance and assess performance [17][18]. Miscellaneous Provisions - The document stipulates that any unresolved matters will be governed by national laws and the company's articles of association [8][10]. - The system will take effect upon approval by the shareholders' meeting [11].

Core Points - The company, Rumere Co., Ltd., was established based on the original Suzhou Rihorongmei Trading Co., Ltd. and is registered in Suzhou with a unified social credit code [2][3] - The company was approved by the China Securities Regulatory Commission to issue 57 million shares of ordinary stock to the public on August 2, 2021, and was listed on the Shenzhen Stock Exchange on October 28, 2021 [2][3] - The registered capital of the company is 227.9 million RMB [4] Company Structure and Governance - The company is a permanent corporation with independent legal status, and the chairman serves as the legal representative [4][5] - The company is governed by its articles of association, which are legally binding for the company, shareholders, directors, and senior management [4][5] - The company has established a Communist Party organization in accordance with the regulations of the Communist Party of China [4] Business Objectives and Scope - The company's business objectives include providing a better environment and platform for employees, better products and services for customers, and creating value for the company and its shareholders [4][5] - The business scope includes the design, processing, and sales of clothing, bags, leather products, shoes, crafts, toys, plastic products, and various other goods [5] Share Structure - The company has issued a total of 227.9 million shares, each with a par value of 1 RMB, all of which are ordinary shares [7] - The company can provide financial assistance for others to acquire its shares, but the total amount of such assistance cannot exceed 10% of the total issued capital [6][7] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including the right to request meetings and propose agenda items [14][19] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not misuse their rights to harm the company or other shareholders [19][20] Shareholder Meetings - The company holds annual shareholder meetings within six months after the end of the previous fiscal year, and special meetings can be called under certain conditions [48][49] - Shareholder meetings can be conducted in person or via electronic means, and all proposals must be fully disclosed in the meeting notice [25][32] Voting and Resolutions - Resolutions at shareholder meetings can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [80][81] - The company must ensure that voting on matters affecting minority investors is conducted separately and transparently [40]

Core Points - The company establishes a system for information disclosure to ensure legality, authenticity, accuracy, completeness, and timeliness, protecting investors' rights [1][2][3] - The system outlines the types of significant information that must be disclosed, including financial performance, mergers and acquisitions, and major contracts [1][3] - The company must ensure that all investors receive information simultaneously and maintain confidentiality among insiders before disclosure [2][3][4] Information Disclosure Principles - Information must be disclosed truthfully, accurately, and completely, without misleading statements or omissions [2][3] - The company can apply for exemptions from disclosure if it involves state secrets or commercial secrets that could harm the company or investors [3][4] - The company must disclose information in both Chinese and any foreign languages used, ensuring consistency between the two [4][5] Reporting Requirements - The company is required to submit periodic reports, including annual, semi-annual, and quarterly reports, within specified timeframes [5][6] - The annual report must include key financial data, stock and bond issuance details, and significant events affecting the company [6][7] - Any errors or misleading information in disclosed reports must be corrected promptly [7][8] Major Events Disclosure - The company must disclose significant events that could impact stock prices immediately upon knowledge of such events [8][9] - Major events include significant losses, changes in shareholder structure, and legal issues affecting the company [9][10] - The company must also disclose any developments related to previously disclosed major events that could affect stock prices [10][11] Responsibilities and Oversight - The board of directors and senior management are responsible for ensuring the accuracy and completeness of disclosed information [11][12] - The audit committee oversees the implementation of the disclosure system and ensures compliance with regulations [12][13] - The company must maintain strict confidentiality regarding undisclosed significant information and ensure proper management of disclosure documents [13][14]

Group 1 - The company establishes an Audit Committee to enhance internal auditing and risk control systems, ensuring the protection of the company and shareholders' rights [4][16] - The Audit Committee consists of three directors, with a majority being independent directors, and is responsible for reviewing financial information, supervising audits, and assessing internal controls [2][3] - The committee is tasked with reporting necessary measures or improvements to the board and providing recommendations [10][11] Group 2 - The committee's responsibilities include evaluating the effectiveness of internal controls, reviewing internal audit reports, and coordinating communication between management and external auditors [16][18] - The committee must approve significant financial disclosures and the hiring or dismissal of external auditors before submission to the board [6][7] - The committee is required to disclose its annual performance in the company's annual report, including meeting frequency and specific duties fulfilled [11][12] Group 3 - The company has established a Strategic Committee to ensure the appropriateness and feasibility of its development strategy and overall planning [16][19] - The Strategic Committee is responsible for researching and proposing recommendations on long-term strategies, major investments, and structural adjustments [18][19] - The committee's meetings can be convened as needed, with a requirement for a quorum of two-thirds of its members to be present [20][21] Group 4 - The company has set up a Nomination Committee to optimize the composition of the board and establish a sound nomination system for directors and senior management [26][29] - The Nomination Committee is responsible for proposing candidates for directors and senior management, ensuring compliance with relevant laws and regulations [30][31] - The committee's recommendations must be documented in the board's resolutions, including reasons for any non-acceptance [41][42] Group 5 - The company has created a Compensation and Assessment Committee to establish and regulate personnel compensation and assessment systems [40][41] - The committee is tasked with developing evaluation standards for directors and senior management, as well as reviewing compensation policies [42][43] - The committee's meetings require a majority presence of its members, and decisions must be made based on a majority vote [44][45]

Core Viewpoint - The company has established a comprehensive system for external guarantees to mitigate risks associated with such guarantees, ensuring compliance with relevant laws and regulations [1][6]. Group 1: Guarantee Principles - The company defines guarantees as responsibilities provided to third parties for their bank debts or other obligations, including various forms such as guarantees, mortgages, or pledges [1]. - All guarantees must be managed uniformly by the company, requiring approval from the board of directors or shareholders as per the company's articles of association [1][3]. - The total amount of external guarantees should not exceed 50% of the latest audited consolidated net assets [1][4]. Group 2: Approval Management - The board of directors must approve any external guarantees, requiring a two-thirds majority of attending directors [3][4]. - Guarantees exceeding certain thresholds, such as 50% of net assets or 30% of total assets, must be submitted for shareholder approval [4][5]. - Shareholders with a conflict of interest must abstain from voting on guarantee matters related to them [3][5]. Group 3: Risk Management - The company must conduct thorough due diligence on the financial and operational status of the parties for whom guarantees are provided [1][4]. - Independent opinions from financial advisors or auditors are required to assess the legality and potential risks of the guarantees [5]. - The company must maintain accurate records and regularly review the status of guarantees to ensure compliance and mitigate risks [5][6]. Group 4: Responsibilities and Accountability - Directors and senior management are held accountable for unauthorized guarantees that result in company losses [6]. - The company must take remedial actions if a guaranteed party fails to meet their obligations [6]. - Any breaches of the guarantee procedures may lead to legal consequences for responsible individuals [6].

Core Points - The document outlines the management structure and decision-making procedures for the company, emphasizing the roles and responsibilities of the General Manager and other senior management personnel [1][2][3] - It establishes qualifications and disqualifications for the position of General Manager, ensuring that individuals in this role meet ethical and professional standards [1][2] - The document details the powers and responsibilities of the General Manager, including the authority to manage daily operations and report to the Board of Directors [2][3] - It specifies the reporting obligations of the General Manager regarding significant contracts, financial situations, and operational changes [3][4] - The document includes provisions for the performance evaluation and compensation of the General Manager, linking it to company performance [6][7] Group 1: Management Structure - The company has a General Manager, several Vice General Managers, a Board Secretary, and a Chief Financial Officer [1] - The General Manager is responsible for daily operations and reports to the Board of Directors [1][2] - The appointment and dismissal of the General Manager must follow legal procedures and be documented in a contract [1][2] Group 2: Qualifications and Disqualifications - The General Manager must possess professional ethics and business competence [1] - Specific disqualifications include criminal convictions, bankruptcy responsibilities, and being listed as a dishonest debtor [1][2] Group 3: Powers and Responsibilities - The General Manager has the authority to implement the Board's decisions, manage the company's operations, and propose appointments for senior management [2][3] - Responsibilities include reporting on significant contracts, financial performance, and market conditions [3][4] Group 4: Reporting Obligations - The General Manager must report to the Board on major contracts, financial situations, and any significant operational changes [3][4] - Immediate reporting is required in cases of legal issues or significant financial distress [3][4] Group 5: Performance Evaluation and Compensation - The Board is responsible for evaluating the General Manager's performance [6] - Compensation is linked to both company performance and individual achievements [6][7]

Core Points - The company emphasizes the importance of accurately disclosing the actual use of raised funds and ensuring their safety and effectiveness [1][4][6] - The management of raised funds must comply with national industrial policies and relevant laws, primarily focusing on enhancing the company's competitiveness and innovation capabilities [2][6] - Any changes in the use of raised funds require approval from the shareholders' meeting and must adhere to information disclosure obligations [2][8] Fund Management and Use - The company must establish a dedicated account for raised funds, ensuring that these funds are not mixed with other funds or used for unauthorized purposes [9][10] - A tripartite supervision agreement must be signed with the sponsor institution and the commercial bank to oversee the use of raised funds [10][11] - The company is required to conduct a comprehensive review of the progress of investment projects every six months and disclose the findings in a special report [5][14] Fund Usage Restrictions - Raised funds should primarily be used for the main business and cannot be used for high-risk investments or financial investments [6][12] - If the actual investment progress deviates significantly from the planned investment, the company must explain the reasons and adjust the investment plan accordingly [14][31] - The company must ensure that raised funds are not misappropriated by controlling shareholders or related parties [6][12] Changes in Fund Use - Any change in the use of raised funds must be approved by the board of directors and the shareholders' meeting, with clear justifications provided [20][24] - The company must conduct feasibility analyses for new investment projects to ensure they have good market prospects and profitability [20][28] - The company must disclose any changes in the implementation location of investment projects and the reasons for such changes [20][29]

Core Points - The company establishes rules to regulate its behavior, enhance the efficiency of shareholder meetings, and protect the rights of shareholders, especially minority shareholders [1] - The rules are based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] Group 1: Shareholder Meetings - The company holds annual shareholder meetings once a year within six months after the end of the previous fiscal year, and temporary meetings are called as needed within two months of the occurrence of specific circumstances [2] - If the company cannot convene a shareholder meeting within the specified time, it must report to the local regulatory authority and the Shenzhen Stock Exchange, explaining the reasons and making an announcement [2] Group 2: Proposals and Notifications - Independent directors can propose to convene a temporary shareholder meeting, and the board must respond within ten days of receiving the proposal [3] - The board must notify shareholders of the meeting within five days if it agrees to convene a temporary meeting [3] Group 3: Rights of Shareholders - Shareholders holding 10% or more of the company's shares can request the board to convene a temporary meeting, and the board must respond within ten days [5] - If the board does not respond or refuses to convene the meeting, shareholders can request the audit committee to convene the meeting [5] Group 4: Meeting Procedures - The company must strictly follow legal and regulatory requirements when convening shareholder meetings to ensure shareholders can exercise their rights [4] - Legal opinions must be obtained on the legality of the meeting's procedures, the qualifications of attendees, and the validity of voting results [4] Group 5: Voting and Resolutions - Shareholder meetings can adopt ordinary resolutions with more than half of the voting rights present and special resolutions with two-thirds of the voting rights present [49] - The company must implement resolutions regarding profit distribution or capital increase within two months after the meeting [54] Group 6: Record Keeping - Meeting records must include details such as the time, location, agenda, and the number of shareholders present, and must be kept for at least ten years [17][18]

Core Points - The article outlines the governance structure and requirements for independent directors at Rihorongmei Co., Ltd, emphasizing the importance of independence and qualifications for effective oversight [4][12][22] Group 1: Independent Director Qualifications - Independent directors must have a senior professional title in economic management and at least five years of full-time work experience in accounting, auditing, or financial management [3][4] - They should possess basic knowledge of listed company operations and be familiar with relevant laws and regulations [4][6] - At least one-third of the board members must be independent directors, including at least one accounting professional [4][6] Group 2: Independence Criteria - Independent directors must not hold any other positions within the company and should not have any direct or indirect interests that could affect their independent judgment [4][5] - Individuals with significant business relationships or who have held certain positions within the company or its major shareholders are prohibited from serving as independent directors [5][6] Group 3: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [14][15] - They have the authority to independently hire external consultants for audits or consultations and can propose the convening of shareholder meetings [15][19] Group 4: Election and Termination - Independent directors are nominated by the board or shareholders holding more than 1% of the company's shares and must be elected by the shareholders [8][9] - Their term coincides with that of other directors, with a maximum consecutive term of six years [11][12] Group 5: Reporting and Accountability - Independent directors must submit annual reports detailing their attendance at meetings, interactions with shareholders, and any significant issues encountered during their tenure [11][17] - They are required to disclose any dissenting opinions on board resolutions, ensuring transparency in decision-making [12][18]