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]

Core Points - The document outlines the regulations for related party transactions of Rihorongmei Co., Ltd, ensuring fairness, transparency, and protection of shareholder rights [1][2][3] - It defines related party transactions and the criteria for identifying related parties, including both legal entities and individuals [2][3] - The pricing principles and decision-making authority for related party transactions are established, emphasizing market price adherence and necessary approvals based on transaction amounts [3][4][5] Group 1 - Related party transactions include various activities such as asset purchases, financial assistance, and management contracts [1][2] - The criteria for determining related parties include control, shareholding, and significant influence over the company [2][3] - The document specifies the decision-making process for approving related party transactions, including thresholds for board and shareholder approval [3][4][5] Group 2 - The pricing of related party transactions should follow market principles, and if market prices are unavailable, costs and industry profit margins should be considered [3][4] - The company must disclose related party transactions exceeding specified monetary thresholds, ensuring independent board approval [3][4][5] - Procedures for avoiding conflicts of interest during board and shareholder meetings are outlined, requiring related parties to abstain from voting [6][7][8]

Core Points - The company has established guidelines to enhance governance and ensure the effective operation of the board of directors [1][7] - The board secretary is responsible for managing information disclosure and acts as a liaison between the company and the Shenzhen Stock Exchange [1][3] - The guidelines outline the qualifications, appointment, and responsibilities of the board secretary [2][5][17] Group 1: General Provisions - The guidelines aim to ensure the board secretary performs duties diligently and maintains the rights of the company, shareholders, creditors, and employees [1] - The guidelines are based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][2] Group 2: Appointment and Qualifications - The board secretary must possess necessary professional knowledge and experience, and must not hold other positions in controlling shareholders or related enterprises [2][6] - The appointment of the board secretary must be completed within three months after the initial public offering or the departure of the previous secretary [2][5] Group 3: Responsibilities and Rights - The board secretary is responsible for coordinating information disclosure, managing investor relations, and ensuring compliance with relevant regulations [5][17] - The company must provide necessary working conditions for the board secretary to fulfill their duties effectively [6][19] Group 4: Miscellaneous Provisions - The guidelines will be implemented upon approval by the board and will be modified as necessary to comply with future laws and regulations [7][21] - The board is responsible for the formulation, modification, and interpretation of these guidelines [7][22]

Core Points - The company has established a system for managing insider information to ensure compliance with relevant laws and regulations, aiming to protect investors' rights and maintain fair information disclosure [1][2][3] - The board of directors is responsible for managing insider information, with the chairman being the primary responsible person [1][2] - The company defines insider information as any unpublicized information that could significantly impact the company's operations, finances, or stock prices [5][6] Group 1: Insider Information Management - The company must maintain accurate and complete records of insider information and its recipients, ensuring confidentiality and preventing insider trading [2][3] - The securities affairs department is tasked with the daily management of insider information, requiring approval from relevant department heads before any external reporting [2][3] - Insider information includes significant changes in business strategy, major asset transactions, important contracts, and any events that could materially affect the company's financial status [5][6][7] Group 2: Insider Information Recipients - Insider information recipients include company directors, senior management, and any personnel who may access insider information due to their roles [6][7] - Shareholders holding more than 5% of the company's shares, as well as external parties involved in significant transactions, are also considered insider information recipients [7][8] - The company must ensure that all insider information recipients are documented and that their information is kept up to date [8][9] Group 3: Record-Keeping and Reporting - The company is required to maintain a detailed record of insider information recipients, including their names, contact details, and the nature of their relationship with the company [9][10] - Records must be submitted to the Shenzhen Stock Exchange within five trading days after the public disclosure of insider information [9][10] - The company must also prepare a memorandum detailing the progress of significant matters, documenting each step and the individuals involved [9][10] Group 4: Confidentiality and Compliance - Insider information recipients are obligated to maintain confidentiality and are prohibited from disclosing or trading based on insider information before it is publicly disclosed [10][11] - The company must implement measures to limit the number of individuals who have access to insider information prior to its disclosure [10][11] - Any violations of insider information regulations will result in accountability measures, including potential termination and reporting to regulatory authorities [11][12]

Core Viewpoint - The company has established a set of regulations to prevent the controlling shareholders, actual controllers, and related parties from occupying company funds, ensuring the safety of the company's financial resources [1][2]. Group 1: Definitions and Scope - The term "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 the controlling shareholders [2]. - The regulations apply to the company and its subsidiaries included in the consolidated financial statements [1]. Group 2: Principles for Prevention - The company prohibits any fund occupation by controlling shareholders and related parties during operational transactions [6]. - Specific methods of fund provision to controlling shareholders and related parties are strictly forbidden, including covering expenses, lending funds, and issuing commercial acceptance bills without real transaction backgrounds [7]. Group 3: Responsibilities and Measures - The company emphasizes the need for a long-term mechanism to prevent non-operational fund occupation by controlling shareholders [10]. - The board of directors and the general manager are responsible for approving related transactions and ensuring compliance with established regulations [14]. Group 4: Accountability and Penalties - Violations of these regulations by controlling shareholders or related parties will result in compensation responsibilities and potential legal consequences for responsible individuals [20][22]. - The company will impose administrative and economic penalties on responsible parties if non-operational fund occupation negatively impacts the company [23][24]. Group 5: Implementation and Amendments - The regulations will be effective upon approval by the company's shareholders and will be subject to amendments by the board of directors [27].

Core Points - The document outlines the rules and procedures for the board of directors of 日禾戎美股份有限公司, aiming to enhance governance and decision-making efficiency [1][2][17] - The board consists of five directors, including two independent directors and one employee representative, and is accountable to the shareholders [12][11] - Directors are elected for a term of three years and can be re-elected, with specific conditions for resignation and replacement [4][9] Group 1: Board Structure and Responsibilities - The board must ensure compliance with laws and the company's articles of association, treating all shareholders fairly [1][2] - Directors are required to attend meetings in person or delegate their voting rights, with specific rules governing attendance and representation [24][25] - The board has the authority to make significant decisions regarding the company's operations, including financial planning, capital changes, and major acquisitions [12][13] Group 2: Meeting Procedures - Board meetings can be regular or temporary, with specific notice requirements for each type [18][21] - A quorum for meetings requires the presence of more than half of the directors, and decisions are made based on majority votes [28][43] - Detailed records of meetings must be kept, including attendance, agenda, and voting results, which are to be preserved for at least ten years [15][49] Group 3: Committees and Oversight - The board establishes specialized committees, including audit, nomination, compensation, and strategic committees, to enhance governance [15][3] - Committees are composed of directors, with independent directors holding a majority in certain committees [3][15] - The board is responsible for overseeing the implementation of its decisions and ensuring accountability among directors [10][50]

Core Viewpoint - The company establishes a comprehensive internal audit system to enhance internal control, promote economic management, and improve economic efficiency, in accordance with relevant laws and regulations [1][2]. Group 1: Internal Audit Framework - The internal audit system applies to all business segments related to financial reporting and information disclosure across the company's internal institutions, subsidiaries, and significant affiliates [1]. - Internal audit is defined as an evaluation activity conducted by the company's internal audit personnel to assess the effectiveness of internal controls, risk management, and the authenticity and completeness of financial information [1][2]. - The company’s board of directors is responsible for the establishment and effective implementation of the internal control system, ensuring the accuracy and completeness of related information disclosures [2][3]. Group 2: Audit Committee and Personnel - An audit committee is established under the board of directors, consisting entirely of directors who are not senior management, with a majority being independent directors [3][4]. - The internal audit department operates independently under the guidance of the audit committee and is responsible for daily audit management [3][4]. - Internal auditors must maintain independence and adhere to principles of objectivity, integrity, and confidentiality [3][4]. Group 3: Responsibilities and Authority - The audit committee supervises the internal audit department, reviews annual audit plans, and reports on audit progress and significant issues to the board [4][5]. - The internal audit department is tasked with evaluating the integrity and effectiveness of internal control systems and auditing the legality and authenticity of financial data [5][6]. - Internal auditors have the authority to request documents, inspect financial records, and investigate serious violations of financial regulations [6][7]. Group 4: Reporting and Disclosure - The internal audit department must report at least quarterly to the board or audit committee on audit plan execution and identified issues [5][6]. - An annual internal control evaluation report must be prepared by the board or audit committee based on the internal audit department's findings, including a declaration of the report's authenticity [8][9]. - The company is required to disclose the internal control self-evaluation report alongside its annual report [9][10]. Group 5: Management and Compliance - The company must establish a mechanism for incentivizing and monitoring the internal audit department's performance [10][11]. - Any significant issues identified in the internal audit process must be reported to the Shenzhen Stock Exchange, and appropriate actions must be taken against responsible individuals [10][11]. - Violations of the internal audit system may result in disciplinary actions against departments or individuals involved [11][12].

Core Viewpoint - The company held its third board meeting on August 3, 2025, where it approved several resolutions regarding amendments to its articles of association and the use of idle funds for cash management [1][2][3]. Group 1: Board Meeting Details - The board meeting was conducted via email, with all five directors present, and was chaired by Chairman Guo Jian [1]. - The meeting complied with relevant laws and regulations, including the Company Law of the People's Republic of China [1]. Group 2: Resolutions Passed - The board approved amendments to the company's articles of association in accordance with the new Company Law and other regulatory requirements [2][3]. - The board proposed to authorize the management to handle necessary business registration and filing procedures related to the amendments [1][2]. Group 3: Financial Management - The company plans to use up to RMB 400 million of idle raised funds and RMB 1.6 billion of idle self-owned funds for cash management, valid for 12 months from the approval date [3][4]. - The board also approved the permanent replenishment of working capital using RMB 162.416 million of remaining raised funds, ensuring that this does not affect the company's operational needs [4][5]. Group 4: Upcoming Shareholder Meeting - The company intends to hold its first extraordinary general meeting of 2025 on August 25, 2025, to further discuss the approved resolutions [5].