Core Viewpoint - The document outlines the major operational and investment decision-making management system of Xianhe Co., Ltd, emphasizing the need for a scientific, standardized, and transparent decision-making process to protect the interests of the company and its shareholders [1]. Group 1: General Principles - The management system aims to comply with national laws and regulations, align with the company's development strategy, and control risks through strict decision-making procedures [1]. - The company's departments are responsible for undertaking, verifying, implementing, and monitoring major operational decisions, while the management team oversees investment planning and monitoring [1]. Group 2: Decision-Making Scope - Major operational and investment matters covered by this system exclude daily business activities and include significant transactions as defined [2][3]. Group 3: Approval Authority and Procedures - Transactions meeting specific thresholds, such as exceeding 10% of the latest audited total assets or net assets, require board approval and timely disclosure [4]. - Transactions involving asset purchases, external investments, financial assistance, guarantees, and other significant activities are subject to these approval processes [4][5]. Group 4: Disclosure and Reporting - Certain transactions can be exempt from shareholder meeting approval but must still adhere to disclosure obligations [7]. - Transactions involving equity purchases or sales must disclose recent financial reports or asset evaluation reports as per the established guidelines [6][10]. Group 5: Execution and Supervision - The implementation of approved major operational and investment projects must be ensured through designated execution plans and financial arrangements [14]. - The company holds decision-makers accountable for significant economic losses resulting from decision-making errors or breaches of duty [30][31]. Group 6: Additional Provisions - The document specifies that the company must adhere to national laws and regulations, and any inconsistencies with these laws will necessitate revisions to the management system [36][37].

General Provisions - The company establishes an audit committee to enhance decision-making functions and improve corporate governance structure based on relevant laws and regulations [1][2] - The audit committee is composed of three independent directors who are not senior management, with an accounting professional serving as the chairperson [2][3] Responsibilities and Authority - The audit committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [7][8] - Key responsibilities include approving financial reports, hiring or dismissing external auditors, and overseeing changes in accounting policies [7][8] - The committee must ensure that external auditors operate independently and adhere to professional standards [3][4] Decision-Making Procedures - The audit committee meetings are held at least quarterly, with decisions requiring a majority vote from members present [8][9] - The committee can invite relevant personnel to meetings and must maintain confidentiality regarding discussed matters [10][9] Reporting and Disclosure - The audit committee must report its annual performance and activities to the board and disclose any significant issues found during audits [5][6] - If financial reports are found to contain false information, the committee must ensure timely disclosure and follow-up on corrective actions [5][6] Miscellaneous Provisions - The audit committee's operational guidelines are subject to national laws and regulations, and any conflicts with future regulations will necessitate amendments [10][10] - The interpretation rights of these guidelines belong to the company's board of directors [10]

General Principles - The purpose of the related party transaction management system is to ensure that transactions between the company and related parties are fair, just, and open, protecting the interests of the company and its shareholders, especially minority investors [1] - Related party transactions are defined as the transfer of resources or obligations between the company, its subsidiaries, and related parties [1] Scope of Related Parties and Transactions - Related parties include both legal entities and natural persons that have a special relationship with the company, which may lead to a tilt in the company's interests [2] - The types of related party transactions include but are not limited to asset purchases or sales, external investments, financial assistance, guarantees, leasing, and management of assets and businesses [3][4] Pricing Principles and Management - Related party transactions should follow pricing principles such as national pricing, market pricing, cost-plus pricing, and negotiated pricing [6] - The financial department of the company is responsible for tracking market prices and cost changes related to these transactions [7] Review Procedures and Disclosure - Transactions exceeding certain thresholds must be approved by a majority of independent directors and disclosed promptly [8][9] - For transactions over 30,000 yuan with natural persons or over 3 million yuan with legal entities, specific review and disclosure procedures are required [8][9] Board and Shareholder Meeting Procedures - Related directors must abstain from voting on transactions in which they have a conflict of interest, and decisions must be made by a majority of non-related directors [10] - Related shareholders must also abstain from voting on relevant transactions, ensuring that the decision-making process remains unbiased [11][12] Financial Assistance and Guarantees - The company is generally prohibited from providing financial assistance to related parties, with specific exceptions outlined for non-controlling related companies [12] - Guarantees provided to related parties require approval from a majority of non-related directors and must be disclosed to shareholders [13] Cumulative Calculations and Reporting - Related party transactions occurring within a 12-month period are to be cumulatively calculated for disclosure and approval purposes [14] - Daily related party transactions must be reported in annual and semi-annual reports, ensuring transparency in execution [16][17] Exemptions from Review and Disclosure - Certain transactions that provide unilateral benefits to the company without any obligations can be exempt from the review and disclosure process [20] - Transactions that meet specific criteria, such as receiving funds at market rates without guarantees, are also exempt [20] Record Keeping and Amendments - Records of related party transaction decisions must be maintained for a period of 10 years [26] - The management system can be amended by the board of directors and must be approved by the shareholders [28][29]

Core Points - The document outlines the work rules for the Secretary of the Board of Directors of Xianhe Co., Ltd, based on relevant laws and regulations [2][10] - The Secretary is a senior management position responsible for liaising with the Shanghai Stock Exchange and ensuring compliance with disclosure obligations [2][3] Section Summaries General Provisions - The rules are established in accordance with the Company Law, Securities Law, and other relevant regulations [2] - The Secretary is accountable to the Board and must adhere to the Company’s Articles of Association [2] Qualifications of the Secretary - The Secretary must possess necessary professional knowledge in finance, management, and law, and must have a qualification certificate issued by the Shanghai Stock Exchange [3] - Certain individuals are prohibited from serving as Secretary, including those under regulatory sanctions or with recent disciplinary actions [3] Responsibilities of the Secretary - The Secretary is responsible for managing information disclosure, investor relations, and organizing board and shareholder meetings [4][5] - The Secretary must ensure confidentiality of undisclosed significant information and report any leaks to the Shanghai Stock Exchange [4][5] - The Secretary is tasked with training board members and senior management on their disclosure responsibilities [4] Appointment and Dismissal - The Secretary is nominated by the Chairman and appointed by the Board, with clear grounds required for dismissal [6] - In case of vacancy, a temporary replacement must be appointed, and the Board must fill the position within a specified timeframe [7] Board Meeting Responsibilities - The Secretary must prepare for board meetings, ensure proper notification and documentation, and maintain accurate meeting records [8][9] - The Secretary is also responsible for announcing board resolutions and managing related documentation [8][9] Shareholder Meeting Responsibilities - The Secretary must prepare for shareholder meetings, verify the qualifications of attendees, and maintain order during the meetings [9] - Timely announcements of shareholder resolutions are also part of the Secretary's duties [9] Information Disclosure - The Secretary must ensure that information disclosure is truthful, timely, fair, and compliant with regulations [9][10] Miscellaneous - The Secretary must adhere to laws and company regulations and complete any assigned tasks from regulatory authorities [10]

Core Viewpoint - The article outlines the selection and appointment system for accounting firms at Xianhe 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 (including reappointment and replacement) of accounting firms to protect shareholder interests and enhance financial information quality [1]. - The appointment of accounting firms must be approved by the board's audit committee and subsequently by the board and shareholders [3][4]. - The audit fees for the accounting firms are determined by the shareholders' meeting [4]. Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess independent legal status and the necessary qualifications as per national regulations [6]. - Firms should have a fixed workplace, sound organizational structure, and robust internal management systems [6]. - The firms must be familiar with relevant financial laws and regulations and have a good reputation and record of audit quality [6]. Group 3: Selection and Reappointment Procedures - The audit committee of the board is responsible for the selection of accounting firms and must ensure the audit process is conducted properly [8]. - The selection process includes competitive negotiations, public selection, and invitation-based selection to ensure fairness [10][11]. - Evaluation criteria for accounting firms must include audit fees, qualifications, past performance, and quality management levels, with a minimum weight of 40% for quality management [11][12]. Group 4: Information Disclosure - The company must disclose information about the accounting firm, including service duration and audit fees, in annual financial reports [14]. - Annual evaluations of the accounting firm's performance and the audit committee's supervisory role must also be disclosed [14]. Group 5: Supervision and Penalties - The audit committee must report any violations of the selection system that lead to serious consequences to the board [31]. - Serious violations by accounting firms may result in their disqualification from future appointments [32][33].

Core Viewpoint - The article outlines the foreign exchange hedging management system of Xianhe Co., Ltd., aimed at standardizing the company's foreign exchange hedging operations and related information disclosure to mitigate foreign currency exchange rate risks and ensure asset safety [1][2]. Group 1: General Principles - The system applies to the foreign exchange hedging activities of the company and its subsidiaries, requiring that all hedging activities be approved by the company's decision-making bodies [2][4]. - Foreign exchange hedging activities are defined as measures taken to mitigate exchange rate risks through financial institutions, including but not limited to forward foreign exchange contracts, foreign exchange futures, swaps, options, and other derivatives [2][4]. - The company must adhere to national laws and regulations, as well as the internal management system when conducting foreign exchange hedging activities [2][4]. Group 2: Business Operation Principles - The company must conduct foreign exchange hedging activities based on legitimate, prudent, safe, and effective principles, avoiding speculative trading [4][5]. - Transactions are only permitted with financial institutions approved by the State Administration of Foreign Exchange and the People's Bank of China [4][5]. - The foreign exchange amounts involved in hedging must not exceed the actual foreign currency payment needs of the company [4][5]. Group 3: Approval Authority - All foreign exchange hedging activities, regardless of amount, require a feasibility analysis report to be submitted to the board of directors for approval [5][6]. - Specific conditions necessitate that certain transactions be submitted to the shareholders' meeting after board approval, particularly if the transaction value exceeds 50% of the company's latest audited net profit or 5 million RMB [5][6]. Group 4: Department Responsibilities and Internal Processes - The board of directors and shareholders' meeting are the decision-making bodies for foreign exchange hedging activities, while the general manager is responsible for approving specific transactions within the approved limits [7][8]. - The finance department is tasked with managing risks, planning, funding, and executing foreign exchange hedging operations [7][8]. - Internal audit is responsible for supervising the actual operations and financial outcomes of the hedging activities [7][8]. Group 5: Information Disclosure and Record Management - The company must disclose information regarding foreign exchange hedging activities in accordance with the regulations set by the China Securities Regulatory Commission and the Shanghai Stock Exchange [10]. - Records related to foreign exchange hedging must be maintained by the finance department for a minimum of 10 years [10].

Core Viewpoint - The internal audit management system of Xianhe Co., Ltd. aims to strengthen internal supervision and risk control, ensuring compliance with relevant laws and regulations while enhancing the effectiveness of internal audits [1][2]. Group 1: General Provisions - The internal audit system is established to enhance internal supervision and risk control based on various laws and regulations [1]. - The scope of the internal audit includes the company, its subsidiaries, and significant equity investees [1]. Group 2: Internal Audit Department Structure - The audit department is established under the board of directors and is responsible for reporting to the audit committee [2][4]. - The audit department must maintain independence and is not to be under the financial department's leadership [4]. Group 3: Responsibilities of the Audit Department - The audit department is responsible for evaluating the effectiveness of internal controls, financial information, and compliance with laws [6][11]. - The audit committee supervises and evaluates the internal audit work, including reviewing annual plans and reports [6][11]. Group 4: Internal Audit Work Content - Internal audit work includes financial audits, internal control audits, and special audits related to specific business matters [10][16]. - The audit department must conduct audits on significant transactions, including fundraising, asset purchases, and related party transactions [12][13]. Group 5: Audit Procedures and Documentation - The internal audit process involves planning, executing audits, and reporting findings to management and the audit committee [15][16]. - Audit documentation must be maintained for at least ten years, ensuring proper management and accessibility [26][27]. Group 6: Internal Control Evaluation - The audit department is responsible for the organization and implementation of internal control evaluations, which are reported to the board and disclosed publicly [29][30]. - The board must address any significant deficiencies in internal controls identified by external auditors [30][31].

Core Points - The article outlines the establishment and operational guidelines of the Strategic Committee of Xianhe Co., Ltd, aimed at enhancing the company's core competitiveness and decision-making processes [1][2] - The Strategic Committee is responsible for researching and proposing suggestions on the company's long-term development strategies and major investment decisions [1][2] Group 1: General Provisions - The Strategic Committee is established to adapt to the strategic development needs of the company and improve decision-making quality [1] - The committee consists of three members, all of whom are directors, and is chaired by the chairman of the board [2] Group 2: Responsibilities and Authority - The main responsibilities of the Strategic Committee include researching long-term development strategies, major investment financing plans, and significant capital operations [9] - The committee is accountable to the board of directors, and its proposals must be submitted for board review [10] Group 3: Decision-Making Procedures - An Investment Review Group may be established under the Strategic Committee to prepare for decision-making, led by the company's general manager [7][11] - The Investment Review Group is responsible for initial reviews and issuing project opinions, which are then submitted to the Strategic Committee [11][12] Group 4: Meeting Rules - The Strategic Committee holds at least one regular meeting annually, with additional meetings called as necessary [14][15] - A quorum for meetings requires the presence of at least two-thirds of the committee members, and decisions must be approved by a majority [17][21] Group 5: Miscellaneous Provisions - The guidelines take effect upon approval by the board of directors and are subject to amendments in accordance with national laws and regulations [26][27]

General Provisions - The purpose of the management rules is to enhance the institutionalization, standardization, and scientific management of the company's operations, ensuring the correctness and rationality of major operational decisions [1][2] - The company has one general manager appointed or dismissed by the board of directors, and one to ten deputy general managers nominated by the general manager and approved by the board [1][2] - The term for the general manager and deputy general managers is three years, with the possibility of reappointment [1][2] Responsibilities and Authority of the General Manager - The general manager is responsible for the daily operations and management of the company and must implement the resolutions of the board of directors [2][3] - The general manager has the authority to manage production operations, implement annual business plans, and propose internal management structures [2][3][4] - The general manager can authorize deputy general managers and other senior management to exercise relevant powers [4] Major Contracts and Transactions - The general manager can decide on significant contracts and transactions within the limits set by the board, including those involving assets below 10% of the company's audited total assets or net assets [3][4] - Specific thresholds for transactions include: asset net value below 10% of audited net assets or below 10 million yuan, and profit generated below 10% of the previous year's audited net profit or below 1 million yuan [3][4] Internal Management Responsibilities - The general manager is responsible for internal management matters, including the nomination of senior management and adherence to labor and safety regulations [4][5] - The general manager must report to the board on major contracts, fund utilization, and profit and loss situations, ensuring the authenticity of the reports [5][6] General Manager's Office Meetings - The general manager's office meetings are held monthly to discuss company operations and significant investment plans [6][7] - Meeting agendas include the implementation of board resolutions, financial plans, and management structure proposals [6][7] Documentation and Confidentiality - Meeting records must be maintained, including details such as attendees and main decisions made [7] - Confidential materials must be marked accordingly, and attendees are required to adhere to confidentiality protocols [7]

【品大事】 仙鹤股份：拟110亿元投建林浆纸用一体化高性能纸基新材料项目 仙鹤股份公告，公司拟投资约110亿元建设林浆纸用一体化高性能纸基新材料项目，其中一期投资约55 亿元，二期投资约55亿元，正式动工之日起计三年内实现一期投产。一期项目计划投资约55亿元，预计 年产值约51.5亿元，年税收约4.5亿元，提供就业岗位约2000人。二期项目将根据一期项目的实施情况， 参照市场形势和企业经营情况，适时投资建设。 8月6日晚间，沪深两市多家上市公司发布公告，以下是第一财经对一些重要公告的汇总，供投资者参 考。 中信证券公告，公司控股子公司华夏基金2025年上半年实现营业收入42.58亿元，净利润11.23亿元，综 合收益总额11.06亿元。截至2025年6月30日，华夏基金母公司管理资产规模为28512.37亿元。上述数据 为初步核算数据，未经会计师事务所审计，具体数据以公司2025年半年度报告中披露的数据为准。 百济神州：上半年净利润4.5亿元 同比扭亏为盈 百济神州公告，2025年半年度公司产品收入为173.60亿元，较上年同比上升45.8%；营业总收入175.18 亿元，较上年同比上升46.0%；归属于母公 ...