永辉超市股份有限公司 独立董事工作制度 （2025年8月修订） 第一章 总则 独立董事应当独立履行职责，不受公司及其主要股东、实际控制人等单位或 者个人的影响。 第三条 独立董事应当确保有足够的时间和精力有效履行职责，原则上最多在三家境 内上市公司兼任独立董事。 第四条 公司独立董事占董事会成员的比例不得低于三分之一，且至少包括一名会计 专业人士。 （五）具有良好的个人品德，不存在重大失信等不良记录； （六）法律、行政法规、中国证监会规定、上海证券交易所业务规则和公司 章程规定的其他条件。 独立董事应当持续加强证券法律法规及规则的学习，不断提高履职能力。 第一条 为完善永辉超市股份有限公司(以下简称"公司")的治理结构, 促进公司依法 规范运作, 充分发挥独立董事在上市公司治理中的作用维护公司和投资者 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 市公司治理准则》《上市公司独立董事管理办法》《上海证券交易所股票上 市规则》(以下简称"《上市规则》")、《上海证券交易所上市公司自律监管 指引第1号——规范运作》及《永辉超市股份有限公司章程》(以下简称"《公 司章程》")等相关法律、法规 ...

Group 1 - The board of directors of Jiangsu Tunan Alloy Co., Ltd. held its sixth meeting on August 15, 2025, with all seven directors present, including one via telecommunication [1][2][3] - The meeting was conducted in compliance with relevant laws and regulations, ensuring its legality and effectiveness [2][3] - The board approved the 2025 semi-annual report and its summary, confirming that the report accurately reflects the company's operational status without any false statements or omissions [3][4] Group 2 - The company proposed a cash dividend plan for the first half of 2025, amounting to RMB 39,553,150.00 (including tax), which represents 42.55% of the net profit attributable to shareholders [3][4] - The board believes that the profit distribution plan aligns with legal regulations and the company's development stage, ensuring reasonable returns for investors [4] Group 3 - The board plans to revise 29 governance documents and create 2 new governance documents to enhance operational standards and governance structure [5] - The board requested authorization from the shareholders' meeting to handle the necessary filings with market supervision authorities, with the authorization valid until the completion of the relevant procedures [5] Group 4 - The board proposed to hold the first extraordinary shareholders' meeting of 2025 on September 2, 2025, to discuss certain agenda items requiring special resolutions [7][8]

二、为保证股东大会的严肃性和正常秩序，除出席会议 的股东（含股东代表或股东委托的代理人，下同）、公司董 事、监事、高级管理人员、公司聘请的律师及董事会邀请的 人员外，公司有权依法拒绝其他人员进入会场。 中国三峡新能源（集团）股份有限公司 会 议 材 料 中国三峡新能源（集团）股份有限公司 二〇二五年八月 三、审议议案 （二）关于修订公司《股东会议事规则》《董事会议事规则》的 会议议程 会议时间：2025 年 8 月 22 日（星期五）上午 10:00 会议地点：北京市通州区粮市街 2 号院成大中心 5 号楼 见证律师：北京市中伦律师事务所 会议安排： 一、参会人签到、股东进行发言登记（09:00-09:50） 二、主持人宣布会议开始 三、主持人向大会报告出席会议的股东人数及其代表 的股份数 四、推选计票人、监票人 五、审议议案 （一）关于修订《公司章程》的议案 （二）关于修订公司《股东会议事规则》《董事会议事 规则》的议案 六、股东发言 七、股东投票表决 八、统计表决票 九、工作人员宣读股东大会现场表决结果 十、见证律师宣读法律意见书 十一、现场会议结束 会议须知 为了维护全体股东的合法权益，确保股东大会的正 ...

Group 1 - The core viewpoint of the news is the ongoing supervisory training conducted by Dongfang Securities for Haimer Technology (Group) Co., Ltd. in accordance with relevant regulations and guidelines for the year 2025 [1][2] - The training covered key rules such as the Shenzhen Stock Exchange's Growth Enterprise Market Stock Listing Rules (2025 Revision) and self-regulatory guidelines for listed companies, focusing on corporate governance, information disclosure, and the proper use of raised funds [1][2] - The training aimed to enhance the understanding of the actual controller, directors, senior management, and securities affairs representatives regarding the regulations set by the China Securities Regulatory Commission and the Shenzhen Stock Exchange [2] Group 2 - The training was prompted by the completion of the share transfer from the original controlling shareholder, Shandong New Journey Energy Co., Ltd., to the new actual controller, Fan Zhonghua, which necessitated a focus on the behavior norms of the new controlling shareholder [2] - The training was deemed successful, achieving its intended goals and resulting in a better understanding of the compliance requirements for listed companies among the training participants [2]

Core Viewpoint - The controversy surrounding the salary proposal of Yoon Yong-jo, chairman of the robotics company Berante, highlights the increasing scrutiny of executive compensation in loss-making companies amid regulatory reforms aimed at improving corporate governance [1][5][12]. Group 1: Salary Proposal and Board Rejection - Yoon Yong-jo proposed a fixed monthly salary of 2 million yuan and an annual bonus based on "company profit - 1 yuan," which was rejected by the board [1][3]. - The board's rejection was influenced by the company's current loss status, with directors arguing that salary increases should only be considered after the company returns to profitability [3][5]. Group 2: Financial Performance - Berante's financial performance has been declining, with a reported revenue of 177.36 million yuan in the first half of 2025, a decrease of 17.84% year-on-year, and a net loss of 39.42 million yuan [4][3]. - The company has faced significant losses in recent years, with net profits of -125.39 million yuan in 2023 and -55.47 million yuan in 2022 [2][3]. Group 3: Regulatory Context - The controversy occurs against the backdrop of the China Securities Regulatory Commission's new guidelines aimed at tightening executive compensation structures, particularly for loss-making companies [5][7]. - The revised corporate governance guidelines emphasize that executive compensation should align with company performance and sustainability, particularly for companies reporting losses [7][12]. Group 4: Shareholder Concerns and Governance Issues - Shareholders, particularly minority shareholders, have expressed concerns over governance issues, including the perceived self-serving nature of Yoon Yong-jo's salary proposal [8][9]. - A significant shareholder has called for amendments to the company's articles of association to restore normal governance structures and address the concentration of power within the company [8][9]. Group 5: Historical Context and Company Background - Berante, founded in 2008, has faced challenges in recent years, including being delisted from the New Third Board due to audit issues [10]. - The company has a history of receiving "unable to express an opinion" audit reports, which has severely impacted its market reputation and operational performance [10].

Core Viewpoint - The company Dongfang Yuhong has been involved in non-operational fund occupation amounting to 69.5 million yuan, which was not disclosed in a timely manner, leading to regulatory actions against its executives [1] Group 1: Company Actions and Responses - Dongfang Yuhong provided funds to its actual controller Li Weiguo through various means, constituting non-operational fund occupation [1] - The company announced plans to improve its internal control system, establish a sound internal supervision mechanism, and enhance fund management practices [1] - The company aims to strengthen compliance with relevant laws and regulations to improve the quality of financial accounting and information disclosure [1] Group 2: Regulatory Environment - The Beijing Securities Regulatory Bureau issued warning letters to the company and its executives, including Chairman Li Weiguo and General Manager Zhang Zhiping, and recorded these actions in their integrity files [1] - The Shenzhen Stock Exchange issued a regulatory letter and publicly criticized the company for its actions [1] - Multiple listed companies have faced regulatory penalties this year for issues related to fund occupation and information disclosure violations, indicating a tightening regulatory environment [1]

Core Viewpoint - Regulatory authorities are intensifying scrutiny on non-operational fund occupation and related violations among listed companies, aiming to enhance corporate governance and protect investor interests [1][2][3]. Group 1: Regulatory Actions - Beijing Oriental Yuhong Waterproof Technology Co., Ltd. received warnings from the Beijing Securities Regulatory Bureau and the Shenzhen Stock Exchange for non-operational fund occupation and financial irregularities [1]. - Nearly 40 companies have faced penalties this year due to fund occupation, with significant cases involving undisclosed non-operational fund occupation by related parties [2]. - Regulatory measures include administrative penalties and warnings, with a focus on improving corporate governance and compliance with fundraising regulations [1][4]. Group 2: Fund Occupation Issues - The primary reasons for penalties include undisclosed non-operational fund occupation by related parties and large-scale fund occupation by controlling shareholders [2]. - Companies like Weichuang Group and *ST Huamei have faced fines and corrective measures for failing to disclose fund occupation in a timely manner [2]. - The regulatory framework has been strengthened to prevent fund occupation and ensure proper use of raised funds, with new rules emphasizing transparency and accountability [3][4]. Group 3: Corporate Governance - Good corporate governance is essential for high-quality listed companies, ensuring decision-making transparency and protection of shareholder rights [5]. - The China Securities Regulatory Commission (CSRC) has introduced new guidelines to enhance governance standards, including restrictions on controlling shareholders' access to company assets [3][4]. - Analysts emphasize the need for improved governance capabilities among management and the importance of independent directors and auditors in maintaining market confidence [5].

Core Viewpoint - The training management system for directors and senior management of Beijing Yanjing Beer Co., Ltd. aims to enhance compliance, governance, and operational standards through structured training programs based on relevant laws and regulations [1][2]. Group 1: Training Objectives and Applicability - The purpose of the training is to strengthen self-discipline and improve corporate governance by ensuring that directors and senior management understand relevant laws and regulations [1][2]. - The training applies to all directors and senior management, including the chairman, vice-chairman, general manager, and other key positions, with the possibility of including other management personnel as needed [1][2]. Group 2: Training Content and Requirements - Training for the chairman and general manager includes understanding capital market conditions, disclosure requirements, governance principles, and the latest policies on financing and mergers [2][3]. - Directors (excluding independent directors) will focus on the legal framework of listed companies, their rights and responsibilities, and policies on related transactions and refinancing [2][3]. - Independent directors will be trained on the latest laws, accounting standards, and their specific rights and responsibilities [2][3]. - The chief accountant's training will cover the legal framework, accounting standards, and disclosure rules for public offerings [3]. - The board secretary's training will include governance frameworks, responsibilities, and operational practices related to refinancing and mergers [3]. Group 3: Training Organization and Format - Training will consist of both external and internal sessions, with external training organized by regulatory bodies like the China Securities Regulatory Commission (CSRC) [3][4]. - Internal training will be organized by the board office or through hired intermediaries, ensuring that all directors and senior management participate in required training [4][5]. Group 4: Training Management - The board office is responsible for managing training records, ensuring attendance, and maintaining training archives for all directors and senior management [5][6]. - Directors and senior management are required to participate in at least one CSRC-organized training within their first year of service [5][6]. - The board secretary must pass a qualification exam and participate in ongoing training every two years [6]. Group 5: Financial Responsibility and Implementation - The company will cover all costs related to training, including fees and travel expenses incurred during participation in regulatory training [7]. - The training management system will be effective upon approval by the board and will be subject to updates as necessary [7].

Core Viewpoint - The introduction of the "Management Rules for Publicly Raised Securities Investment Fund Managers Participating in Listed Company Governance" marks a significant reform in China's capital market, aiming to enhance the governance of listed companies through active participation of fund managers [1][6]. Group 1: Regulatory Framework - The new rules consist of 6 chapters and 27 articles, outlining the methods and processes for fund managers to engage in corporate governance [1]. - The rules are a key supporting system for the "Action Plan for Promoting High-Quality Development of Public Funds" released by the China Securities Regulatory Commission (CSRC) [1][6]. - The rules establish five fundamental principles for fund managers: prioritizing the interests of fund shareholders, avoiding control pursuits, preventing conflicts of interest, maintaining professional independence, and ensuring legal compliance [2]. Group 2: Institutional Requirements - Fund managers are required to enhance their internal governance frameworks, including developing policies for participating in corporate governance and establishing standards for such participation [3]. - Specific internal control measures must be implemented, including appointing dedicated personnel and potentially forming specialized teams for governance participation [3]. Group 3: Voting Obligations - Fund managers must actively exercise their voting rights, with mandatory conditions for exercising these rights when their managed funds hold 5% or more of a company's circulating shares [4]. - The rules specify thirteen critical matters for which fund managers must vote, transforming voting from an optional to a mandatory action in significant holdings [4]. Group 4: Information Disclosure - Fund managers are required to publicly disclose their voting activities annually by the end of April, detailing the companies, proposals, voting opinions, and reasons for their decisions [4][5]. - This disclosure aims to enhance transparency and accountability, allowing for broader oversight by fund shareholders and the public [4]. Group 5: Market Impact - The rules are expected to strengthen the role of institutional investors in corporate governance, aligning with practices in mature capital markets [6]. - The increase in equity fund size from 7 trillion yuan to 8.3 trillion yuan since September indicates a growing influence of public funds in corporate governance [6]. - The implementation of these rules is anticipated to foster a healthier shareholder structure and improve the overall governance of the capital market [7].

新经典文化股份有限公司 （以 下简称"《公司章程》"）的有关规定，结合公司实际情况，制定本规范。 第二条 控股股东是指持有公司股份占公司股本总额 50%以上的股东，或者 持有股份的比例虽然不足 50%，但依其持有的股份所享有的表决权已足以对股东 会的决议产生重大影响的股东。 实际控制人是指虽不是公司股东，但通过投资关系、协议或者其他安排，能 够实际控制、影响公司行为的自然人、法人或其他组织。 第二章 上市公司治理 第三条 控股股东、实际控制人应当遵守诚实信用原则，依法行使股东权利、 履行股东义务，不得隐瞒其控股股东、实际控制人身份，逃避相关义务和责任。 控股股东和实际控制人应当维护公司独立性，不得滥用股东权利、控制地位损害 公司和其他股东的合法权益，不得利用对公司的控制地位牟取非法利益。 控股股东、实际控制人行为规范 （2025 年 8 月修订） 第一章 总则 第一条 为了进一步规范新经典文化股份有限公司（以下简称"公司"）控 股股东、实际控制人行为，完善公司治理结构，保证公司规范、健康发展，根据 《中华人民共和国公司法》《中华人民共和国证券法》《上市公司治理准则》《上 海证券交易所股票上市规则》《上海证券交 ...