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 ...

Core Points - The document outlines the working rules for independent directors at Xianhe Co., Ltd, aiming to enhance corporate governance and ensure independent decision-making [1][2][3] - Independent directors are defined as those who do not hold other positions within the company and have no significant relationships that could affect their judgment [2][3] - The company is required to have at least three independent directors, making up no less than one-third of the board, including at least one accounting professional [2][4] Summary by Sections General Provisions - The rules are established to improve the governance structure of Xianhe Co., Ltd and to regulate the behavior of independent directors [1][2] - Independent directors owe a duty of loyalty and diligence to the company and all shareholders, and must act independently without influence from major shareholders or actual controllers [2][3] Qualifications of Independent Directors - Independent directors must meet various legal and regulatory requirements, including those set by the Company Law and the China Securities Regulatory Commission [5][6] - Candidates must possess relevant experience and knowledge, including at least five years in legal, accounting, or economic fields [6][7] Nomination, Election, and Replacement of Independent Directors - The board or shareholders holding more than 1% of shares can nominate independent director candidates, who must be approved by the shareholders' meeting [11][12] - Independent directors serve a term aligned with other board members, with a maximum continuous service of six years [8][9] Responsibilities and Performance of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [18][19] - They must maintain independence and can request external audits or consultations when necessary [19][20] Support for Independent Directors - The company must provide necessary working conditions and support for independent directors to fulfill their duties effectively [38][39] - Independent directors are entitled to equal access to information and resources as other board members [39][40] Compensation and Insurance - The company is responsible for covering costs related to the hiring of professional institutions by independent directors and must provide appropriate compensation [26][42] - A liability insurance system for independent directors may be established to mitigate risks associated with their duties [26][42]

期货日报网讯（记者 杨美）期货日报记者近日从河北证监局获悉，7月25日，由河北省上市公司协会主 办、河北资本市场之家协办、深圳市全景网络有限公司支持的"河北上市公司审计委员会专题培训"成功 在石家庄举办。本次培训采取"线上+线下"的方式进行，82家河北上市公司审计委员会成员、董事会秘 书330余人参加。 中国上市公司协会资深专家结合履职典型案例，对《上市公司审计委员会工作指引》的起草背景、框架 结构、具体内容等方面进行系统解读，深入剖析审计委员会履职的关键要点与实践经验。北京国家会计 学院教授、中国上市公司协会独立董事专业委员会委员从对审计委员会定位的思考、给会计专业独立董 事的履职建议以及个人履职经验的分享交流等方面进行了分享。 此次培训邀请了中国上市公司协会资深专家，以及北京国家会计学院教授、中国上市公司协会独立董事 专业委员会委员进行专题授课。 与会代表普遍反映，根据新《公司法》规定，上市公司不再设监事会，审计委员会行使监事会的职权。 值此上市公司治理结构重大变革之际，本次培训的举办恰逢其时，对上市公司内部监督机构实现稳妥有 序过渡具有重要作用。此次培训为新形势下审计委员会委员精准把握监管要求、提升履职 ...

国机重型装备集团股份有限公司 会 议 国机重型装备集团股份有限公司 2025 年第三次临时股东大会会议材料 国机重型装备集团股份有限公司 会议时间：2025 年 8 月 11 日 会议地点：国机重型装备集团股份有限公司第三会议室 （四川省德阳市珠江东路 99 号） 五、签署会议决议及会议记录 材 料 二〇二五年八月十一日 四川·德阳 国机重型装备集团股份有限公司 2025 年第三次临时股东大会会议材料 - 2 - 国机重型装备集团股份有限公司 2025 年第三次临时股东大会会议材料 议案一 关于修订公司章程的议案 各位股东、股东代表： 根据《中华人民共和国公司法》（2023 年修订），中国证监会、上海证券交易 所于 2025 年修订印发了《上市公司章程指引》《上海证券交易所股票上市规则》 等系列配套管理制度。为落实上市公司监管最新要求，保障公司规范运作，结合监 事会改革要求以及公司内部管理实际，公司拟对《公司章程》进行修订（修订内容 详见公司 2025 年 7 月 25 日在上海证券报、中国证券报、证券时报、证券日报和上 海证券交易所网站：www.sse.com.cn 披露的《国机重装关于修订公司章程的公告》 ...

Core Viewpoint - The training on the "Audit Committee of Listed Companies in Hebei" is crucial for enhancing the governance structure of listed companies, especially in light of the new Company Law which abolishes the supervisory board, transferring its responsibilities to the audit committee [1][2]. Group 1: Training Overview - The training was held on July 25 in Shijiazhuang, organized by the Hebei Listed Companies Association, with participation from over 330 members of audit committees and board secretaries from 82 listed companies [1]. - The training utilized a hybrid format of online and offline participation, featuring experts from the China Listed Companies Association and professors from the National Accounting Institute of Beijing [1]. Group 2: Key Insights from Experts - A senior expert from the China Listed Companies Association provided a systematic interpretation of the "Guidelines for the Work of Audit Committees," focusing on the background, structure, and key points of the audit committee's responsibilities [2]. - The professor from the National Accounting Institute shared insights on the positioning of audit committees and offered suggestions for independent directors in accounting, emphasizing the importance of practical experience [2]. Group 3: Importance of Audit Committees - The audit committee serves as a critical link between the board of directors, internal audit, and external audit, playing a vital role in ensuring the quality of financial information and protecting investors' rights [1]. - The training emphasized five key responsibilities for audit committees: enhancing responsibility awareness, focusing on core duties, ensuring audit independence, strengthening professional learning, and reinforcing supervision and accountability [1]. Group 4: Impact on Corporate Governance - The training is timely, providing essential guidance for the smooth transition of internal supervisory mechanisms in listed companies following significant changes in governance structure [2]. - It aims to clarify the responsibilities and boundaries of audit committee members, enhancing their understanding of supervisory duties and operational effectiveness, thereby fostering a more transparent and efficient corporate governance ecosystem in Hebei [2].

Core Insights - The report highlights the significant role of CFOs in listed companies, with the total compensation for CFOs in A-shares reaching 4.27 billion yuan in 2024, averaging 814,800 yuan per year [1] - The average age of CFOs in the machinery and equipment sector is approximately 47.37 years, with the oldest being 67 years and the youngest at 29 years [1] - The highest-paid CFO in 2024 is Liu Hua from Sany Heavy Industry, earning 4.51 million yuan, while the lowest is Wang Zhigang from Tiandi Technology at 94,100 yuan [1] - Among CFOs with lower education levels, six have salaries exceeding 1 million yuan, with Ren Huiling from Zhongji United earning 2.84 million yuan, ranking fourth in the industry [3][4] Industry Overview - The average salary for CFOs in the machinery and equipment sector is about 642,300 yuan, with significant disparities in compensation [1] - The educational background of CFOs shows that 57% hold a bachelor's degree, while 26% have a master's degree or higher, indicating a relatively low level of higher education compared to other industries [1] - The governance structure within companies is highlighted by the case of Xiao Yonglin from Haoshi Electromechanical, whose salary increased by 109% to 1.24 million yuan in 2024 despite previous compliance issues [5][6][8] - Xiao's case illustrates the potential conflicts of interest and governance challenges, as he was involved in multiple compliance violations while maintaining a close relationship with the company's controlling shareholder [8][9]

Core Viewpoint - The article discusses the recent public consultation by the China Securities Regulatory Commission (CSRC) on the revised draft of the "Corporate Governance Code for Listed Companies," aimed at enhancing the responsibilities of key stakeholders and improving corporate governance standards in response to evolving market conditions [1][4]. Group 1: Background of the Revision - The current governance code has played a significant role in promoting modern corporate governance and improving the operational standards of listed companies since its initial release in 2002 and subsequent revisions [4]. - The revision is driven by the need to strengthen the responsibilities of directors, senior management, and controlling shareholders to prevent abuse of power that could harm the interests of the company and its shareholders [4]. Group 2: Main Revision Contents - **Management of Directors and Senior Management**: The revision clarifies the qualifications for directors and senior management, detailing their duties and responsibilities, including the need for transparency in conflicts of interest and decision-making processes [5]. - **Incentive and Constraint Mechanisms**: Companies are required to establish a remuneration management system that aligns the compensation of directors and senior management with company performance, promoting value creation [5]. - **Regulation of Controlling Shareholders**: The revision imposes stricter regulations on controlling shareholders to prevent significant adverse impacts on the company, enhancing transparency in related party transactions [6]. Group 3: Implementation and Compliance - The revised code emphasizes the need for companies to align with existing laws and regulations, ensuring that governance practices are consistent with the broader legal framework [6]. - It also highlights the importance of independent directors and specialized committees within the board to enhance oversight and accountability [6].

Core Viewpoint - The China Securities Regulatory Commission (CSRC) is revising the "Corporate Governance Guidelines" to enhance the governance level of listed companies and regulate the behavior of directors, senior management, controlling shareholders, and actual controllers [1][2]. Summary by Sections Revision Objectives - The current "Governance Guidelines" operate within the framework of the Company Law, aiming to establish a modern enterprise system and improve the governance structure of listed companies [2]. - The revision focuses on several key areas to enhance governance and operational standards [2]. Key Areas of Revision - **Regulation of Directors and Senior Management**: The revision aims to comprehensively regulate the appointment, performance, and departure of directors and senior management, ensuring they fulfill their duties faithfully and diligently [2]. - **Incentive and Restraint Mechanisms**: Companies are required to establish a compensation management system that aligns the remuneration of directors and senior management with the company's operational performance and individual achievements, promoting better alignment of interests [2]. - **Regulation of Controlling Shareholders and Actual Controllers**: The revision imposes strict limitations on potential adverse impacts from competing businesses and enhances the responsibilities and decision-making requirements for related party transactions [2]. - **Coordination with Other Regulations**: The guidelines will be aligned with other regulations such as the Securities Law and the Management Measures for Independent Directors of Listed Companies, improving the coherence of rules regarding shareholder rights and the responsibilities of board committees [2]. Public Feedback - The CSRC welcomes feedback from all sectors of society and will consider these opinions for further revisions before final implementation [3].

Core Viewpoint - The China Securities Regulatory Commission (CSRC) is proposing revisions to the Corporate Governance Code to enhance the governance level of listed companies and regulate the behavior of directors, senior management, controlling shareholders, and actual controllers [1][2]. Group 1: Revisions to the Corporate Governance Code - The revisions focus on four main areas: improving the management system for the appointment, performance, and departure of directors and senior management [2]. - The qualifications for directors and senior management will be clarified, and the responsibilities of the nomination committee will be defined to prevent unqualified individuals from holding positions [2]. - The obligations of directors and senior management regarding loyalty and diligence will be detailed, with enhanced disclosure requirements for conflicts of interest and decision-making processes [2]. - The management of departures of directors and senior management will be strengthened, including accountability measures for post-departure responsibilities [2]. Group 2: Incentive and Restraint Mechanisms - Listed companies will be required to establish a remuneration management system that aligns the compensation structure and levels of directors and senior management with company performance [2]. - The remuneration of directors and senior management must be linked to both company and individual performance to encourage value creation [2]. - Mechanisms for the recovery of remuneration and deferred payment systems will be improved to enhance accountability [2]. Group 3: Regulation of Controlling Shareholders and Actual Controllers - The revisions will impose strict limitations on competitive behaviors that could adversely affect listed companies, with increased transparency requirements for non-material competitive activities [2]. - The requirements for the board of directors regarding the identification and review of related party transactions will be further refined [2]. Group 4: Integration with Existing Regulations - The revisions will ensure alignment with the Securities Law regarding the public solicitation of shareholder rights [3]. - Responsibilities of the nomination committee and remuneration assessment committee will be updated according to the Independent Director Management Measures [3]. - Improvements will be made to voluntary information disclosure and the publication of sustainability reports in accordance with the Information Disclosure Management Measures [3].

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has revised the "Corporate Governance Guidelines for Listed Companies" to enhance governance standards and regulate the behavior of key stakeholders, including directors and senior management [1][4]. Group 1: Governance Structure Enhancements - The new guidelines focus on improving the management system for directors and senior executives, including their qualifications and responsibilities [2][3]. - There are stricter requirements for disclosing conflicts of interest and competitive behavior among directors and senior management [2][3]. - The guidelines emphasize the need for companies to establish a sound remuneration management system that aligns executive pay with company performance [2][6]. Group 2: Regulation of Major Shareholders and Actual Controllers - The revised guidelines impose stricter regulations on major shareholders and actual controllers to prevent actions that could harm the interests of listed companies [3][6]. - Enhanced scrutiny of related party transactions is mandated, requiring boards to better identify and review such transactions [3][6]. Group 3: Accountability and Performance Linkage - The guidelines require that executive compensation be tied to both company and individual performance, with provisions for clawback in cases of financial restatements or misconduct [6][8]. - There is a clear expectation for key stakeholders to act diligently in safeguarding the interests of the company and minority shareholders [4][5]. Group 4: Market Impact and Future Outlook - The revisions are seen as a step towards improving the overall governance framework, which is expected to enhance the quality of listed companies and boost investor confidence [7][8]. - The guidelines align with broader regulatory reforms aimed at strengthening corporate governance and protecting investor interests [7][8].