近日，某上市公司因股东会不合规收到证监局行政监管措施决定书和深交所监管函，公司及相关人员被 责令改正并记入诚信档案。此案再度引发市场对上市公司股东会程序正义问题的高度关注。 主要存在两大程序违规：一是在部分股东会审议关联交易议案时，关联股东未回避表决；二是部分股东 会计票人、监票人缺少律师和股东代表，个别审议事项由关联股东担任计票人。这两类情形均违反了股 东会程序正义的核心要求。 股东会程序正义，要求上市公司股东会的召集、召开、议事、表决和结果确认的整个过程都必须严格遵 循法律法规、公司章程及既定规则，确保所有股东能公平、公正、公开地行使权利，并保证最终形成的 决议能真实、准确反映全体股东的集体意志。它强调的是"过程"的公正性，而不仅仅是"结果"的合理 性。 股东会程序正义，是法治精神在公司治理领域的具体体现，或至少包含以下几方面要求，一是需遵守回 避制度的刚性约束。《上市公司股东会规则》（下称《规则》）第32条明确规定，"股东与股东会拟审 议事项有关联关系时，应当回避表决"，这是上市公司治理的基础性制度，是防范利益冲突的核心保 障。 总之，维护股东会程序正义具有非常重要的意义，从会前筹备到会后公告全流程都必 ...

Core Viewpoint - Shanghai Baoxin Software Co., Ltd. has revised its articles of association, detailing regulations on various aspects such as organization, shares, shareholders, and the board of directors, effective from October 10, 2025 [1] Company Basic Information and Purpose - Shanghai Baoxin Software Co., Ltd. was established in 1993 with a registered capital of RMB 2,883,803,858. The company aims to provide intelligent overall solutions and products based on self-controllable industrial software, promoting industry intelligence transformation and digital transformation [2] Share Issuance and Structure - The company has issued a total of 2,883,803,858 shares, with RMB ordinary shares accounting for 74.90% (2,159,953,874 shares) and domestic listed foreign shares making up 25.10% (723,849,984 shares). The company generally does not provide financial assistance for others to acquire its shares, except for employee stock ownership plans, with a cumulative total not exceeding 10% of the issued share capital [3] Share Capital Increase and Repurchase - The company can increase its capital based on operational needs through various methods, including issuing shares to unspecified or specific objects, distributing bonus shares, or converting reserves into share capital. The company must follow prescribed procedures to reduce registered capital and can repurchase its shares under specific circumstances [4] Share Transfer Restrictions - Shares can be transferred legally, but the company does not accept its shares as collateral. Shares issued before public offering cannot be transferred within one year of listing. There are restrictions on share transfers for directors and senior management during and after their tenure [5] Shareholder Rights and Obligations - Shareholders have rights and obligations based on their shareholding categories, including receiving dividends, participating in shareholder meetings, and supervising company operations. Shareholders can request a court to declare invalid or revoke resolutions made by the shareholder meeting or board of directors if they have objections [6] Shareholder Meeting Authority and Procedures - The shareholder meeting is the company's authority body, responsible for electing directors, reviewing profit distribution plans, and making decisions on significant company matters. Annual shareholder meetings are held once a year, while temporary meetings are convened within two months under specific circumstances, with detailed procedures for convening, proposing, notifying, and voting [7] Director and Board Responsibilities - Directors must be natural persons and cannot hold the position under specific circumstances. They are elected or replaced by the shareholder meeting for a term of three years, with obligations of loyalty and diligence to the company. Any income obtained in violation of regulations must be returned to the company, and they are liable for damages caused [8] Board Composition and Authority - The company has a board of directors consisting of 9 to 13 members, including one employee representative. The board is responsible for convening shareholder meetings, executing resolutions, and determining the company's operational plans, with established rules for decision-making and authority [10] Role of Independent Directors - Independent directors must maintain independence and fulfill responsibilities such as participating in decision-making, supervision, and providing professional advice. Certain matters require the approval of more than half of the independent directors before being submitted to the board for review [11] Other Important Regulations - The company has established regulations regarding party committee construction, senior management appointments and responsibilities, employee democratic management, financial accounting systems, profit distribution, auditing, and legal advisory systems to ensure standardized operations and sustainable development [12]

Core Viewpoint - Zhuhai Zhongfu Industrial Co., Ltd. has approved a new company charter at its 2025 second extraordinary general meeting, which details regulations on organizational structure, management, share issuance and transfer, and shareholder rights [1] Company Overview and Development History - Zhuhai Zhongfu was established in 1990 through a fundraising method and has undergone multiple restructurings, becoming a foreign-invested joint-stock company and a listed company [2] - The company initially issued 175,000 shares of RMB ordinary stock with a par value of 100 yuan, and in December 1996, it listed 28,875,000 RMB domestic shares on the Shenzhen Stock Exchange with a par value of 1 yuan [2] - The registered capital of the company is 1,285.70252 million yuan, located at No. 780, Lianfeng Road, Xiangzhou District, Zhuhai [2] Business Purpose and Scope - The company's business purpose is to adapt to market economic development through shareholding reform, transforming into an independent operating entity that creates satisfactory returns for shareholders [3] - The business scope includes licensed and general projects, covering food packaging, beverage production, mold manufacturing, and plans to expand into cross-provincial and international operations [3] Share Regulations - The company has issued a total of 1,285.70252 million shares, all of which are ordinary shares [4] - The company or its subsidiaries are generally prohibited from providing financial assistance for others to acquire its shares, with exceptions that limit total assistance to no more than 10% of the issued share capital [4] - The company can increase or decrease registered capital based on operational needs, and share repurchases must comply with specific conditions and procedures [4] Shareholders and Shareholders' Meeting - The company maintains a shareholder register based on securities registration and settlement institution certificates, with shareholders enjoying rights and obligations according to their shareholding categories [5] - The shareholders' meeting is the company's authority body, consisting of annual and extraordinary meetings, with the annual meeting held once a year and extraordinary meetings convened under specific circumstances [5] - The shareholders' meeting can make resolutions on various significant matters, with certain external guarantee actions requiring approval [5] Board of Directors - Directors are elected or replaced by the shareholders' meeting, serving a term of three years, with the possibility of re-election [6] - The board consists of six directors, including one chairman and one to two vice-chairmen, responsible for convening shareholders' meetings and executing resolutions [6] - The company has independent directors and specialized committees, with independent directors required to maintain independence, and the audit committee exercising supervisory functions [6] Senior Management - The company has one general manager and one to three deputy general managers, with appointments and dismissals decided by the board of directors [7] - The general manager is accountable to the board and exercises various production and operational management powers, needing to formulate work guidelines [7] Financial Accounting and Auditing - The company has established a financial accounting system and is required to submit and disclose annual and interim reports [8] - Profit distribution can be in cash, stock, or a combination of both, with at least one dividend distribution per year under certain conditions [8] - An internal audit system is implemented, with an accounting firm hired for auditing, and the hiring and dismissal are decided by the shareholders' meeting [8] Mergers, Divisions, and Other Matters - Mergers, divisions, capital increases, reductions, dissolutions, and liquidations must follow prescribed procedures, with creditors notified and announcements made during mergers or divisions [9] - The approval of the new charter will provide strong support for the standardized operation and long-term development of Zhuhai Zhongfu, helping the company better adapt to market changes and protect the legal rights of shareholders and other stakeholders [9]

Group 1: Corporate Governance and Board Matters - The board of directors has been overdue for re-election for over a year, with efforts made to address this issue [2] - A temporary shareholders' meeting is scheduled for September 19, 2025, to discuss the re-election of directors and supervisors [2] - The company is committed to complying with regulations and will disclose any significant matters as required [3] Group 2: Financial Performance and Market Confidence - The company is focused on improving operational efficiency and core competitiveness, particularly in the energy-saving and environmental protection sectors [3] - The stock price is influenced by various factors, including macroeconomic conditions and market sentiment [3] - The company plans to enhance its asset securitization rate and combine internal growth with external development to increase its value [2] Group 3: Internal Control and Risk Management - The company is currently addressing internal control issues that led to a negative opinion from its auditor regarding the 2024 financial report [4][7] - The company is implementing measures to rectify internal control and optimize business processes [5][6] - Monthly updates on the status of risk warnings will be provided during the period of risk warning implementation [7] Group 4: Future Outlook and Strategic Plans - The company is working on a "main business optimization transformation" and will report on its effectiveness in future financial disclosures [6] - There are ongoing discussions regarding the potential for stock repurchases by executives if confidence in the company's future develops [5][7] - The company aims to meet regulatory conditions for lifting risk warnings and will take necessary actions to address challenges [6][7]

Core Viewpoint - The article discusses the tumultuous journey of Baonian Life Insurance, highlighting its rapid growth, subsequent financial troubles, and governance issues, culminating in a collective lawsuit from former employees over unfulfilled equity incentive agreements [2][3][4]. Group 1: Company Background - Baonian Life Insurance was established in 2009 as the first domestic life insurance company in Northeast China, initially backed by local real estate firms [5]. - The company experienced a turnaround under Wanda Group's leadership, achieving a net profit of 0.32 billion yuan in 2015 after six years of losses, with cumulative profits exceeding 2.8 billion yuan over six years [6]. - However, the company faced significant challenges, including a drastic drop in net profit from 5.88 billion yuan in 2022 to a loss of 2.71 billion yuan, alongside a surge in policy surrenders [6][10]. Group 2: Governance and Legal Issues - A collective lawsuit involving 53 former employees claims Baonian Life failed to honor a 12-year-old equity incentive plan, with a total claim amounting to 80 million yuan [2][3]. - The equity incentive plan, which allowed employees to purchase shares at prices ranging from 1 yuan to 1.78 yuan, was not reported to regulatory authorities for over a decade, raising compliance concerns [3][4]. - The company argued that returning funds would violate capital maintenance principles, but the employees contended they were never granted actual shares, thus lacking shareholder rights [4][9]. Group 3: Recent Developments - In response to the crisis, the company appointed new leadership, including former executives from major financial institutions, and received a capital injection from state-owned enterprises [7][10]. - Despite these changes, Baonian Life continues to face regulatory scrutiny, with multiple branches penalized for various violations, including misleading sales practices [8][9]. - The company is at a critical juncture, needing to address deep-rooted governance issues and restore trust among stakeholders to ensure its survival and potential recovery [10].

Core Viewpoint - MiFu Technology (Zhejiang) Co., Ltd. is addressing governance issues and financial internal control irregularities as part of its IPO review process, while reporting positive revenue and profit growth projections for the upcoming years [3][4]. Company Governance - The actual controllers of MiFu Technology, Gu Qiang, Gu Liugui, and Wang Naijun, collectively control 86.31% of the company's shares, with noted familial relationships among them [3]. - The company has acknowledged governance irregularities, including fund occupation, and is required to explain its governance system and the effectiveness of its rectification measures [3]. Financial Performance - MiFu Technology's main business involves the R&D, production, and sales of key components for automotive fluid pipeline systems and other plastic parts, applicable to both new energy vehicles and traditional fuel vehicles [4]. - Revenue projections for 2022 to 2024 are as follows: 138 million yuan, 202 million yuan, and 273 million yuan, respectively, with net profits of approximately 36.34 million yuan, 58.17 million yuan, and 76.22 million yuan [4]. Financial Metrics - Total assets as of December 31, 2024, are projected to be approximately 523.66 million yuan, up from 320.08 million yuan in 2023 and 235.26 million yuan in 2022 [5]. - The company’s debt-to-asset ratio is expected to decrease from 24.65% in 2023 to 18.88% in 2024, indicating improved financial stability [5]. - The gross profit margin is projected to be 45.31% in 2024, slightly down from 47.43% in 2023, while the net profit margin is expected to remain strong [5].

会议通报近期中国证监会打击财务造假典型案例，要求上市公司守牢规范运作底线，不得虚假信息披 露、不得违规占用担保、不得违规买卖股票、不得非法利益输送。 大会采用无记名投票方式，审议通过了《关于选举河南上市公司协会第六届理事会增补理事的议案》等 议案，选举产生了第六届理事会增补理事5名，经第六届理事会第三次会议选举产生了协会增补副会 长、秘书长和法人代表。 河南证监局对协会工作予以肯定，对新当选的理事表示祝贺。近年来，河南上市公司把握改革发展机 遇，强化规范运作，积极履行社会责任，各项工作取得了新成绩。希望各上市公司强化公司治理，严格 内控执行，夯实规范运作基础；充分运用并购重组等市场化工具，做强主业；牢固树立姓"公"意识，切 实担负起主体责任，及时回应社会关切。新一届理事会要坚持党建引领，紧紧围绕协会职责和定位，努 力优化服务，加强自律规范，助力上市公司高质量发展。 中证报中证网讯(王珞)9月12日，河南上市公司协会第六届第二次会员大会暨第六届第三次理事会在郑 州召开。河南证监局相关处室负责人出席会议，河南99家上市公司会员代表等120余人参会。 ...

Core Points - The Henan Listed Companies Association held its sixth second member meeting and third council meeting, attended by over 120 representatives from 99 listed companies [1] - The meeting adopted resolutions including the election of five additional directors to the sixth council and the appointment of new vice presidents, secretaries, and legal representatives [1] - The Henan Securities Regulatory Bureau acknowledged the association's work and congratulated the newly elected directors, emphasizing the importance of corporate governance and compliance [1] Summary by Categories - **Meeting Overview** - The meeting was attended by representatives from 99 listed companies and included the election of additional council members [1] - The association aims to enhance service and self-regulation to support high-quality development of listed companies [1] - **Regulatory Emphasis** - The Henan Securities Regulatory Bureau highlighted the need for listed companies to strengthen governance and internal controls [1] - Companies are urged to utilize market-based tools like mergers and acquisitions to enhance their core businesses [1] - **Compliance and Accountability** - The meeting addressed the importance of adhering to regulations, including avoiding false disclosures and illegal profit transfers [1] - Recent cases of financial fraud were discussed, reinforcing the need for companies to maintain operational integrity [1]

Core Points - The company has revised its Articles of Association for 2025, providing a solid institutional guarantee for stable development [1] - The company was listed on the Shanghai Stock Exchange in October 2010 with a registered capital of RMB 1.796 billion [1] - The core mission of the company is to inherit culture and disseminate ideas, with its main business focused on investment and operation in the media industry [1] Shareholder and Share Issuance Rules - The company adheres to principles of openness, fairness, and justice in share issuance, with a total of 1.796 billion shares issued, all of which are ordinary shares [2] - The founding shareholders include Hunan Publishing Investment Holding Group Co., Ltd. and Hunan Shengli Investment Co., Ltd., which subscribed to 1.14 billion shares and 60 million shares, respectively [2] - There are strict limitations on share repurchase, and shares issued prior to public offering cannot be transferred within one year of listing [2] Shareholder Meeting System - The company maintains a shareholder register based on certificates provided by the securities registration and settlement institution, with rights and obligations assigned according to shareholding categories [3] - The annual shareholder meeting is held once a year within six months after the end of the previous fiscal year, while temporary meetings must be convened within two months under specific circumstances [3] - Proposals for shareholder meetings must meet certain criteria, and notifications must include detailed information about the meeting [3] Board of Directors Responsibilities - The board consists of 11 directors, including 4 independent directors and 1 employee representative, and is accountable to the shareholder meeting [4] - The board has various powers, including convening shareholder meetings and executing resolutions, with the chairman overseeing these meetings [4] - Independent directors are required to maintain their independence and provide independent opinions on significant matters [4] Financial and Audit Regulations - The company has established a financial accounting system in accordance with legal requirements, ensuring timely submission and disclosure of annual and interim reports [5] - When distributing annual after-tax profits, the company must allocate a statutory reserve and may also allocate discretionary reserves upon shareholder meeting approval [5] - An internal audit system is in place to supervise business activities, with the internal audit department reporting to the board [5] Merger and Division Procedures - The company can merge through absorption or new establishment, and asset division must follow prescribed procedures [6] - In the event of dissolution, a liquidation group composed of directors will manage the liquidation process, including asset clearing and creditor notifications [6] - The revised Articles of Association further clarify the company's rules and systems, enhancing governance and protecting shareholder rights [6]

Group 1 - The company, Huadian International Power Co., Ltd. (stock code: 600027), recently announced important matters including board elections, independent director nominations, and a mid-term cash dividend plan [1][3] - As of September 12, the company's stock price closed at 5.43 yuan, reflecting a 0.93% increase from the previous week's 5.38 yuan, with a trading range of 5.36 yuan to 5.5 yuan during the week [1] - The company's total market capitalization reached 63.052 billion yuan, ranking 14th among 102 listed companies in the power sector and 263rd among 5,153 listed companies in A-shares [1] Group 2 - The board proposed several personnel changes for shareholder meeting consideration, including the nomination of current General Manager Li Quancheng as a board candidate, who has over 30 years of experience in finance and capital operations [3] - Independent director candidate Huang Kemeng, a lawyer with nearly 30 years of legal practice experience, is expected to provide legal support for corporate governance [3] - The proposed dividend plan involves distributing a cash dividend of 0.9 yuan (including tax) for every 10 shares, totaling approximately 1.045 billion yuan, subject to shareholder meeting approval [3] Group 3 - The company plans to hold its second extraordinary general meeting on September 25, 2025, to review the board elections, independent director elections, and the mid-term cash dividend plan [3] - The meeting will utilize a combination of on-site and online voting to facilitate shareholder participation [3] - This shareholder meeting signifies an important step in optimizing the company's governance structure and enhancing shareholder return mechanisms [3]