Core Viewpoint - The company, Xingchen Technology Co., Ltd., is undergoing significant changes including a capital restructuring, the abolition of the supervisory board, and plans for an H-share issuance and listing on the Hong Kong Stock Exchange to enhance its global brand recognition and competitiveness [1][2][3][4][5][6]. Group 1: Supervisory Board Meeting - The ninth meeting of the supervisory board was held, with all three members present, and the meeting complied with relevant laws and regulations [1]. - The supervisory board approved the change of the registered capital from RMB 421,060,000 to a new amount, aligning with the updated Company Law and related regulations [1]. - The supervisory board decided to abolish the supervisory board and transfer its powers to the audit committee, revising the company's articles of association accordingly [1]. Group 2: Annual Audit Firm Appointment - The supervisory board agreed to reappoint Ernst & Young Hua Ming as the company's auditor for the fiscal year 2025, citing their experience and quality of service [2]. Group 3: H-Share Issuance and Listing - The supervisory board approved the plan for the company to issue H-shares and list on the main board of the Hong Kong Stock Exchange, aiming to optimize capital structure and diversify financing channels [3][4]. - The H-shares will be ordinary shares with a par value of RMB 1.00, and the issuance will be conducted through public offerings in Hong Kong and international placements [4][5]. - The maximum number of H-shares to be issued will not exceed 15% of the total share capital post-issuance, with provisions for an over-allotment option [4][5]. Group 4: Use of Proceeds - The funds raised from the H-share issuance will be used for enhancing R&D capabilities, strategic investments, working capital, and general corporate purposes [6]. - The company will transition to a limited company for overseas raised shares post-H-share issuance [6]. - The company plans to ensure that retained earnings before the H-share issuance will be shared among all shareholders based on their holdings after the issuance [6].

Investment Rating - The report does not explicitly provide an investment rating for the industry Core Insights - The primary reason for the protection dilemma of minority shareholders is the differentiation of capital decision-making power. Appropriate equity checks and balances can retain the advantages of relatively concentrated ownership while effectively curbing the infringement of large shareholders on the interests of listed companies [1][2] - Institutional investors, represented by public funds, are advised to adopt a strategy that balances quantitative and qualitative identification and participation, focusing on governance quality indicators and maintaining close communication with listed companies on relevant issues [3] Summary by Sections Section 1: Introduction - The report emphasizes that the most universal issue in responsible management for public funds should focus on enhancing corporate governance, particularly the protection of minority shareholders' rights [10] Section 2: Protection of Minority Shareholders' Rights from the Perspective of Equity Checks and Balances - The differentiation of capital decision-making power is the primary cause of the protection dilemma for minority shareholders. This mechanism allows large shareholders to elevate their will to that of the company, weakening the substantive influence of minority shareholders on corporate decisions [11] - The report categorizes the ownership structure of listed companies into three types: highly concentrated, highly dispersed, and moderately concentrated. The moderately concentrated structure is deemed most beneficial for improving corporate governance and protecting minority shareholders' rights [14][15] Section 3: Three Major Issues of Equity Checks and Balances: Board Governance, Related Transactions, and Financial Companies - Public funds should focus on excess delegation and the independence of board members in governance, risk identification in related transactions based on ownership structure and regulatory penalties, and the efficiency of fund usage in financial companies [3][32] - The report highlights the importance of the board's independence and the separation of ownership and management, which is expected to enhance decision-making professionalism and corporate governance capabilities [33]

Core Points - The company is proposing to abolish the supervisory board and amend the Articles of Association, with the supervisory board's functions being transferred to the audit committee of the board [4][5][6] - The meeting will be held on September 16, 2025, combining both on-site and online voting methods [2][3] - The company aims to enhance its governance structure and ensure compliance with updated regulations [5][6] Group 1 - The meeting will take place at the company's conference room in Kunshan, Jiangsu Province, with specific voting times outlined for both on-site and online participants [2][3] - The board of directors has called for the meeting to discuss the proposed changes, which have already been approved in previous board meetings [4][5] - The proposed amendments to the Articles of Association will remove references to the supervisory board and replace them with terms related to the audit committee [5][6] Group 2 - The company has prepared a set of governance system revisions to align with the new Company Law and relevant regulations [6][7] - The revisions aim to improve the company's operational standards and governance practices [6][7] - The details of the governance system amendments will be disclosed on the Shanghai Stock Exchange website and other designated media [7]

Core Points - The company has established guidelines for the upcoming shareholders' meeting to ensure order and efficiency [1][2] - The meeting will combine on-site and online voting methods, with specific time slots for each [3][4] - The company plans to amend its articles of association to eliminate the supervisory board and transfer its responsibilities to the audit committee [4][5] Meeting Procedures - Shareholders must register and sign in before the meeting starts, and latecomers will not be allowed to vote [1][2] - Each shareholder's speech should be concise and limited to five minutes, focusing on the meeting's agenda [2] - Voting can be conducted either on-site or online, but not both for the same share [2][3] Agenda Items - The agenda includes proposals for revising the fund management system to prevent the controlling shareholder from occupying company funds [4] - Proposals for the election of the fourth board of directors, including both non-independent and independent director candidates [4] - A proposal to amend the company's articles of association to abolish the supervisory board [4][5] Voting and Counting - Voting will be conducted by a lawyer representative, and shareholders with conflicts of interest will not participate in the counting [3] - The voting times for the online platform are set for specific periods on the day of the meeting [3] - The results of the on-site voting will be announced by the meeting host [3]

Group 1 - The core viewpoint of the report is that the underwriting institution, Industrial Securities, is responsible for the continuous supervision of Shenzhen Zecheng Electronics Co., Ltd. and has issued a tracking report for the first half of 2025 [1][2] - The continuous supervision work includes timely review of the company's information disclosure documents, ensuring compliance with the new Company Law, and establishing sound governance and internal control systems [1][2] - The underwriting institution has conducted on-site verification of the use of raised funds and the progress of investment projects, ensuring effective execution of governance systems during the supervision period [2] Group 2 - No significant issues were found during the supervision period, indicating that the company and its shareholders have fulfilled their commitments well without any violations [2] - The report highlights various risks faced by the company, including intensified market competition, reliance on a single major customer, fluctuations in raw material prices, and potential loss of professional talent [2]

Core Points - The company is holding a shareholders' meeting on September 16, 2025, to ensure the legal rights of shareholders and maintain order during the meeting [1][2] - The meeting will include a combination of on-site and online voting methods for shareholders to exercise their voting rights [2][4] - The agenda includes the election of a non-independent director and the revision of the company's articles of association, which involves the cancellation of the supervisory board [4][10] Voting and Meeting Procedures - The meeting will take place at 14:00 on September 16, 2025, at a specified location in Shanghai [2] - Shareholders must register in advance if they wish to speak during the meeting [1][2] - The voting will be conducted through a combination of on-site and online platforms, with the first voting result being considered valid in case of duplicate votes [2][3] Agenda Items - The meeting will discuss the proposal to revise the company's articles of association and cancel the supervisory board, transferring its responsibilities to the audit committee of the board [4][5] - A proposal to revise the company's shareholder meeting rules will also be presented for approval [5][6] - The election of a non-independent director, Zhang Zheng, will be conducted using a cumulative voting system [10]

Core Insights - Tong Ren Tang reported a slight increase in revenue for the first half of 2025, reaching 9.769 billion yuan, but a decline in net profit by 7.39% to 945 million yuan, continuing the trend of 2024 where net profit also decreased [2][3] - The decline in performance over the past two years is attributed to increased industry competition and high raw material costs, particularly the price of natural cow bile, which peaked at 1.7 million yuan per kilogram in December 2024 [3][4] - The company has initiated a management overhaul, with several high-level executives leaving and new appointments being made, which may impact the company's strategic direction and operational efficiency [5][8] Financial Performance - For the first half of 2025, revenue was 9.769 billion yuan, a year-on-year increase of 0.06%, while net profit was 945 million yuan, a decrease of 7.39% [2] - In 2024, the company achieved revenue of 18.597 billion yuan, a 4.12% increase, but net profit fell by 8.54%, marking the first decline in five years [2] - The revenue growth rates for 2024 and the first half of 2025 were significantly lower compared to previous years, with 2021 and 2023 showing growth rates of 22.58% and 30.02% respectively [2] Raw Material Costs - The price of natural cow bile, a key ingredient in Tong Ren Tang's products, saw a dramatic increase of 198.25% from 570,000 yuan per kilogram in early 2023 to 1.7 million yuan per kilogram by the end of 2024 [4] - The introduction of policies allowing the import of cow bile has helped alleviate raw material shortages for pharmaceutical companies [4] Management Changes - A significant management reshuffle occurred, with multiple executives leaving their positions due to "work adjustments," including the general manager and chief accountant [5][8] - New appointments include Chen Jiafu and Pan Baoxia, who were elected as non-independent directors, indicating a shift in governance [6][8] Industry Context - The pharmaceutical industry is facing challenges such as rising raw material costs and intensified competition, which are impacting profitability [3][9] - The integration of Tianjin Tong Ren Tang, in which Beijing Tong Ren Tang Group acquired a 60% stake, presents both opportunities and challenges for the company [9]

Group 1 - The company is holding its third extraordinary general meeting of shareholders on September 16, 2025, at 14:30, with a network voting period from 9:15 to 15:00 on the same day [4][5]. - The meeting will combine on-site and online voting methods, allowing shareholders to exercise their voting rights based on the number of shares they hold [2][4]. - The agenda includes various proposals for amendments to internal governance documents, such as the shareholder meeting rules and the company's articles of association [1][8]. Group 2 - Proposal one involves conducting foreign exchange hedging business to mitigate risks associated with currency fluctuations, with a maximum amount of $80 million authorized for this purpose [5][6]. - Proposal two suggests the cancellation of the supervisory board, transferring its responsibilities to the audit committee of the board of directors, in line with recent legal updates [6][7]. - Proposal three aims to revise the shareholder meeting rules to ensure compliance with legal and regulatory requirements [8][9]. Group 3 - Proposal four focuses on amending the board meeting rules to enhance decision-making processes and ensure effective governance [9][10]. - Proposal five seeks to improve the independent director work system to better protect the interests of minority shareholders [10][11]. - Proposal six proposes changes to the cumulative voting implementation system to ensure shareholders can fully exercise their rights during board elections [11][12]. Group 4 - Proposal seven aims to revise the behavior norms for controlling shareholders and actual controllers to promote healthy corporate governance [11][12]. - Proposal eight focuses on amending the related party transaction decision-making system to ensure legality and fairness in transactions [11][12]. - Proposal nine requests authorization for the board to handle specific matters related to the amendment of the company's articles of association [12][13].

第一章 总则 第一条 为进一步完善公司治理结构，促进公司董事会规范 运作，提高公司经营决策的工作效率，保证科学决策，保护公司 和投资者利益，依据《中华人民共和国公司法》 （以下简称： 兰州黄河企业股份有限公司 董事会议事规则 （2025 年 9 月） 《公 司法》） 、《中华人民共和国证券法》 （以下简称：《证券法》） 《上 市公司治理准则》等法律、法规及《兰州黄河企业股份有限公司 章程》 （以下简称： 《公司章程》）的规定，并结合公司实际情况， 制定本规则。 第二条 本规则对公司全体董事具有约束力。 第二章 董事会的职责 第三条 董事会对股东会负责，行使下列职权： （五）制订公司增加或者减少注册资本、发行债券或其他证 券及上市方案； （六）拟定公司重大收购、收购本公司股票或者合并、分立、 解散及变更公司形式的方案； （七）在股东会授权范围内，决定公司对外投资、收购出售 资产、资产抵押、对外担保事项、委托理财、关联交易、对外捐 赠等事项； （八）决定公司内部管理机构的设置； （九）决定聘任或者解聘公司总裁、董事会秘书及其他高级 管理人员，并决定其报酬事项和奖惩事项；根据总裁的提名，决 定聘任或者解聘公司副总裁 ...

Core Points - Jiangyin Huaxin Precision Technology Corporation is established as a joint-stock company based on the transformation from a limited liability company, with a registered capital of RMB 131.2125 million [2][5] - The company aims to strengthen its core business in precision silicon steel stamping and continuously develop energy-efficient products to achieve sustainable development [3] - The company operates in various sectors including electrical technology research and development, production of electronic components, and distributed photovoltaic power generation [3] Company Structure - The company is governed by a board of directors, with the chairman serving as the legal representative [2][3] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [2][3] - The company has established a Communist Party organization to conduct activities in accordance with the Party's regulations [3] Share Issuance and Management - The company issues ordinary shares, with each share having a par value of RMB 1.00 [4][5] - The total number of shares issued by the company is 131,212,500, all of which are ordinary shares [5] - The company cannot provide financial assistance for others to acquire its shares, except for employee stock ownership plans [5][6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, attend meetings, supervise company operations, and transfer their shares [10][14] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [14] - Shareholders who abuse their rights causing losses to the company or other shareholders are liable for compensation [14] Governance and Decision-Making - The company’s shareholders' meeting is the highest authority, responsible for electing directors, approving financial reports, and making significant corporate decisions [17][18] - Major decisions, such as external guarantees exceeding certain thresholds, require approval from the shareholders' meeting [18][19] - The company must disclose information regarding significant transactions and ensure compliance with legal and regulatory requirements [20][21] Meeting Procedures - The company holds annual and temporary shareholders' meetings, with specific procedures for notification and voting [22][23] - Shareholders can propose agenda items and must be notified of meeting details at least 15 days in advance for temporary meetings [28][29] - The company ensures that all shareholders can participate in meetings, either in person or through authorized representatives [30][31]