Group 1 - The company has decided to abolish the supervisory board and amend its articles of association and related rules [1][2] - The supervisory board's powers will be transferred to the audit committee of the board of directors [1][2] - The current supervisory board members will be relieved of their duties upon the approval of the shareholders' meeting [1] Group 2 - The amendments to the articles of association aim to further standardize company operations and improve governance [2] - Specific changes include the redefinition of the company's structure and the roles of stakeholders [2][3] - The company will continue to comply with relevant laws and regulations during the transition [1][2]

江苏鼎胜新能源材料股份有限公司 董事和高级管理人员行为准则 第一章 总 则 第一条 第一条 为了规范公司董事和高级管理人员的行为，完善公司治理， 根据《中华人民共和国公司法》《中华人民共和国证券法》《上海证券交易所股 票上市规则》（以下简称《股票上市规则》）、《上海证券交易所上市公司自律 监管指引第1号——规范运作》等法律法规和《江苏鼎胜新能源材料股份有限公 司章程》（以下简称《公司章程》）的相关规定，制定本准则。 第二条 公司董事和高级管理人员应当遵守并保证公司遵守法律法规、证券 交易所相关规定和《公司章程》，忠实、勤勉履职，严格履行其作出的各项声明 和承诺，切实履行报告和信息披露义务，维护公司和全体股东利益，并积极配合 证券交易所的日常监管。 第二章 董事和高级管理人员的忠实和勤勉义务 第三条 公司董事对公司负有忠实义务，应当采取措施避免自身利益与公司 利益冲突，不得利用职权牟取不正当利益。公司董事对公司负有勤勉义务，执行 职务应当为公司的最大利益尽到管理者通常应有的合理注意。 公司董事应当履行以下忠实义务和勤勉义务： （一）公平对待所有股东； （二）保护公司资产的安全、完整，不得利用职务之便为公司实际控 ...

Core Points - The article outlines the establishment and operational guidelines of the Audit Committee of Nanjing Yinfly Storage Equipment (Group) Co., Ltd, aimed at enhancing the board's decision-making and oversight functions [1][2] - The Audit Committee is responsible for reviewing financial information, supervising internal controls, and evaluating both internal and external audit processes [1][3] Section Summaries General Provisions - The Audit Committee is established to strengthen the board's decision-making capabilities and ensure effective supervision of the management team [1] - It operates under the authority of the board and is tasked with auditing financial information and overseeing internal controls [1][2] Composition - The Audit Committee consists of three directors who are not senior management, including two independent directors, one of whom must be a professional accountant [3][4] - The committee members are nominated by the chairman or a majority of independent directors and elected by the board [3][4] Responsibilities and Authority - The main responsibilities include supervising external audit work, evaluating internal audit processes, reviewing financial disclosures, and overseeing internal controls [3][5] - The committee must approve significant financial disclosures and the hiring or firing of external auditors before submission to the board [3][5] Decision-Making Procedures - The Audit Department prepares materials for the committee's decisions, which include evaluations of external auditors and financial reports [8][9] - Meetings are held regularly, with at least four meetings per year, and can be called as needed [9][10] Meeting Rules - Meetings require a two-thirds attendance of committee members and decisions are made by majority vote [9][10] - The committee can invite external experts for professional advice if necessary [10][11] Miscellaneous - The guidelines will take effect upon approval by the shareholders' meeting and will be interpreted by the board [11][11]

Group 1 - The company will not distribute profits or increase capital from reserves in the first half of 2025 [1] - The board of directors and supervisory board members confirm the authenticity, accuracy, and completeness of the semi-annual report [1][2] - The semi-annual report has not been audited [1] Group 2 - The sixth board meeting of the company was held on August 28, 2025, with all 13 directors present [3][4][5] - The board approved the semi-annual report and summary with unanimous consent [7] - The board also approved the proposal to cancel the supervisory board and amend the company’s articles of association, pending shareholder approval [9][10] Group 3 - The company will no longer have a supervisory board, with its functions transferred to the audit committee of the board [22] - Amendments to the company’s articles of association are aimed at improving corporate governance and compliance with relevant laws [23]

Group 1 - The company plans to increase the number of board members from 7 to 9, with 6 non-independent directors and 3 independent directors, to enhance decision-making capabilities and optimize governance [3][10] - The company has proposed to cancel the supervisory board, transferring its responsibilities to the audit committee of the board, in compliance with updated legal requirements [10][11] - The company has nominated Lin Zhenyin as a candidate for the non-independent director position, with her term starting from the approval date of the upcoming shareholders' meeting [5][8] Group 2 - The company has adjusted the expected completion date for the "Research and Testing Center Construction Project" to December 2024, with a remaining balance of 8.1929 million yuan to be reallocated to another project [2] - The company has reported a significant decline in gross profit margin for the first half of 2025 compared to the feasibility report, affecting the actual benefits of fundraising projects [1]

Group 1 - The company has approved the cancellation of the supervisory board, with its functions to be transferred to the audit committee of the board of directors [7][24][28] - The company held its eighth board meeting on August 28, 2025, where all directors were present, and the meeting complied with legal requirements [4][6] - The company plans to revise its articles of association and internal governance systems to enhance governance structure and operational efficiency [9][30] Group 2 - The company reported that the 2025 semi-annual report was prepared and reviewed in accordance with legal and internal regulations, reflecting the actual situation of the company [21][23] - The company has adjusted its internal management structure, increasing the number of departments from five to seven to improve management efficiency [13][14] - The company will hold a second extraordinary general meeting in 2025 to discuss the approved proposals [16][17]

Group 1 - The company plans to distribute a cash dividend of 2.48 yuan per 10 shares to all shareholders, amounting to a total of approximately 15.97 million yuan, which represents 30.16% of the net profit attributable to ordinary shareholders [1][4]. - The company will not conduct a capital reserve transfer to increase share capital or issue bonus shares [1]. - The board of directors has approved the profit distribution plan, which will be submitted for review at the first extraordinary general meeting of shareholders in 2025 [1]. Group 2 - The company has decided to abolish the supervisory board and transfer its responsibilities to the audit committee of the board of directors, aiming to enhance corporate governance [4][5]. - Amendments to the company's articles of association will be made to reflect the changes regarding the supervisory board [5]. - The supervisory board members will continue to fulfill their supervisory duties until the shareholders' meeting approves the abolition of the supervisory board [4].

Core Insights - The white paper outlines the transformation of the board secretary teams in A-share listed companies from compliance-focused roles to value creation hubs, driven by regulatory reforms and market demands [1][7][27]. Policy-Driven Shift in Focus - Recent policies, including the new "National Nine Articles" and the CSRC's guidelines on market value management, have expanded the responsibilities of board secretary teams to include market value management, ESG sustainability, corporate governance optimization, and digital transformation [2][27]. - Over 70% of board secretary teams believe that improving operational performance is the key driver of market value growth, with mergers and acquisitions, cash dividends, and investor relations management being the most recognized tools for market value management [2][27]. - However, there is a significant gap between understanding and execution, with only 37.2% of teams having a clear market value management plan [2]. ESG: From Reporting to Value Creation - ESG sustainability is transitioning from an optional action to a mandatory requirement, with 2,749 A-share companies disclosing ESG reports for 2024, a nearly 73% increase from 2021 [3]. - Challenges remain, with 27.4% of board secretary teams citing insufficient departmental understanding of ESG as the biggest hurdle [3]. - Approximately 37% of companies have established ESG governance structures, integrating ESG into daily operations [3]. Corporate Governance and Information Disclosure - The new Company Law, effective July 2024, will eliminate the supervisory board, transferring its functions to the audit committee, which poses challenges for self-supervision mechanisms [4]. - Information disclosure is facing demands for increased frequency, accuracy, and differentiation, with an average of 0.59 announcements per day from listed companies [4]. - Compliance pressures are high, with 88% of board secretary teams identifying frequent regulatory updates as a primary challenge [4]. Digital Transformation: AI Reshaping Processes - The adoption of AI tools is recognized by 94% of board secretary teams as a means to enhance efficiency, with exchanges implementing intelligent verification systems to reduce human error [5]. - By 2024, 100 A-share companies disclosed data resource integration, amounting to over 2.1 billion yuan, indicating a trend towards data asset inclusion [5]. - Digitalization is not just a tool innovation but is reshaping the skill requirements of board secretary teams from document handling to data governance [5]. Profile of Board Secretary Teams - The composition of board secretary teams shows a high level of education, with 99.2% holding at least a bachelor's degree, and a significant female representation of 66% [6]. - The average annual salary for board secretaries is approximately 761,000 yuan, with 63.7% holding part-time positions, leading to a salary increase of 19.3% compared to those without part-time roles [6]. - Career progression typically follows a "ladder" pattern, with 57.7% of securities representatives advancing from junior roles [6]. Conclusion - The transformation of board secretary teams reflects the maturation of the A-share market, with these teams becoming essential links between listed companies and the capital market [7][8]. - As ESG and digitalization practices deepen, board secretary teams are expected to play a more central role in enhancing company quality and promoting high-quality market development [8].

公司计划不派发现金红利，不送红股，不以公积金转增股本。 登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：000752 证券简称：ST西发 公告编号：2025-058 一、重要提示 本半年度报告摘要来自半年度报告全文，为全面了解本公司的经营成果、财务状况及未来发展规划，投 资者应当到证监会指定媒体仔细阅读半年度报告全文。 所有董事均已出席了审议本报告的董事会会议。 非标准审计意见提示 □适用 √不适用 董事会审议的报告期利润分配预案或公积金转增股本预案 □适用 √不适用 董事会决议通过的本报告期优先股利润分配预案 □适用 √不适用 公司是否需追溯调整或重述以前年度会计数据 □是 √否 ■ 3、公司股东数量及持股情况 单位：股 ■ 持股5%以上股东、前10名股东及前10名无限售流通股股东参与转融通业务出借股份情况 □适用 √不适用 前10名股东及前10名无限售流通股股东因转融通出借/归还原因导致较上期发生变化 □适用 √不适用 4、控股股东或实际控制人变更情况 控股股东报告期内变更 二、公司基本情况 1、公司简介 ■ 2、主要会计数据和财务指标 □适用 √不适用 公司报告期控股股东未发生变更。 实际控 ...

Core Points - The company has approved a profit distribution plan for the year 2024, proposing a cash dividend of RMB 0.5 per 10 shares, with no capital reserve transfer or bonus shares [6][7][8] - The company plans to repurchase shares using its own funds, with a maximum price of RMB 22.95 per share, and aims to buy back between approximately 1.3 million to 2.2 million shares [8][9] - A new wholly-owned subsidiary, Fujian Xingxuan Shikong Network Technology Co., Ltd., will be established with an investment of RMB 10 million to enhance the company's gaming business [63][64] Financial and Operational Highlights - The company reported that all directors attended the board meeting to review the half-year report, ensuring compliance with legal and regulatory requirements [1][12] - The board has approved the establishment of a three-year dividend plan (2025-2027) to enhance transparency and encourage long-term investment [15][58] - The company has revised its articles of association, eliminating the supervisory board and transferring its responsibilities to the audit committee of the board [67] Governance and Compliance - The board has made several amendments to governance documents, including the rules for shareholder meetings and board meetings, to align with current laws and improve operational efficiency [18][25][67] - The company has ensured that all disclosures are accurate and complete, with no misleading statements or omissions [10][55]