每经评论员杜宇 5月26日，古鳌科技（300551）(SZ300551，前收盘价：8.68元，市值：30.01亿元)发布公告称，公司控 股股东、实际控制人陈崇军的部分股份将被司法拍卖。这一消息再次将这家本就风波不断的公司推到了 舆论的风口浪尖，也让市场对其未来发展充满了担忧。 在过去的一年里，古鳌科技可谓"风波不断"。2024年3月，陈崇军因违规减持收到警示函；不到三个月 后的5月，陈崇军因涉嫌操纵证券市场罪被逮捕；11月，陈崇军再次因信息披露违规收到警示函；12 月，深交所创业板公司管理部向古鳌科技及陈崇军等出具监管函。这一系列事件不仅暴露了公司在治理 和内部控制方面的严重问题，也严重损害了投资者对公司的信任。资本市场的根基在于透明和诚信，而 古鳌科技的种种行为，无疑是对其根基的严重破坏。 从财务数据来看，古鳌科技的业绩表现令人担忧。公司已连续三年陷入亏损，2022年至2024年归母净利 润分别亏损6180万元、7507万元、3.55亿元。2025年一季度，公司实现营业收入2472.77万元，同比下降 64.76%；归母净利润为-5048.82万元，同比下降21.64%。在市场竞争日益激烈、行业环境不断变化 ...

General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law of the People's Republic of China and other relevant regulations [2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 48 million shares on December 2, 2016 [3] - The registered capital of the company is RMB 934,365,401 [3] Business Objectives and Scope - The company's business objective is to utilize advanced technology and scientific management methods to provide satisfactory products and services to customers, maximizing shareholder and social benefits [4] - The registered business scope includes the production and operation of double-sided circuit boards, multi-layer circuit boards, and flexible circuit boards [4] Shares - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1 [5] - The total number of shares issued by the company is 934,365,401, all of which are ordinary shares [5] - The company does not provide any financial assistance to individuals or entities purchasing its shares [5] Shareholder Rights and Obligations - Shareholders have the right to receive dividends and participate in decision-making processes, including voting at shareholder meetings [10] - Shareholders are obligated to comply with laws and regulations, pay the subscribed capital, and not abuse their rights to harm the company or other shareholders [13] Shareholder Meetings - The company holds annual shareholder meetings within six months after the end of the previous fiscal year [15] - Shareholder meetings can be convened by the board of directors or at the request of shareholders holding more than 10% of the shares [19] - The company must provide a notice of the shareholder meeting at least 20 days in advance [20] Voting and Resolutions - Resolutions at shareholder meetings can be classified as ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [27] - Shareholders can exercise their voting rights based on the number of shares they hold, with each share granting one vote [28] - Related party shareholders must abstain from voting on matters that involve their interests [30]

General Provisions - The company is established to protect the legal rights of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws and regulations [2][3] - The company was approved by the Shaanxi Provincial Government and registered with the market supervision authority, with a registered capital of RMB 1,112.075445 billion [4][5] - The company is a permanent limited liability company, with the chairman serving as the legal representative [5][6] Business Objectives and Scope - The company's business objective is to adapt to market economic development, actively develop the natural gas industry, and create reasonable returns for investors [6] - The approved business scope includes natural gas transportation, related product development, comprehensive utilization, power generation, and hazardous chemical operations [6] Shares - The company's shares are issued in the form of stocks, with each share having a face value of RMB 1 [7][8] - The total number of shares issued at establishment was 408,418,675, with 1,112,075,445 shares currently outstanding, all being ordinary shares [9] Shareholder and Shareholder Meeting - The company establishes a shareholder register based on the securities registration and settlement institution's records, which serves as proof of shareholding [14] - Shareholders have rights to dividends, request meetings, supervise operations, and access financial information [15] - The company must hold an annual shareholder meeting within six months after the end of the previous fiscal year [49] Board of Directors - The board of directors is responsible for the company's operations and must report to the shareholders [76] - The board must ensure compliance with laws and regulations during meetings and decision-making processes [36][37] Financial Management - The company must adhere to financial accounting systems and internal auditing as per regulations [9] - Any financial assistance provided to others must be approved by the shareholders if it exceeds 10% of the latest audited net assets [47][48] Amendments and Legal Compliance - The company's articles of association can be amended in accordance with legal requirements and must be approved by the shareholders [12] - The company must comply with all relevant laws, regulations, and the articles of association in its operations [19][20]

Group 1 - The core viewpoint of the article emphasizes the importance of enhancing corporate governance in listed companies, which is expected to improve their investment value and lead to significant pricing differences based on governance levels [1] - The article highlights several key measures, including strengthening the integrity obligations of controlling shareholders, supporting the introduction of institutional investors with more than 5% holdings as active shareholders, and ensuring independent directors constitute a majority on audit committees [1] - It mentions that improving the information disclosure system in corporate governance is crucial for external evaluation and decision-making, which is seen as a long-awaited positive development for the market [1] Group 2 - The former chief economist of a brokerage firm, Li Daxiao, views the policy as a major benefit, stating that enhancing corporate governance will effectively increase the investment value of listed companies [1] - The article suggests that with the implementation of a series of positive stock market reform policies, the Chinese stock market is expected to enter a new phase of healthy and stable development [1]

Core Viewpoint - The internal conflict at Tmall Auto Care has escalated into a public dispute involving contradictory official statements from management, highlighting potential governance issues and operational challenges within the company [1][4][10]. Management Conflict - On May 19, a statement was released announcing the dismissal of three executives, citing unauthorized management actions, and demanding compliance with the legal representative's authority [1]. - The following day, another statement emerged, declaring the first announcement invalid and accusing the signatories of fraudulent use of company seals, leading to a suspension of the legal representative's position [4]. Legal Implications - Legal experts suggest that the validity of the conflicting statements depends on the legitimacy of the seals used, which should follow proper internal and external procedures [7][8]. - The situation reflects a chaotic governance structure within Tmall Auto Care, indicating potential misuse of company seals and lack of proper management protocols [11]. Operational Challenges - Tmall Auto Care is facing significant operational difficulties, with the automotive aftermarket industry experiencing a downturn, leading to the closure of over 12,000 stores in 2024 [11]. - The company has been pushing aggressive expansion plans, which have resulted in declining service quality and customer satisfaction due to unrealistic growth targets [12]. Market Dynamics - The rise of electric vehicles is impacting the automotive service market, with a reported 51.49% increase in new registrations of electric vehicles in 2024, which require less maintenance compared to traditional fuel vehicles [12]. - Tmall Auto Care's expansion has slowed, with store numbers remaining stagnant around 2,000, and a high closure rate of 43% for franchise stores in lower-tier cities [12].

四川明星电力股份有限公司 四川明星电力股份有限公司 四川明星电力股份有限公司（简称"公司"）本次股东大会所采用的 表决方式是现场投票和网络投票相结合的方式。 一、现场会议时间：2025 年 6 月 5 日 9:00。 二、现场会议地点：四川省遂宁市开发区明月路 56 号，明星康年大 酒店 2 楼康年厅。 三、网络投票系统和投票时间：采用上海证券交易所网络投票系统， 通过交易系统投票平台的投票时间为 2025 年 6 月 5 日的交易时间段，即 四、会议召集人：公司董事会。 五、参会人员：2025 年 5 月 28 日收市后在中国证券登记结算有限责 任公司上海分公司登记在册的公司股东，公司董事、监事和高级管理人 员，公司聘请的律师及其他人员。 六、会议主持人：董事长陈峰先生。 七、议程安排 序号 议 程 报告人 一 宣布会议开始，通报会议到会情况 陈 峰 二 逐项报告如下议案 三 推选计票人和监票人 四 股东及股东代表投票表决，计票人计票及统计结果 五 股东及股东代表发言提问，公司董事、经营层回答股东提问 六 宣布现场表决结果 监票人 七 休会，等待网络投票结果 八 宣布最终表决结果（现场与网络投票合并） 陈 ...

Core Viewpoint - Chengdu Kunheng Shunwei Technology Co., Ltd. is preparing for its 2024 Annual General Meeting, focusing on governance improvements and financial performance, including proposals for the cancellation of the supervisory board and the purchase of liability insurance for executives [1][30]. Meeting Arrangements - The meeting is scheduled for June 5, 2025, at 14:00 in Chengdu, with both on-site and online voting options available [4][5]. - Participants must register and present necessary identification documents to attend the meeting [2][3]. Agenda Items - Proposal to cancel the supervisory board and amend the company’s articles of association [24][26]. - Proposal to purchase liability insurance for the company and its executives [30][32]. - Financial performance report indicating a revenue of CNY 226.57 million, a 10.66% decrease year-on-year, and a net profit of CNY 37.03 million, down 57.48% [36]. - Proposal for a cash dividend of CNY 2.60 per 10 shares, totaling CNY 31.45 million [15][16]. - Election of the fourth board of directors, including independent and non-independent directors [33][34]. Financial Performance - The company reported a decline in revenue and net profit due to market conditions and increased costs [36]. - The company is focusing on emerging industries, particularly satellite internet, to drive future growth [36][37]. Governance Improvements - The company aims to enhance its governance structure by eliminating the supervisory board and transferring its responsibilities to the audit committee [26][28]. - The board of directors has been active, holding eight meetings during the reporting period to ensure compliance with legal and regulatory requirements [38][39].

Core Points - Nanjing CIGU Technology Corp., Ltd. was established as a joint-stock company in accordance with the Company Law of the People's Republic of China and other relevant regulations [3][4] - The company was approved by the Shanghai Stock Exchange for its initial public offering (IPO) on September 19, 2022, and listed on September 21, 2022, with a total of 17.8153 million shares issued [4] - The registered capital of the company is RMB 71.6523 million, fully paid as of September 25, 2024 [4] - The company aims to create a frictionless world and a green ecological economy, focusing on human-centered values [6] Company Structure - The company is governed by its articles of association, which serve as a binding legal document for the organization and behavior of the company, shareholders, and management [4][10] - The company has a board of directors, with the chairman serving as the legal representative [4][10] - Shareholders can sue each other or the company’s management, and disputes should first be resolved through negotiation [5][10] Business Scope - The company’s business scope includes research, production, and sales of electromechanical equipment, energy-saving and environmental protection equipment, teaching equipment, experimental instruments, electronic products, electrical equipment, software, and automotive parts [6] - The company is also involved in energy-saving technology development, promotion services, technical consulting, energy management contracts, and import-export business [6] Share Structure - The company’s shares are issued in the form of stocks, with a total of 71.6523 million shares, all of which are ordinary shares with a par value of RMB 1 per share [20] - The shares are held by ten founding partners, with 100% of the initial share capital subscribed by them [20] - The company does not provide financial assistance to individuals or entities purchasing its shares [7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, attend and vote at shareholder meetings, supervise company operations, and request information [12][13] - Shareholders holding more than 5% of voting shares must report any pledges of their shares to the company [38] - The company’s major shareholders and actual controllers are prohibited from harming the interests of the company or other shareholders [15][40] Shareholder Meetings - The company holds annual and extraordinary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [44] - Shareholder meetings must be convened in accordance with legal and regulatory requirements, and shareholders can propose agenda items [56][57] - The company must provide sufficient notice and information to shareholders regarding meeting details and agenda items [58][59]

河北福成五丰食品股份有限公司 范运作，完善公司治理机制，加强内部控制建设，进一步提高公司信息披露质量， 根据中国证监会、上海证券交易所的有关规定以及公司章程的有关规定，结合公 司年度报告编制和披露的实际情况，特制定本工作规程。 第二条 审计委员会在年报编制和披露过程中，应当按照有关法律、行政法 规、规范性文件和公司章程的要求，认真履行职责，勤勉尽责地开展工作，维护 公司的整体利益。 第三条 审计委员会行使职权时，公司有关人员应当积极配合，不得拒绝、 阻碍或隐瞒，不得干预其独立行使职权，积极为审计委员会在公司年报的编制和 披露过程中依法履行职责创造必要的条件。 第四条 审计委员会委员应认真学习中国证监会、上海证券交易所及其他主 管部门关于年度报告的要求，积极参加其组织的培训活动。 第五条 审计委员会成员及相关涉密人员在年报编制和审计期间负有保密 义务。在年度报告公布前,不得以任何形式、通过任何途径向外界或特定人员泄 露年度报告的内容。严防泄露内幕信息、内幕交易等违法违规行为发生。在年度 报告编制和审议期间，审计委员会成员不得买卖公司股票。 第六条 在会计年度结束后，审计委员会与年度财务报告审计机构协商确定 年度 ...

《上市公司治理准则》以及《公司章程》的有关规定， 公司设立董事会审计委员会、提名委员会、薪酬与考核委员会等三个专门委员会， 并制定本实施细则。 第二条 董事会各专门委员会根据有关法律法规、《公司章程》和本细则的 规定履行职责。如有必要，各专门委员会可以聘请专业机构为其决策提供专业意 见，相关费用由公司承担。 河北福成五丰食品股份有限公司 董事会专门委员会实施细则 第一章 总 则 第一条 为适应河北福成五丰食品股份有限公司（以下简称： "公司"）战略 发展需要、规范公司董事会以及经理人员的产生程序、强化内部审计职能、提高 重大决策的效益和决策质量，完善公司治理结构。根据《中华人民共和国公司法》 （以下简称"公司法"）、《中华人民共和国证券法》（以下简称"证券法"）、《上 市公司独立董事管理办法》、 第三条 董事会秘书和信息披露部门组织公司内部相关人员承担各专门委 员会决策的前期准备、工作联络、会议组织、材料准备和档案管理等日常工作。 董事会秘书可列席各专门委员会会议，必要时亦可邀请其他董事及其他高级管理 人员列席会议。 第二章 人员组成 第四条 审计委员会、提名委员会、薪酬与考核委员会各由三名董事组成， 独立董 ...