大众网记者 唐嘉宝 通讯员 殷程程 青岛报道 为帮助企业筑牢合规防线，提升风险应对能力，在"国家宪法宣传周"到来之际，由青岛市法治政府建设研 究会、青岛市惠企政策宣讲团、国家税务总局青岛市市南区税务局税收普法教育基地、北京德和衡律师事 务所、山东德衡律师事务所、德和衡研究院、山东德衡律师事务所刑民行交叉疑难案例研究中心共同主办 的"现代企业制度视角下企业经营中的行政与刑事法律风险防范与应对"为主题的第99期"以案释法大讲 堂"成功举办，40余名企业家菁英代表和法律从业者现场参与。 本期大讲堂由山东德衡律师事务所高级权益合伙人、党委副书记，青岛市法治政府建设研究会副会长姜保 良主持。 山东德衡律师事务所高级权益合伙人、执行总裁，青岛市民营企业协会副会长杨培银作开幕致辞。杨培银 代表主办方对参加本次活动的各位嘉宾朋友表示热烈欢迎与感谢后指出，在当今复杂多变的国际国内市场 环境下，构建现代企业制度既是党和国家重大战略部署，是推动国家经济社会高质量发展的重要抓手，也 是企业自身稳健发展、基业长青的重要基石。本期讲座结合中央"防止和纠正利用行政、刑事手段干预经 济纠纷"的部署要求，就企业在经营过程中如何有效防范和应对行 ...

Core Points - The training program aims to enhance the standardized management capabilities of business associations and private enterprises in Guizhou Province, aligning with the spirit of the 20th Central Committee's Fourth Plenary Session and the 13th Provincial Committee's Eighth Plenary Session [3][7] - The training focuses on practical and operational aspects of management, standardization, credit system construction, and modern enterprise management, with an emphasis on improving service capabilities and internal management standards of business associations and private enterprises [3][7] - The successful hosting of this training is expected to promote the understanding of modern enterprise systems among business associations and private enterprises, helping them overcome family-style management limitations and optimize governance structures [3][7] Training Details - The training is conducted by experts from the Provincial Market Supervision Administration, China Merchants Bank Guiyang Branch, Huaxia Bank Guiyang Branch, and professors from Guizhou University, utilizing specialized and case-based teaching methods [4][8] - A total of 60 private economic representatives from business associations affiliated with the Provincial Federation of Industry and Commerce are participating in the training [4][8]

Core Viewpoint - The article discusses the significant management reform initiated by Luo Su at Xingfa Company, emphasizing the removal of family members and relatives from key positions to ensure a modern corporate governance structure and avoid conflicts of interest [6][11][13]. Group 1: Company Reform - Luo Su announced a family meeting to inform his family that they would become shareholders of Xingfa, indicating a shift in company structure and the need for internal reforms [3][4]. - The reform aims to eliminate any family members from management roles, including Luo Su's wife and children, to maintain a professional and unbiased corporate environment [6][12]. - Luo Su's decision to exclude relatives from the company is seen as a necessary step to prevent nepotism and ensure the company's long-term success [11][12][20]. Group 2: Family Dynamics - The family meeting revealed tensions as Luo Su's wife and children initially resisted the idea of being removed from the company, highlighting the emotional impact of the reform [4][9]. - Luo Su's children expressed a desire to contribute to the company, but he insisted on their independence and the importance of not mixing family ties with business operations [8][10]. - Ultimately, the family members accepted the decision, with Luo Su's son expressing a wish to start his own business, indicating a shift towards individual entrepreneurship [9][10]. Group 3: Employee Reactions - The decision to remove family members from the company sparked discussions among other shareholders, with some questioning the necessity of such strict measures [11][12]. - Employees began to understand the rationale behind the reform, recognizing it as a move towards modern corporate governance that would enhance respect for leadership and increase expectations for the company [12][13]. - The reform was reported as a significant news event, drawing attention to Luo Su's commitment to professionalizing the company and distancing it from familial influences [13].

Core Viewpoint - The Guangdong Provincial Government has made significant progress in economic system reforms during the "14th Five-Year Plan" period, emphasizing the importance of reform as a driving force for high-quality development and showcasing Guangdong's unique contributions to comprehensive reform efforts [1]. Group 1: Economic System Reforms - The vitality of business entities has increased, with the completion of the three-year action plan for state-owned enterprise reform and the highest number of "Science and Technology Reform Enterprises" and "Double Hundred Enterprises" in the country. The number of registered business entities in the province has surpassed 20 million, with over 9 million being enterprises [1]. Group 2: Market Rules Improvement - The province has implemented the "Five Unifications and One Openness" basic requirements to enhance integration into the national unified market. Guangdong has pioneered the evaluation of market access efficiency and established the first national fair competition pilot zone in collaboration with the State Administration for Market Regulation [2]. Group 3: Efficient Resource Allocation - Guangdong has promoted the inclusion of nine cities in the Guangdong-Hong Kong-Macao Greater Bay Area as national pilot regions for market-oriented resource allocation. Reforms in technology, land, talent, and capital factors have been initiated, including the establishment of a comprehensive system for the transformation of scientific and technological achievements [2]. Group 4: Optimized Business Environment - The province has introduced the "Three-Year Action Plan for Building an International First-Class Business Environment in the Guangdong-Hong Kong-Macao Greater Bay Area" and has made significant strides in creating innovative pilot cities for business environment reform, with notable experiences in customized power supply services and policy accessibility for tech enterprises [3]. Group 5: Enhanced Comprehensive Reform Effectiveness - The Shenzhen comprehensive reform pilot has been advanced with 48 innovative measures promoted nationwide. The province has also issued the first provincial-level application scenario innovation policy document, facilitating the introduction of social capital into major projects and leading the nation in the issuance and fundraising scale of real estate investment trusts (REITs) [3].

Core Viewpoint - Xinjiang Youhao Group has revised its articles of association to enhance corporate governance, adapt to market demands, and improve operational efficiency and transparency [1][5]. Group 1: Corporate Governance Structure - The board of directors will consist of 9 members, including 1 employee representative, with 2 independent directors who must have accounting backgrounds [2]. - The board will establish four specialized committees: audit, strategy, nomination, and remuneration & assessment, with the audit committee taking over the responsibilities of the supervisory board [2]. - Shareholders holding 1% or more of shares can propose temporary motions, while those with 10% or more can call for temporary shareholder meetings [2]. Group 2: Business Expansion - The company has significantly expanded its business scope, now including over 20 licensed activities such as food sales, pharmaceutical retail, catering services, and transportation [3]. - New general projects include internet sales (excluding licensed goods), housing leasing, advertising design, and conference exhibition services, totaling over 40 new activities [3]. Group 3: Financial and Profit Distribution Policies - The statutory reserve fund will be set at 10% of after-tax profits, with no further contributions required once it exceeds 50% of registered capital [4]. - Cash dividends will be prioritized when profits are positive, with a minimum of 30% of the average distributable profit over the last three years allocated for cash dividends [4]. - The audit committee will be responsible for hiring accounting firms to ensure the accuracy and completeness of financial information [4]. Group 4: Shareholder Constraints - New restrictions prevent controlling shareholders from misusing company funds or engaging in unfair related-party transactions [5]. - Share pledges must maintain control stability, and any share transfers must adhere to lock-up commitments [5]. - If directors or executives are instructed to engage in harmful actions, they will be jointly liable with the relevant parties [5].

Core Viewpoint - The meeting emphasized that quality is the cornerstone of the company's survival and development, directly impacting brand reputation [1] Group 1: Quality and Innovation - The company must adhere to the principle that "quality is the soul of life" while balancing tradition and innovation [1] - There is a need to embrace modern science and technology to maintain the vitality of traditional craftsmanship and enhance technological innovation [1] Group 2: Market Management and Value Creation - The company aims to actively maintain the resilience of its channel ecosystem and continuously build a modern market management system to ensure healthy collaboration within the channel system and overall market stability [1] - Focus on value management and value creation to generate greater value for all stakeholders, fostering a sustainable development ecosystem based on shared interests and emotional connections [1] Group 3: Governance and Development Strategy - The company will further improve its modern enterprise system and governance structure, strictly following the direction of state-owned enterprise reform to enhance core competitiveness and risk resistance [1] - A commitment to ecological priority and green development is emphasized, with efforts to convert the value of "lucid waters and lush mountains are invaluable assets" into tangible benefits [1] Group 4: Long-term Planning - The company is focused on practical, long-term planning to serve broader goals, continuously promoting sustainable high-quality development [1]

Group 1 - The initiative aims to promote the establishment of modern enterprise systems among private enterprises, enhance compliance construction, risk prevention, and improve competitiveness and sustainable development capabilities [1] - A guidance team with expertise in law, finance, taxation, and management has been formed to provide on-site support and guidance to 46 enterprises in the region [1] - The guidance team employs methods such as discussions, surveys, and statistical analysis to assess key areas like financial risk management, human resource management, and innovation capability [3] Group 2 - The team provides tailored recommendations based on evaluation standards for modern enterprise systems, focusing on governance structure optimization, management enhancement, and corporate culture development [3] - The initiative has led to a deeper understanding among enterprise leaders regarding the necessity and importance of establishing modern enterprise systems [3] - The on-site guidance has effectively helped enterprises identify and solve various issues related to the establishment of modern enterprise systems, promoting standardized management and sustainable development [3]

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has revised the Corporate Governance Code for listed companies to enhance governance standards and promote a modern corporate system, effective from January 1, 2026 [1][2]. Summary by Relevant Sections Governance Structure - The revised code aims to improve the regulatory framework for directors and senior management, ensuring they fulfill their duties faithfully and diligently [1]. Incentive and Restraint Mechanisms - Companies are required to establish a compensation management system that aligns the remuneration of directors and senior executives with the company's performance and individual contributions, fostering better alignment of interests [1]. Control and Related Party Transactions - The code imposes stricter regulations on controlling shareholders and actual controllers, particularly regarding competition and related party transactions, to mitigate significant adverse impacts on listed companies [1]. Coordination with Other Regulations - The revised code will align with existing laws and regulations, such as the Securities Law and the Independent Director Management Measures, to enhance the coherence of governance rules [1].

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has revised the Corporate Governance Code to enhance the governance level of listed companies, effective from January 1, 2026, in response to government directives aimed at risk prevention and high-quality capital market development [1][2]. Group 1: Key Changes in Governance Code - The revised code includes comprehensive regulations on the roles and responsibilities of directors and senior management, ensuring they perform their duties faithfully and diligently [1]. - It establishes a remuneration management system that aligns the compensation of directors and senior management with the company's operational performance and individual achievements, promoting better alignment of interests [1]. - The code imposes stricter regulations on the behavior of controlling shareholders and actual controllers, limiting significant adverse impacts from competition and enhancing the responsibilities and decision-making requirements for related party transactions [1]. - It ensures coordination with other regulations, improving the clarity of shareholder rights and the responsibilities of the board's nomination and remuneration committees [1]. Group 2: Implementation and Feedback - The CSRC has previously solicited public opinions on the governance code, receiving overall positive feedback on the direction and content of the revisions [2]. - The CSRC will focus on the implementation of the governance code, encouraging listed companies to continuously improve their modern corporate systems and operational standards [2].

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has revised the Corporate Governance Guidelines for listed companies, effective from January 1, 2026, to enhance governance standards and mitigate risks in the capital market [1][2] Summary by Relevant Sections Governance Structure - The revised guidelines aim to improve the regulatory framework for directors and senior management, covering aspects from appointment to performance and departure, ensuring they fulfill their duties diligently and faithfully [1] Incentive and Restraint Mechanisms - Companies are required to establish a compensation management system that aligns the remuneration of directors and senior executives with the company's operational performance and individual achievements, promoting better alignment of interests [1] Shareholder and Control Behavior - The guidelines impose stricter regulations on controlling shareholders and actual controllers, particularly regarding competition that could adversely affect the listed company, and enhance the responsibilities and decision-making requirements for related party transactions [1] Coordination with Other Regulations - The guidelines will be aligned with existing laws such as the Securities Law and the Management Measures for Independent Directors of Listed Companies, improving the coordination of rules related to shareholder rights and the responsibilities of board committees [1][2]