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兰生股份: 东浩兰生会展集团股份有限公司章程(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-04 16:12
General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior according to relevant laws and regulations [1][4] - The company is established as a joint-stock company in accordance with the regulations of Shanghai and has been registered with the Shanghai Market Supervision Administration [1][3] - The registered capital of the company is RMB 735,533,549 [3] Business Objectives and Scope - The company's business objective is to become an internationally recognized and domestically leading exhibition enterprise group, enhancing core competitiveness and service quality in the exhibition industry [4][5] - The business scope includes various services such as conference and exhibition services, cultural and artistic exchange activities, project planning, marketing planning, and technology services [5] Shares - The company's shares are issued in the form of stocks, with each share having equal rights [6][17] - The total number of issued shares is 735,533,549, all of which are ordinary shares [6][7] - The company can increase capital through various methods, including issuing new shares, with specific conditions for shareholder rights during such processes [8][23] Shareholders and Shareholder Meetings - Shareholders have rights to dividends, voting, and other benefits proportional to their shareholdings [14][34] - The company must hold an annual general meeting within six months after the end of the previous fiscal year, and special meetings can be called under certain conditions [21][48] - Shareholder proposals must be submitted in writing and can be made by shareholders holding at least 1% of the shares [26][59] Board of Directors and Management - The board of directors is responsible for the overall management of the company, and independent directors are required to ensure transparency and accountability [18][19] - The company must establish an audit committee to oversee financial practices and ensure compliance with laws and regulations [17][39] Financial Accounting and Auditing - The company is required to maintain a financial accounting system and undergo internal audits [8][4] - The appointment of external auditors must be approved by the shareholders [8][20] Amendments and Legal Compliance - The company's articles of association can be amended through a special resolution passed by the shareholders [32] - The company must comply with all relevant laws and regulations, including those related to shareholder rights and corporate governance [18][19]
兰生股份: 东浩兰生会展集团股份有限公司董事、高级管理人员持股变动管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-04 16:12
General Principles - The management system for shareholding changes of directors and senior management of Donghao Lansheng Exhibition Group Co., Ltd. is established to regulate the management of shares held by these individuals in accordance with relevant laws and regulations [2][3] - Directors and senior management must comply with the restrictions on share changes as stipulated in the Company Law, Securities Law, and other relevant regulations [2][3] Shareholding Commitments - Directors and senior management are required to strictly adhere to any commitments made regarding the proportion, duration, method, quantity, and price of shareholding changes [3] - They must be aware of the prohibitions against insider trading and market manipulation before engaging in any transactions involving the company's shares [3] Reporting and Disclosure - Directors and senior management must report their personal information and any changes in shareholding within specified timeframes, including new appointments and changes in personal information [4][5] - Any changes in shareholding must be reported within two trading days, including details such as the number of shares held before and after the change, the date, quantity, price, and reasons for the change [6][8] Share Reduction Plans - If directors and senior management plan to reduce their shareholdings, they must submit a reduction plan to the Shanghai Stock Exchange, detailing the number of shares, time frame, price range, and reasons for the reduction [7] - After completing a reduction plan, they must report and announce the results within two trading days [10] Prohibited Trading Periods - Directors and senior management are prohibited from trading the company's shares during specific periods, such as 15 days before the announcement of annual or semi-annual reports [11] - They are also restricted from engaging in margin trading or derivative transactions involving the company's shares [12] Transfer Limitations - During their term and for six months after, directors and senior management can only transfer up to 25% of their total shareholdings each year, with certain exceptions [9][12] - Shares held for less than one year or during specific legal investigations cannot be transferred [12] Legal Compliance - The company and its directors and senior management must ensure that all reported data is truthful, accurate, timely, and complete, and they bear legal responsibility for any discrepancies [8] - Any violations of the Securities Law regarding share trading must result in the company recovering any profits made from such transactions [11]
兰生股份: 东浩兰生会展集团股份有限公司信息披露暂缓与豁免管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-04 16:12
东浩兰生会展集团股份有限公司 第一条 为规范东浩兰生会展集团股份有限公司(以下简称"公司")和其他信 息披露义务人信息披露暂缓、豁免行为,加强信息披露监管,保护投资者合法权益, 根据《中华人民共和国证券法》《上市公司信息披露管理办法》《上海证券交易所股 票上市规则》等法律法规的规定和《东浩兰生会展集团股份有限公司章程》,制定本 制度。 第二条 公司和相关信息披露义务人暂缓、豁免披露临时报告,在定期报告、临 时报告中豁免披露中国证监会和上海证券交易所规定或者要求披露的内容,适用本制 度。 第三条 公司和相关信息披露义务人应当真实、准确、完整、及时、公平地披露 信息,不得滥用暂缓或者豁免披露规避信息披露义务、误导投资者,不得实施内幕交 易、操纵市场等违法行为。 第四条 公司和相关信息披露义务人应当审慎确定信息披露暂缓、豁免事项,履 行内部审核程序后实施。 信息披露暂缓与豁免管理制度 (2025 年 8 月 4 日) 第一章 总则 第二章 暂缓、豁免信息的范围 第五条 公司和相关信息披露义务人有确实充分的证据证明拟披露的信息涉及 国家秘密或者其他因披露可能导致违反国家保密规定、管理要求的事项(以下统称"国 家秘密" ...
兰生股份: 东浩兰生会展集团股份有限公司董事会秘书工作制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-04 16:12
General Overview - The document outlines the work system for the Secretary of the Board of Directors of Donghao Lansheng Exhibition Group Co., Ltd, aiming to enhance corporate governance and regulate the appointment, duties, training, and assessment of the board secretary [2][29]. Appointment - The board secretary must be appointed within three months after the company's initial public offering or within three months after the previous secretary's departure [4]. - Candidates for the board secretary must possess good professional ethics, relevant financial, management, and legal knowledge, and necessary work experience, along with completion of required training [4][8]. - Individuals with certain disqualifying conditions, such as recent administrative penalties from the China Securities Regulatory Commission, are prohibited from serving as board secretary [4][9]. Responsibilities - The board secretary is responsible for managing information disclosure, coordinating communication with investors and regulatory bodies, and organizing board and shareholder meetings [6][15]. - The secretary must ensure compliance with legal and regulatory requirements and maintain confidentiality regarding undisclosed significant information [6][15][22]. - The board secretary plays a crucial role in enhancing corporate governance mechanisms and managing investor relations [7][17]. Training and Assessment - Candidates for the board secretary position must undergo training recognized by the Shanghai Stock Exchange and participate in ongoing training every two years [8][24]. - The board secretary is subject to annual assessments by the board and must submit performance reports as required by the Shanghai Stock Exchange [8][26][27]. Miscellaneous - The document specifies that the board secretary must sign a confidentiality agreement and that the company should appoint a securities affairs representative to assist the secretary [8][23]. - The work system is subject to interpretation and revision by the company's board of directors [9][29].
兰生股份: 东浩兰生会展集团股份有限公司董事会审计委员会工作实施细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-04 16:12
Core Points - The article outlines the implementation rules for the Audit Committee of Donghao Lansheng Exhibition Group Co., Ltd, aiming to enhance the company's internal supervision mechanism and ensure effective oversight of the management by the board of directors [2][3]. Group 1: General Provisions - The Audit Committee is established to strengthen the decision-making function of the board and improve the corporate governance structure [2]. - The committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [2][3]. Group 2: Composition of the Committee - The Audit Committee consists of at least three directors who are not senior management, with a majority being independent directors, including at least one professional accountant [3]. - The committee members are nominated by the chairman or a majority of independent directors and elected by the board [3]. Group 3: Responsibilities and Authority - The main responsibilities include supervising internal audits, evaluating external audits, reviewing financial disclosures, and exercising the powers of the supervisory board as stipulated by law [8][9]. - Certain matters require the approval of more than half of the committee members before being submitted to the board for consideration [9]. Group 4: Decision-Making Procedures - The committee meetings are held at least quarterly, with provisions for special meetings as needed [15]. - A quorum of two-thirds of the members is required for meetings, and decisions must be approved by a majority [25]. Group 5: Reporting and Evaluation - The Audit Committee must submit evaluation reports on the performance of external auditors and the effectiveness of internal audits to the board at least annually [6][18]. - The committee is tasked with ensuring that any significant issues identified during audits are reported and addressed promptly [7][8]. Group 6: Miscellaneous Provisions - The implementation rules are effective upon approval by the board and are subject to amendments in accordance with national laws and regulations [37][38]. - The board is responsible for interpreting these rules [39].
兰生股份: 东浩兰生会展集团股份有限公司董事会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-04 16:12
Core Points - The document outlines the rules for the board of directors of Donghao Lansheng Exhibition Group Co., Ltd, aiming to standardize decision-making processes and enhance operational efficiency [1] Group 1: Board Authority - The board has the authority to convene shareholder meetings and report on its work [1] - It is responsible for executing shareholder resolutions and determining the company's operational plans and investment proposals [1] - The board also approves annual financial budgets and profit distribution plans [1] Group 2: Board Committees - The board establishes specialized committees, including the Audit Committee, Strategic and ESG Committee, Compensation and Assessment Committee, and Nomination Committee [2] - Each committee is composed entirely of board members and is responsible for specific tasks, reporting back to the board [2][3] Group 3: Audit Committee Responsibilities - The Audit Committee reviews financial information and oversees internal and external audits [3] - It is responsible for managing information disclosure and proposing the appointment or replacement of the auditing firm [3] Group 4: Strategic and ESG Committee Responsibilities - This committee focuses on long-term development strategies and sustainable practices, providing recommendations to the board [3] - It reviews the company's ESG reports and assesses the performance of sustainability initiatives [3] Group 5: Nomination and Compensation Committees - The Nomination Committee sets standards for selecting board members and senior management, making recommendations to the board [4] - The Compensation Committee develops assessment criteria and compensation policies for directors and senior management [4] Group 6: Meeting Procedures - The board must hold at least two regular meetings each year, with procedures for calling special meetings under specific circumstances [5][6] - Meeting notifications must be sent out in advance, detailing the agenda and necessary materials [6][7] Group 7: Voting and Decision-Making - Decisions require a majority vote from the board members present, with specific rules for abstentions and conflicts of interest [10][11] - The board must adhere to the company's articles of association and legal regulations when making decisions [11][12] Group 8: Documentation and Record-Keeping - Meeting records must be maintained, including attendance, agenda items, and voting results [32][33] - The board secretary is responsible for preserving meeting archives for a minimum of ten years [36]
直播经济助力“展品变商品”
Sou Hu Cai Jing· 2025-08-02 02:16
Core Viewpoint - The Shanghai Hongqiao International Central Business District is launching an action plan to promote the high-quality development of the live commerce economy, leveraging the influence of the China International Import Expo (CIIE) to transform exhibition products into commodities and exhibitors into investors [1][2] Group 1: Action Plan Overview - The action plan aims to create a layout for high-quality development of the live commerce economy, consisting of "one center, one service port, and multiple characteristic bases" [2] - "One center" refers to the establishment of a global exhibition live broadcast center that integrates online and offline activities, enhancing the spillover effect of the CIIE [2] - "One service port" is intended to develop a service port for the live commerce economy to expand its reach [2] - "N characteristic bases" will include the construction of specialized bases such as "live + industry" to support various sectors [2] Group 2: Goals and Initiatives - By 2026, the plan aims to establish a number of live commerce bases with a scale of billions, fostering influential live streaming platforms and MCN organizations with strong integration capabilities [1] - The initiative includes launching unique live streaming activities such as "Consul Live" and "Exhibition Live" to enhance engagement and product promotion [1] - The overall goal is to position Shanghai as the "capital of live commerce" and the "first city of quality live streaming," while accelerating the development of an international trade center platform [1]
懂审美的年轻人来了,拉着行李箱的老外来了……‌
Hang Zhou Ri Bao· 2025-07-29 03:05
Group 1 - The 2025 Huizhan Yachang National Simulation Plant Flowers, Wedding Props & Aesthetic Props (Autumn) Trade Fair is being held in Hangzhou from July 28 to July 30, featuring over 10,000 square meters of exhibition space and more than 4,000 international standard booths [2] - The event attracted over 1,800 brands from across the country, covering various sectors including simulation plants, wedding celebrations, commercial aesthetics, film and television settings, lighting atmosphere, and hotel banquet hall design, catering to diverse customer procurement needs [2] - Guangdong Boda Props Co., Ltd., a leading company in the wedding aesthetics field, showcased its latest solutions at the fair, capitalizing on the significant potential of the wedding market in Hangzhou and surrounding cities [2] Group 2 - The first day of the fair saw a strong turnout of international buyers, with many engaging in purchasing activities, indicating a positive market response [3] - Concurrent events included the "2025 Aesthetic Design and Intelligent Props Innovation Application Summit Forum" and the "Huizhan Yachang Cup · 2025 Floral Aesthetics Innovation Forum," featuring industry experts discussing technological iterations and applications in scene creation [3] - The fair has a history of 21 successful editions, previously held in various cities, with a cumulative exhibition area of 823,000 square meters and over 18,700 participating companies, attracting 950,000 professional visitors from various regions [3]
数智领航,名企和专家共话服贸会创新和“焕新”
Zhong Guo Jing Ji Wang· 2025-07-28 07:26
Group 1 - The 2025 China International Fair for Trade in Services (CIFTIS) will be held from September 10 to September 14 in Beijing, focusing on the theme "Digital Intelligence Leading, Service Trade Renewed" [1] - The event aims to enhance service quality and technological integration, showcasing a range of innovative tech products and solutions, including AI applications in various fields [2][3] - The fair will feature over 100 meetings and activities, utilizing smart technologies for operations, such as AI for pre-event invitations and a digital platform for year-round engagement [4] Group 2 - CIFTIS is recognized as a significant platform for China's high-level opening-up and contributes to the development of an open world economy [3] - Ernst & Young will participate for the sixth consecutive year, emphasizing the fair's role as a "business card" for China's service trade and a catalyst for global cooperation [5] - The event will host 14 thematic forums and 76 specialized forums, with nearly 300 invited speakers, including leaders and Nobel laureates, discussing topics related to the digital economy and service trade trends [6]
倒计时100天之际,第八届进博会筹备有哪些新进展新举措
Shang Wu Bu Wang Zhan· 2025-07-25 13:49
Group 1 - The eighth China International Import Expo (CIIE) will be held from November 5 to 10 in Shanghai, emphasizing the theme "New Era, Shared Future" [2] - Over 50 countries and international organizations have confirmed participation, with Sweden and the UAE as guest countries, and Kyrgyzstan making its debut [3] - The exhibition area has exceeded 330,000 square meters, with 170 companies and 27 institutions confirmed as full participants, reflecting strong confidence in the Chinese economy [4] Group 2 - The forum will focus on open cooperation, with themes including "Open Cooperation for New Opportunities" and will release the "World Open Report" and the latest "World Open Index" [5] - Various supporting activities are being organized, including policy interpretation, industry seminars, and cultural exchange events [6] Group 3 - Service levels for the expo will be enhanced by reducing costs, optimizing on-site services, and improving digital navigation systems for exhibitors [7] - The Shanghai government has established a comprehensive service guarantee plan, focusing on security, transportation, accommodation, and catering for the event [9][10] Group 4 - Customs will facilitate the importation of exhibits with dedicated channels and support measures, while traffic management will be optimized to handle visitor flow [11] - The expo aims to increase its impact through innovative forums and enhanced online trade opportunities, alongside cultural and tourism integration [12]