修订 | 原编号 | 原条款内容 | 现编号 | 现条款内容 | 修订依据 | | --- | --- | --- | --- | --- | | 类型 | | | | | | - 修订 | 股东大会 | 统一修改为股东会 | | | | 公司制定、实施利润分配、资本公积金 | | | | | | 转增股份方案时，应当严格遵守本制度 | | | | 公司制定、实施利润分配、资本公积金转 | | 增股份方案时， | | | | | | 第 一 章 | 规定。涉及高比例送转股份的，公司还 | | 第一章第 | 应当严格遵守本规则。涉及高比 | | 例送转股份的，公司还 | 更新引用的规 | | | | | 修订 | | | | | | 第二条 | 应当遵守深圳证券交易所《上市公司信 | 二条 | | 应当遵守《深圳证券交易所上市公 | | 1 司自律监管指引第 | 章制度 | | | | | 息披露指引第 | 1 号——高比例送转股 | | 号——主板上市公司规范运作》。 | | | 份》。 | | | | | | 公司制定利润分配方案时，应当以母公 | | | | | | 司报表中可供分配利润为依据。同时， | ...

修订 | 原编号 | 原条款内容 | 现编号 | 现条款内容 修订依据 | | --- | --- | --- | --- | | 类型 | | | | | | 审计委员会成员由五名董事组成，独立 | | | | | 董事应当过半数，委员中至少有一名独 | | | | | 立董事为专业会计人士。 | | 审计委员会成员由五名董事组成，独立董事应当过 | | 半数， | | | | | | 审计委员会设主任委员（召集人）一名， | | 委员中至少有一名独立董事为专业会计人 | | 士。 | | | | | | 由独立董事委员担任，应为熟悉财务金 | | 审计委员会设主任委员（召集人）一名，由 | | 独立董事委 | | | | | 第二章 | | 第二章第 | 外部监管规定 | | 修订 | 融的专业人士。主任委员负责主持委员 | | 员担任，应为会计专业人士。主任委员负 | | 责主持委员会 | | | | | 第五条 | 五条 | | 与《公司章程》 | | | 会工作，主任委员由董事会在委员会委 | | 工作，主任委员由董事会在委员会委员内直 | | 接选举产生。 | | | | | | 员内直接选举产生 ...

Core Points - The article discusses revisions to regulations regarding independent directors in companies, emphasizing the need for independence and the qualifications required for such positions [1][2][3] Group 1: Independent Director Qualifications - Independent directors must maintain independence and cannot have certain relationships with the company or its major shareholders [1][2] - Specific disqualifications include holding more than 1% of the company's shares or being employed by major shareholders or their affiliates [1][2] - Independent directors must have at least five years of relevant work experience in law, accounting, or economics [2][3] Group 2: Nomination and Election Process - Shareholders holding more than 1% of the company's shares can nominate independent director candidates, and the election must be approved by the shareholders' meeting [2][3] - The nomination process requires the consent of the nominee and a thorough understanding of their qualifications and independence [3][4] Group 3: Responsibilities and Powers of Independent Directors - Independent directors are responsible for participating in board decisions and providing clear opinions on matters discussed [2][3] - They have the authority to independently hire intermediaries for audits or consultations and can propose the convening of temporary shareholder meetings [3][4] Group 4: Reporting and Disclosure Requirements - Independent directors must submit annual reports detailing their attendance at board meetings, participation in committees, and any significant communications with shareholders [3][4] - Companies are required to disclose the reasons for any independent director resignations and ensure compliance with independence standards [4][5]

证券日报网讯海峡股份（002320）9月2日在互动平台回答投资者提问时表示，根据前期公告披露，"棒 棰岛"轮拟按照二手船转让方式进行评估并进场交易，目前进场交易结束，棒棰岛轮于8月29日完成交 船。公司将综合考虑市场需求等因素推进船舶更新工作。 ...

General Principles - The rules are established to standardize company behavior and ensure shareholders can exercise their rights according to the Company Law, Securities Law, and the company's articles of association [1] - The company must strictly follow legal and regulatory requirements when convening shareholder meetings [1][2] - Shareholder meetings are categorized into annual and extraordinary meetings, with specific timelines for their convening [1][2] Convening Shareholder Meetings - The board of directors is responsible for convening shareholder meetings within the stipulated timeframes [2][5] - Independent directors can propose extraordinary meetings, and the board must respond within 10 days [2][5] - Shareholders holding more than 10% of shares can request the board to convene an extraordinary meeting, with similar response requirements [5][7] Proposals and Notifications - Proposals must fall within the scope of shareholder meeting authority and comply with legal requirements [8][9] - Shareholders holding at least 1% of shares can submit temporary proposals 10 days before the meeting [8][9] - Notifications for annual meetings must be sent 20 days in advance, while notifications for extraordinary meetings must be sent 15 days in advance [9][10] Conducting Shareholder Meetings - Meetings should be held at the company's registered address or another designated location [11] - Shareholders can attend in person or via authorized representatives, and the company must facilitate participation through various means [11][12] - The meeting must maintain order, and any disruptions should be reported to relevant authorities [12][13] Voting and Resolutions - Voting can be conducted through various methods, including online systems, and results must be announced immediately [24][25] - Resolutions require a majority or supermajority depending on the type of resolution, with specific rules for related party transactions [39][41] - The company must disclose the voting results and resolutions promptly after the meeting [25][26] Execution of Resolutions - The board of directors is responsible for executing the resolutions passed during the shareholder meetings [59][60] - The chairman of the board oversees the execution of resolutions and can convene temporary board meetings if necessary [61] Record Keeping - Detailed records of the meetings must be maintained, including attendance, proposals, and voting results [58][27] - Records should be preserved for at least ten years to ensure compliance and transparency [27]

Group 1: Commodity Market Overview - The domestic commodity futures market showed mixed results on September 2, with polysilicon and the European shipping index rising over 3% [1][2] - The China Securities Commodity Futures Price Index closed at 1436.21 points, up 7.06 points or 0.49% from the previous trading day [1] - The China Securities Commodity Index closed at 1983.90 points, up 9.75 points or 0.49% from the previous trading day [1] Group 2: Geopolitical Impact on Shipping and Oil Prices - The escalation of the Red Sea situation, following Israeli airstrikes and missile attacks on Israeli oil tankers, led to a near 9% increase in the European shipping index [2] - Despite the initial surge, analysts suggest that the geopolitical-driven rise in shipping may not be sustainable due to oversupply in the shipping market [2] - Oil prices have been supported by expectations of OPEC+ maintaining production levels and ongoing geopolitical tensions in the Middle East [3] Group 3: Lithium and Ethylene Glycol Market Trends - Lithium carbonate prices fell over 4% due to increased supply and reduced market sentiment, with the price index at 77,386 yuan per ton [4] - Ethylene glycol prices dropped 2.23% as domestic production increased and port inventories rose, with expectations of higher import volumes in the coming months [5]

Group 1 - The core viewpoint of the report is that Huayuan Securities has given a "buy" rating to COSCO Shipping Holdings (601919.SH) with a latest price of 15.33 yuan [1] - The reasons for the rating include an increase in container shipping volume and profitability from terminal operations supporting the company's performance [1] - The report highlights that fluctuations in tariffs impact freight rates, while ongoing supply constraints and a stable market structure support industry profitability [1] - The company is noted for its stable mid-term dividends, emphasizing its dividend attributes [1]

Group 1 - The core viewpoint of the report is that Huayuan Securities has given a "buy" rating for COSCO Shipping Energy Transportation Co., Ltd. (600026.SH) with a latest price of 10.64 yuan [1] - The reasons for the rating include a short-term performance pressure due to a year-on-year decline in tanker route revenue, while the contribution from LNG business is increasing [1] - The report highlights that OPEC+ production increase is beneficial for VLCC, and freight rates are expected to remain strong [1] - The company has received approval from the CSRC for its private placement application [1]

【文/观察者网 熊超然】在航运领域，随着美国今年10月即将启动新的高额港口收费，中国航运公司正 同全球合作伙伴合作，减少在美国的业务，并探索更多区域市场机会。 今年早些时候，特朗普政府计划对进入美国港口的中国船只收取"附加服务费"，妄图遏制中国在全球造 船业中的主导地位。 报道称，中国航运企业已开始通过调整船队等措施，应对美方收费，同时降低在美国市场的运营风险。 业内分析人士指出，如果承运人持续减少在美国航线上部署中国制造船舶，那么在旺季时运力供应可能 变得不稳定，并可能逐步出现结构性运力短缺。 "集装箱航运业正经历一场前所未有的历史性变革。"中国远洋海运集团旗下在上海和香港上市的中远海 运控股股份有限公司上周发布的中期报告没有提及美国港口收费一事，但指出，作为对市场变化的前瞻 性应对举措，其正专注于拓展新兴市场和区域市场。 资料图：美国加利福尼亚州长滩港集装箱码头视觉中国 今年上半年，中远海运在中国大陆航线上的业务同比增长9.5%，亚洲内部航线增长5.2%，其他国际航 线（包括非洲和拉丁美洲）增长11.9%，其跨太平洋航线在同期也上升了4.7%。 中远海运子公司东方海外国际有限公司（OOIL）在其旗下东方海 ...

Investment Rating - The report maintains a "Buy" rating for the company [7]. Core Views - In Q2, the company achieved operating revenue of 2.77 billion yuan, a year-on-year decrease of 6.3%, while net profit attributable to shareholders was 520 million yuan, an increase of 42.5%. The non-recurring net profit was 380 million yuan, up 172.9% year-on-year. The high demand for external chartered ships has led to a tightening of domestic supply, improving both supply and pricing [5][11]. - The company has proposed a mid-term dividend for the first time, with a payout ratio of 84.3% and an annualized dividend yield of 8.2%, emphasizing shareholder returns [11]. Summary by Sections Financial Performance - In the first half of 2025, the company reported operating revenue of 5.34 billion yuan, down 7.0% year-on-year, and a net profit of 1.07 billion yuan, up 41.6%. The non-recurring net profit was 820 million yuan, an increase of 94.3% [5]. - In Q2, the company recorded a gross margin of 21.0%, an increase of 12.0 percentage points year-on-year, primarily due to the contribution from external chartered ships [11]. Market Dynamics - The external chartered ship market remains robust, with charter rates for 4,400 TEU vessels averaging 54.6k USD/day in Q2, a year-on-year increase of 57.7%. This has allowed the company to enhance its capacity deployment in the foreign trade market [11]. - Domestic shipping demand has shown signs of improvement, with container throughput in the first two quarters recording year-on-year changes of +2.1% and -2.1%, respectively. The domestic shipping price index has also improved significantly [11]. Future Outlook - The company anticipates a strong domestic shipping peak season in Q4, which is expected to release performance elasticity. Forecasted net profits for 2025-2027 are 2.14 billion, 2.43 billion, and 2.50 billion yuan, respectively, with corresponding P/E ratios of 10.3, 9.0, and 8.8 times [11].