Group 1 - The company has established a system for accountability regarding significant errors in annual report disclosures to enhance compliance and protect investor rights [1][2] - The system applies to various personnel including directors, senior management, subsidiary heads, controlling shareholders, and those involved in report preparation and disclosure [1] - The principles of the system include objectivity, accountability, and proportionality between fault and responsibility [1] Group 2 - Specific circumstances that warrant accountability include violations of accounting standards or disclosure guidelines that lead to significant errors or adverse effects [2] - The company has provisions for heavier penalties in cases of severe misconduct and lighter penalties for minor infractions [2] - The board of directors is responsible for handling accountability matters and must consider the opinions of those involved before making decisions [2][4] Group 3 - The system will be implemented following the board's approval and is subject to relevant national laws and regulations [4] - The board of directors holds the authority to interpret the system [4] - The system will take effect immediately upon the board's resolution [4]

Core Points - The document outlines the responsibilities, obligations, and authority of the CEO and senior management of Shanghai Jinjiang Online Network Service Co., Ltd [2][5] - It emphasizes the need for compliance with laws, regulations, and the company's articles of association [2][3] - The document establishes a reporting system for the CEO to the board of directors, ensuring transparency and accountability [10][11] Group 1: Obligations and Responsibilities - Senior management must adhere to legal regulations and the company's articles of association, with specific duties including not misappropriating company assets or funds [3][4] - They are required to act diligently and in good faith, ensuring fair treatment of all shareholders and timely reporting of the company's operational status [3][4] - Any income obtained by senior management in violation of these regulations must be returned to the company [5] Group 2: Authority of the CEO - The CEO is responsible for managing the company's operations, implementing board resolutions, and reporting to the board [5][6] - The CEO has the authority to propose the appointment or dismissal of senior management, except for the board secretary [5][6] - The CEO is required to consult with the labor union and employee representative assembly on matters affecting employee interests [6] Group 3: Meeting and Reporting Procedures - The CEO's office is responsible for organizing regular and ad-hoc meetings to address significant operational issues [7][8] - Decisions made in these meetings require a quorum of at least three-quarters of the members present [8] - The CEO must provide regular written reports to the board, detailing the implementation of board decisions and the company's financial status [10][11]

Core Points - The article outlines the establishment of a specialized meeting system for independent directors of Shanghai Jinjiang Online Network Service Co., Ltd to enhance corporate governance and ensure the interests of minority shareholders are considered [1][2][5] Group 1: Meeting Structure and Procedures - The specialized meeting of independent directors is defined as a meeting attended solely by independent directors, focusing on independent discussions and forming opinions from the perspective of the company and minority shareholders [1] - The specialized meeting must be held at least once a year, and can be convened by the meeting organizer or upon the proposal of more than half of the independent directors [2] - A quorum for the meeting requires the presence of more than half of the independent directors, with non-independent directors and relevant personnel allowed to attend but without voting rights [2][5] Group 2: Voting and Decision-Making - Voting at the specialized meeting is conducted on a one-vote-per-person basis, using methods such as on-site voting, written voting, or other legally permitted methods [2] - Independent directors must personally attend the meeting unless special circumstances arise, in which case they can delegate another independent director to attend and vote on their behalf [3] - Certain matters must be discussed and approved by a majority of independent directors before being submitted to the board for consideration, including related party transactions and changes to commitments [3][4] Group 3: Documentation and Reporting - The meeting must be documented accurately, reflecting the opinions of the independent directors, and these records must be signed by the independent directors [4] - Independent directors are required to submit an annual report to the company's annual shareholders' meeting, detailing the work of the specialized meetings [4][5] - The company must provide necessary working conditions and support for the independent directors to fulfill their responsibilities, including access to operational information and resources for conducting investigations [5]

Core Viewpoint - The establishment of the Strategic Investment and ESG Committee aims to enhance the company's core competitiveness, improve decision-making processes, and promote sustainable development through effective governance and ESG performance [2][4]. Group 1: Committee Formation and Structure - The Strategic Investment and ESG Committee is a specialized working body established by the board of directors, consisting of three to five directors, including at least one independent director [3][4]. - The committee is chaired by the company's chairman, and its members serve terms aligned with the board of directors [3][4]. - A working group is set up under the committee to provide daily operational and compliance support, composed of senior management and relevant personnel [3][4]. Group 2: Responsibilities and Authority - The committee's main responsibilities include researching and proposing suggestions on the company's long-term strategic planning, major investment financing plans, and capital operations [4]. - It is tasked with overseeing ESG-related strategies and significant decisions, monitoring annual ESG performance, and reviewing the annual ESG report [4]. - The committee is responsible for examining other significant matters affecting the company's development and ensuring compliance with legal and regulatory requirements [4][5]. Group 3: Decision-Making Procedures - The committee's decision-making process involves preparing necessary materials and conducting pre-examination of proposals before submission to the board [5][6]. - Meetings require the attendance of at least two-thirds of the committee members, and decisions are made based on majority votes [8][9]. - The committee may invite external advisors for professional opinions when necessary, with costs covered by the company [8][9].

Core Points - The document outlines the governance structure and responsibilities of the board secretary of Shanghai Jinjiang Online Network Service Co., Ltd. [1] - The board secretary is a senior management position responsible for liaising with the Shanghai Stock Exchange and ensuring compliance with relevant laws and regulations [1][5]. Section Summaries Chapter 1: General Principles - The purpose of the system is to enhance the governance level of the company and regulate the appointment, duties, training, and assessment of the board secretary [1]. - The board secretary is accountable to the company and the board, and must perform duties faithfully and diligently [1]. Chapter 2: Appointment - The board secretary is nominated by the chairman and appointed or dismissed by the board within three months after the company's initial public offering or the previous secretary's departure [2]. - Candidates for the board secretary must possess good professional ethics, relevant knowledge in finance, management, and law, and have necessary work experience [2]. - Individuals with certain disqualifying conditions, such as legal restrictions or recent administrative penalties, are prohibited from serving as board secretary [2][3]. Chapter 3: Duties - The board secretary is responsible for managing information disclosure, investor relations, and organizing board and shareholder meetings [5]. - The secretary must ensure compliance with confidentiality regarding undisclosed significant information and report any breaches to the Shanghai Stock Exchange [5][6]. - The company must provide necessary support for the board secretary to fulfill their duties, including access to financial and operational information [6][7].

上海锦江在线网络服务股份有限公司 第一条 为完善公司治理结构，提高董事会科学决策能力，做到事前审计、专业审计， 确保董事会对经营层的有效监督，根据《中华人民共和国公司法》 （以下简称"《公司法》" ）、 《上市公司治理准则》 《上市公司独立董事管理办法》《上海证券交易所上市公司自律监管指 引第 1 号——规范运作》和其他有关法律、行政法规、部门规章、规范性文件(以下合称"法 律法规")及《上海锦江在线网络服务股份有限公司章程》（以下简称"《公司章程》"）的有 关规定，制定本工作细则。 第二条 董事会审计与风控委员会（以下简称"审计与风控委员会"）是董事会设立的 专门工作机构，行使《公司法》规定的监事会的职权，对董事会负责。 第二章 人员组成 第三条 审计与风控委员会成员由三至五名董事组成，成员应当为不在公司担任高级管 理人员的董事，其中独立董事应当过半数且至少有一名独立董事为会计专业人士。董事会成 员中的职工代表可以成为审计与风控委员会成员。 审计与风控委员会成员应当具备履行公司审计与风控委员会工作职责的专业知识和经 验。 董事会审计与风控委员会工作细则 第一章 总 则 第四条 审计与风控委员会委员由董事长、 ...

Group 1: Bond Overview - The bond is named "招商局公路网络科技控股股份有限公司 2017 年面向合格投资者公开发行公司债券（第一期）（品种二）" with a code of 112563 and a term of 10 years [3] - The bond has an interest rate of 4.98% and a total issuance scale of RMB 1 billion, with the same amount remaining [3] - The bond was issued on August 7, 2017, and listed for trading on the Shenzhen Stock Exchange on August 28, 2017 [3] Group 2: Financial Performance - The company's operating income for 2024 was RMB 12.711 billion, a 30.62% increase from RMB 9.731 billion in 2023 [7] - The total assets of the company increased by 1.07% to RMB 159.169 billion in 2024 from RMB 157.482 billion in 2023 [7] - The net profit attributable to the parent company decreased by 21.35% to RMB 5.322 billion in 2024 from RMB 6.767 billion in 2023 [7] Group 3: Fund Utilization - The total amount raised from the bond issuance was RMB 3 billion, with RMB 1.5 billion allocated for working capital and the remaining for equity investments or asset acquisitions [8] - As of December 31, 2024, all raised funds were utilized as planned, with no remaining balance [8] Group 4: Debt Servicing and Management - The issuer has established a dedicated repayment task force to ensure timely payment of bond principal and interest [10] - The issuer has maintained compliance with the bondholder meeting rules, although a scheduled meeting was canceled due to insufficient attendance [13] - The issuer's debt servicing capability is strong, with a cash interest coverage ratio of 3.87 in 2024, up from 3.37 in 2023 [14]

Core Points - The company announced a cash dividend of 0.131 yuan per share for its A shares [1][2] - The dividend distribution plan was approved at the annual shareholders' meeting held on April 22, 2025 [1] - The record date for shareholders to receive the dividend is June 19, 2025, with the ex-dividend date on June 20, 2025 [2] Dividend Distribution Details - The total number of shares for the dividend distribution is based on the company's total share capital of 1,609,653,858 shares [2] - Cash dividends will be distributed through China Securities Depository and Clearing Corporation Limited Shanghai Branch [2] - Shareholders who have not completed designated transactions will have their dividends held by the clearing company until the transactions are completed [2] Taxation Information - Individual shareholders holding shares for over one year are exempt from personal income tax on dividends [3] - For shares held for one month or less, the full dividend amount is subject to personal income tax, while shares held between one month and one year are taxed at 50% of the dividend amount [3] - Qualified Foreign Institutional Investors (QFII) will receive a net cash dividend of 0.1179 yuan per share after a 10% withholding tax [4][5] Contact Information - Shareholders with inquiries regarding the dividend distribution can contact the company's securities department at 07715520235 [6]

Group 1 - The company is issuing a technology innovation corporate bond (first phase) from June 14 to June 17, 2024, with a maturity date of June 17, 2025 [1][2] - The bond, named "24 Zhaolu K1," has a coupon rate of 2.34%, resulting in an interest payment of RMB 23.40 per 1,000 yuan face value [2][3] - The issuer's credit rating is AAA with a stable outlook, and the bond itself has not been rated [2] Group 2 - Interest payments will be made to all registered holders of "24 Zhaolu K1" as of June 16, 2025, after the market closes [2][3] - The company will entrust China Securities Shenzhen Branch to handle the interest payment process [3] - Individual bondholders are subject to a 20% personal income tax on the interest earned, which will be withheld at the time of payment [3][4]

Core Viewpoint - The company has approved a profit distribution plan for the fiscal year 2024, which includes a cash dividend of 0.52 RMB per 10 shares, totaling approximately 68.76 million RMB, without any stock bonus or capital reserve conversion [1][2][3]. Group 1: Profit Distribution Plan - The profit distribution plan is based on a total share capital of 1,322,400,000 shares, with a cash dividend of 0.52 RMB per 10 shares, amounting to a total cash dividend of 68,764,800 RMB (including tax) [2][3]. - The remaining distributable profits will be carried forward for future use, and any changes in share capital before the record date will lead to adjustments in the cash dividend per share while keeping the total distribution amount unchanged [1][2][3]. Group 2: Dividend Payment Details - The record date for the dividend distribution is set for June 17, 2025, and the ex-dividend date is June 18, 2025 [4]. - The dividend will be distributed to all shareholders registered with the China Securities Depository and Clearing Corporation Limited, Shenzhen Branch, as of the record date [4]. Group 3: Taxation and Adjustments - The cash dividend amount per share is subject to different tax rates based on the type of shareholder, with specific provisions for Hong Kong investors and domestic investors [3][4]. - Following the profit distribution, the minimum selling price for shares will be adjusted to 3.58 RMB per share, and the stock repurchase price will also be revised accordingly [5].