General Overview - The document outlines the operational guidelines for the General Manager of Zhejiang Zhengyu Industrial Co., Ltd, aiming to enhance corporate governance and ensure efficient management [1][2]. Qualifications and Appointment Procedures - The General Manager must possess extensive economic and management knowledge, strong operational capabilities, and relevant work experience [1][2]. - Individuals with specific disqualifying conditions, such as being banned by regulatory authorities, cannot serve as General Manager [2]. - The General Manager is appointed or dismissed by the Board of Directors, with a term of three years, which can be renewed [2][3]. Powers of the General Manager - The General Manager is responsible for the company's operational management and has the authority to make decisions on external investments and asset disposals within the limits set by the Board [3][4]. - Specific transaction limits are defined, such as transactions involving assets not exceeding 10% of the company's audited total assets or net assets, with absolute monetary caps [4][5]. Responsibilities of the General Manager - The General Manager must protect the company's assets, adhere to the company's articles of association, and report regularly to the Board [6][7]. - Responsibilities include market analysis, quality management, and ensuring compliance with legal and regulatory requirements [7][8]. Management Meetings - The General Manager's office meetings are convened to address significant operational decisions, ensuring informed and timely decision-making [8][9]. - The meetings include senior management and can involve Board members, with records maintained for at least ten years [8][9]. Reporting System - The General Manager is required to report regularly to the Board and the Audit Committee, providing essential financial statements and operational updates [9].

Core Viewpoint - The company announced the cancellation of certain stock options from its 2022 restricted stock and stock option incentive plan, which involves a total of 686,877 stock options that have not been exercised [1][7][8]. Group 1: Approval Process - The company held meetings of the board and supervisory committee to review and approve the cancellation of stock options, ensuring compliance with relevant regulations and obtaining necessary authorizations [1][2][6]. - Independent directors provided their opinions on the proposals related to the incentive plan, affirming the legitimacy of the process [1][6]. Group 2: Details of Cancellation - The cancellation involves 225,000 stock options held by two incentive recipients, with an additional 461,877 stock options being canceled due to not being exercised [7]. - The total number of stock options canceled amounts to 686,877, as authorized by the shareholders at the 2021 annual meeting [7][8]. Group 3: Impact on the Company - The cancellation of stock options is in accordance with the relevant regulations and will not have a significant impact on the company's financial status or operational results [7][8]. - The supervisory committee and independent financial advisors have confirmed that the cancellation aligns with legal requirements and does not harm the interests of the company or its shareholders [8][9].

Core Viewpoint - Magnesium Technology Co., Ltd. has submitted a listing application to the Hong Kong Stock Exchange, aiming to raise funds for enhancing R&D capabilities, expanding product offerings, and improving sales networks, despite facing significant financial losses and liquidity risks [1][10]. Financial Performance - From 2022 to 2024, the company's revenue increased from 388 million RMB to 1.42 billion RMB, achieving a CAGR of 91.3%. However, a decline in revenue of 6.15% is projected for 2024, raising concerns about the sustainability of growth [1][9]. - Cumulative losses from 2022 to 2024 amounted to 1.071 billion RMB, with total losses exceeding 1.6 billion RMB since inception [9][10]. Operational Challenges - The company heavily relies on third-party suppliers for procurement, production, and delivery, which has led to a lack of control over costs and operational efficiency [2][11]. - In 2024, 77.2% of the company's procurement came from its top five suppliers, indicating a high dependency on external sources [11]. Market Position and Competition - Magnesium Technology's solutions are used in approximately 10% of new vehicles equipped with smart cockpit domain control systems in China as of 2024 [3]. - The company faces increasing competition from major automotive manufacturers who are developing their own cockpit chips and intelligent driving systems, which could further squeeze Magnesium Technology's market share [12]. Legal and Financial Risks - The company has been experiencing cash outflows, with a total of 1.393 billion RMB in net cash outflows during the reporting period, leading to liquidity concerns [10]. - The implementation of "back-to-back" payment arrangements may expose the company to legal risks, particularly as it transitions to a larger enterprise status, which could conflict with new regulations regarding payment terms [13][15].

General Provisions - The establishment of the Nomination Committee aims to improve corporate governance and optimize the composition of the board of directors [1] - The committee is responsible for drafting selection criteria and procedures for directors and senior management, as well as reviewing and proposing candidates [1][2] Composition of the Committee - The Nomination Committee consists of three directors, with independent directors making up the majority [2] - The committee members are nominated by the chairman, more than half of the independent directors, or at least one-third of all directors, and elected by the board [2] Responsibilities and Authority - The main responsibilities of the Nomination Committee include researching selection criteria, selecting qualified candidates, and reviewing their qualifications [2][3] - The committee must propose recommendations to the board regarding the nomination or dismissal of directors and the hiring or firing of senior management [2][3] Meeting Rules - The Nomination Committee meetings are held as needed, with a requirement for two-thirds of members to be present for decisions to be valid [3][4] - Decisions can be made through various communication methods, and members must sign the meeting records [4][5] Implementation and Confidentiality - The committee's decisions take effect upon signing by attending members, and any changes must follow legal procedures [5][6] - Members are obligated to maintain confidentiality regarding unpublished information and cannot use insider information for personal gain [6]

Company Overview - DITONG Industrial Holdings Group Co., Ltd. was established on April 8, 2008, with a registered capital of 214.28 million yuan [1][2] - The company specializes in the research, production, and sales of automotive stamping and welding metal parts, as well as stamping molds, and has strong competitiveness in the domestic passenger vehicle parts supply and related mold development [2] Financial Performance - Total assets as of December 31, 2022, were 3.49 billion yuan, an increase from 3.12 billion yuan in 2021 and 2.91 billion yuan in 2020 [3] - Operating revenue for the years 2020, 2021, and 2022 was 1.53 billion yuan, 1.86 billion yuan, and 2.14 billion yuan respectively [3] - Net profit for the same years was 98.41 million yuan in 2020, 182.50 million yuan in 2021, and 95.32 million yuan in 2022, with a notable decrease in 2022 compared to 2021 [3] - The company's asset-liability ratio was 73.19% in 2022, up from 70.57% in 2021 [3] IPO and Regulatory Actions - On June 29, 2023, the company initiated IPO counseling registration with the Hunan Securities Regulatory Bureau, with the counseling agency being Industrial Securities [1] - Due to strategic planning adjustments, the company applied to withdraw its IPO application on June 26, 2024, which was subsequently accepted by the Shanghai Stock Exchange [1] Shareholding Structure - The actual controllers of the company are Yu Deyou and Wang Jinfeng, who collectively control 56.18% of the voting rights [5] - Yu Deyou directly holds 20.81% of the shares, while Wang Jinfeng indirectly controls 31.83% through Taizhou Ditong Enterprise Management Co., Ltd. [5]

Group 1 - The company expects to achieve a net profit attributable to shareholders of the parent company between 380,000 and 560,000 yuan for the first half of 2025, representing a decrease of 4,592,900 to 4,412,900 yuan compared to the same period last year, a year-on-year decrease of 92.36% to 88.74% [1][2] - The expected net profit for the company is projected to be -260,000 yuan, which is a decrease of 4,371,200 to 4,285,200 yuan compared to the same period last year, reflecting a year-on-year decrease of 96.17% to 94.28% [1][2] - The performance forecast has not been audited by a registered accountant [1][2] Group 2 - The total profit for the same period last year was 5,126,000 yuan, with a net profit attributable to shareholders of the listed company at 4,972,900 yuan, and a net profit after deducting non-recurring gains and losses of 4,545,200 yuan [2] - The earnings per share for the previous year was 0.009 yuan [2] Group 3 - The main reasons for the expected decrease in performance include intense industry competition leading to a decline in the selling price of commercial vehicle electronic products, and the gross profit margin of newly added passenger vehicle electronic products and optical injection molding parts being lower than that of commercial vehicle electronic products, resulting in a decline in the overall gross profit margin for the first half of 2025 [2] - A decrease in bank deposit interest rates has led to a decline in interest income in financial expenses compared to the previous year [2] - The newly acquired subsidiary, Anhui Alpha Silicon New Energy Common Technology Research Institute Co., Ltd., experienced a reduction in customer demand, resulting in lower-than-expected sales orders and losses, which contributed to the decrease in net profit attributable to the parent company in the consolidated financial statements [2]

Core Points - The company has established a system to prevent major shareholders and their affiliates from occupying company funds, ensuring the protection of all shareholders and creditors' rights [1][2] - The regulations are legally binding for the company, shareholders, directors, and senior management [2] - The company prohibits various methods of fund provision to major shareholders and their affiliates, including loans and debt repayments [2][3] Summary by Sections Section 1: Definition and Purpose - Major shareholders are defined as those holding more than 5% of the company's shares [1] - Fund occupation includes both operational and non-operational forms, such as related party transactions and payments for expenses on behalf of major shareholders [1] Section 2: Regulations and Enforcement - The regulations become effective immediately upon approval and are binding [2] - The company must adhere to these regulations in transactions with major shareholders and their affiliates [2] Section 3: Responsibilities and Oversight - The board of directors and senior management are legally obligated to protect the company's assets and funds [3] - The finance department is responsible for regular checks on transactions with major shareholders to prevent fund occupation [3] Section 4: Consequences of Violations - The board must take action against major shareholders if they infringe upon company assets, including legal action if necessary [3][4] - Disciplinary actions and economic penalties will be imposed on responsible parties for non-compliance with the regulations [4]

江苏日盈电子股份有限公司 第一章 总则 第一条 为完善江苏日盈电子股份有限公司（以下简称"公司"）法人治理 结构，建立公司董事选举程序制度，保证股东权力得到充分行使，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》"）、《上市公司治理准则》以及公司章程的有关规定，制 订本实施细则。 第二条 本实施细则所称累积投票制，是指公司股东会在选举董事时，股东 所持的每一有效表决权股份拥有与该次股东会应选董事总人数相等的投票权，股 东拥有的投票权等于该股东持有股份数与应选董事总人数的乘积，并可以集中使 用，即股东可以用所有的投票权集中投票选举一位候选董事， 也可以将投票权 分散行使、投票给数位候选董事，最后按得票的多少决定当选董事。 第三条 本实施细则适用于选举或变更董事的议案。 第四条 本实施细则所称"董事"包括独立董事和非独立董事。 由职工代表担任的董事由公司职工民主选举产生或更换，不适用于本实施细 则的相关规定。 第二章 董事候选人的提名 第五条 公司董事会以及单独或者合并持有公司 1%以上股份的股东有权提 名非职工代表担任的董事候选人。独立董事与其他董事应 ...

江苏日盈电子股份有限公司 独立董事工作制度 第一章 总则 第一条 为了促进江苏日盈电子股份有限公司（以下简称"公司"或"本公司"） 规范运作，维护公司整体利益，保护中小股东合法权益，根据《中华人民共和国公 司法》、《中华人民共和国证券法》、中国证券监督管理委员会（以下简称"中国 证监会"）《上市公司独立董事管理办法》（以下简称"《独董办法》"）、《上 海证券交易所股票上市规则》等有关规定和《江苏日盈电子股份有限公司章程》（以 下简称"《公司章程》"）规定，制定本制度。 （三）具备上市公司运作的基本知识，熟悉相关相关法律法规和规则； （四）具有五年以上履行独立董事职责所必需的法律、会计或者经济等工作经 验； 第二条 独立董事是指不在公司担任除董事外的其他职务，并与公司及其主要 股东、实际控制人不存在直接或者间接利害关系，或者其他可能影响其进行独立客 观判断关系的董事。 独立董事应当独立履行职责，不受公司及其主要股东、实际控制人等单位或者 个人的影响。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务。独立董事应当按照 法律、行政法规、中国证监会规定、《独董办法》、《规范运作》和《公司章程》 的规定，认真履行职 ...

江苏日盈电子股份有限公司 股东会议事规则 第一章 总 则 第一条 为规范江苏日盈电子股份有限公司（以下简称"公司"）行为，保 证公司股东会依法行使职权，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》"）等有关规定和《江 苏日盈电子股份有限公司章程》（以下简称"《公司章程》"）的规定，制定本规 则。 第二条 公司应当严格按照法律、法规、规范性文件、 《公司章程》及本规 则的相关规定召开股东会，保证股东能够依法行使权利。 公司董事会应当切实履行职责，认真、按时组织股东会。公司全体董事应 当勤勉尽责，确保股东会正常召开和依法行使职权。 第三条 股东会是公司的权力机构，应当在《公司法》等相关法律、法规、 规范性文件以及《公司章程》规定的范围内行使下列职权： （一）选举和更换非由职工代表担任的董事，决定有关董事的报酬事项； （二）审议批准董事会的报告； ?? （六）对公司合并、分立、解散、清算或者变更公司形式作出决议； ?? （七）修改本章程； ?? （九）审议批准《公司章程》规定的担保事项；?? （十）审议公司在一年内购买、出售重大资产超过公司最近一期经审 ...