Core Viewpoint - The document outlines the management system for the shareholding and trading of company stocks by directors and senior management of Xuan Ya International Marketing Technology (Beijing) Co., Ltd, emphasizing compliance with relevant laws and regulations to maintain market order and transparency [1][2]. Group 1: General Provisions - The system aims to strengthen the management of shares held by directors and senior management, ensuring adherence to the Company Law and Securities Law [1]. - It applies to all directors and senior management, including the CEO, vice presidents, and financial directors, who must comply with the reporting obligations regarding their shareholdings [2]. Group 2: Information Reporting and Disclosure - The company secretary is responsible for managing the data and information related to the shareholdings of directors and senior management, ensuring timely reporting to the Shenzhen Stock Exchange [5]. - Directors and senior management must report their shareholding information within specific timeframes, such as within two trading days after changes occur [6][8]. Group 3: Shareholding Changes Management - Directors and senior management must notify the company secretary of their trading plans in writing before buying or selling shares, ensuring compliance with legal and regulatory requirements [7]. - Any changes in shareholdings must be reported within two trading days, including details such as the number of shares before and after the change [8][9]. Group 4: Restrictions on Trading - Directors and senior management are prohibited from trading company shares during certain periods, such as 15 days before the annual or semi-annual report announcements [9]. - Specific conditions restrict the transfer of shares, including a limit of 25% of their total shareholdings within a year [8][10]. Group 5: Responsibilities and Penalties - Violations of the trading regulations may result in disciplinary actions, including warnings, demotions, or legal consequences, depending on the severity of the breach [35][36]. - The company is required to maintain records of any violations and report them to regulatory authorities as necessary [36].

Core Viewpoint - The document outlines the external guarantee management system of Xuan Ya International Marketing Technology (Beijing) Co., Ltd, emphasizing the need for internal control, risk prevention, and compliance with relevant laws and regulations [1][2][3]. Group 1: General Principles - The company aims to strengthen internal control over external guarantee business and standardize guarantee behavior to prevent risks [1]. - The external guarantee management system applies to the company and its controlling subsidiaries, requiring approval from the shareholders' meeting or board of directors for any external guarantees [2][3]. Group 2: Guarantee Conditions - The finance department is responsible for handling guarantee business, ensuring personnel are qualified and knowledgeable about relevant laws and regulations [5][6]. - Prior to signing a guarantee contract, a letter of intent must be drafted, accompanied by necessary documentation [7]. Group 3: Approval Process - Guarantees exceeding 10% of the latest audited net assets or total guarantees exceeding 50% require board and shareholder approval [4][5]. - Independent directors may hire accounting firms to verify the company's guarantee situation if necessary [5][6]. Group 4: Risk Management - The board must assess the financial status and creditworthiness of the guaranteed party, ensuring compliance and risk control measures are in place [6][7]. - The company only accepts specific assets as collateral and must register or notarize these assets as required by law [7][8]. Group 5: Legal Responsibilities and Disclosure - The company must adhere strictly to the established system, with penalties for violations based on the severity of the situation [9][10]. - Timely disclosure of guarantees is required, including total amounts and any significant changes in the guaranteed party's financial situation [10][11].

General Principles - The company establishes the working rules for the Chief Executive Officer (CEO) to improve its governance structure in accordance with the Company Law and its Articles of Association [2] - The working rules apply to the CEO, Vice Presidents, and the Chief Financial Officer as defined in the Articles of Association [2] Appointment and Dismissal Procedures - The CEO is appointed or dismissed by the Board of Directors for a term of three years, with the possibility of reappointment [4] - Individuals with certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities, are prohibited from serving as CEO [5][6] Qualifications for the CEO - The CEO must possess extensive theoretical and practical management knowledge, strong economic management capabilities, and relevant industry experience [3][4] - The CEO should demonstrate integrity, diligence, and a strong sense of mission [4] Responsibilities and Authority of the CEO - The CEO is responsible for daily operations, implementing Board decisions, and reporting to the Board [8] - Key responsibilities include maintaining shareholder interests, ensuring asset preservation and appreciation, and adhering to legal and regulatory requirements [8][9] Reporting and Meeting Procedures - The CEO must regularly report to the Board on significant contracts, financial performance, and operational plans [10][11] - The CEO is required to convene meetings with senior management to discuss company operations and make decisions [9][10] Performance Evaluation and Rewards - The Board's remuneration and evaluation committee assesses the CEO's performance, which influences salary and incentives [14] - The CEO may receive material rewards for outstanding performance, including cash and other forms of compensation [14] Compliance and Accountability - The CEO must adhere to legal obligations and company policies, with penalties for violations including economic sanctions or dismissal [14][15] - The CEO is accountable for any losses incurred due to mismanagement or legal infractions [14][15]

Core Viewpoint - The company intends to extend the repayment of idle raised funds and continue using them for temporary working capital to address cash flow pressures due to overdue receivables from clients [4][5][7] Fundraising Overview - The total amount raised from the issuance of A-shares is approximately 294.90 million yuan, with a net amount of about 284.34 million yuan after deducting issuance costs [3] - As of July 18, 2025, the company has utilized approximately 92.88 million yuan of the raised funds, leaving about 203.03 million yuan temporarily idle [3][4] Previous Use of Idle Funds - In July 2024, the company approved the use of up to 100 million yuan of idle funds for temporary working capital, with a usage period not exceeding 12 months [4] Current Situation of Idle Funds - The company plans to extend the repayment of 100 million yuan of idle funds for an additional 12 months due to slower-than-expected cash inflow from overdue receivables [5][6] - The extension aims to maintain operational cash flow stability and improve the efficiency of fund usage [5][6] Justification for Extension - The company emphasizes that the use of idle funds will not affect the normal implementation of fundraising projects and is necessary to meet daily operational needs [5][6] - It is estimated that this temporary use of funds could save approximately 3 million yuan in financial costs over a year, based on current bank loan rates [5] Approval Process - The proposal for extending the repayment of idle funds has been approved by the company's board of directors, supervisory board, and independent directors, ensuring compliance with relevant regulations [6][7] - The independent directors and supervisory board agree that this decision will enhance fund utilization efficiency without harming the interests of shareholders [6][7]

证券代码：300781 证券简称：因赛集团 公告编号：2025-043 广东因赛品牌营销集团股份有限公司 根据《公司章程》及公司内部制度的有关规定，经董事会提名委员会审核， 公司董事会同意解聘赖晓平先生的首席技术官职务，解聘事项自本次董事会审议 通过之日起生效。 本次董事会解聘赖晓平先生的首席技术官职务后，赖晓平先生仍在公司担任 其他职务。本次解聘事项不会对公司的经营管理产生重大影响。 赖晓平先生原定任期至 2025 年 8 月 21 日届满，截至本公告日，赖晓平先生 未持有公司股份，不存在应当履行而未履行的承诺事项。虽然赖晓平先生不再担 任公司首席技术官职务，其仍需遵守《上市公司董事、监事和高级管理人员所持 本公司股份及其变动管理规则》《深圳证券交易所上市公司自律监管指引第 18 号——股东及董事、监事、高级管理人员减持股份》《深圳证券交易所上市公司 自律监管指引第 10 号——股份变动管理》等法律法规及规范性文件的相关规定。 特此公告。 广东因赛品牌营销集团股份有限公司董事会 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没 有虚假记载、误导性陈述或重大遗漏。 广东因赛品牌营销集团股份有限公司 ...

Group 1 - The company, Qizhi Group, announced a placement agreement with Haitong International Securities Group to issue 3 million new shares at a price of HKD 106.6 per share, representing approximately 1.14% of the existing issued shares [2] - The placement price of HKD 106.6 is about 17.04% lower than the closing price of HKD 128.5 on July 15 [2] - The expected total proceeds from the placement are approximately HKD 320 million, with a net amount of about HKD 314 million, resulting in a net issuance price of HKD 104.6 per share [2] Group 2 - Qizhi Group is the largest interactive machine marketing service provider in China, focusing on the consumer goods industry [2] - The company utilizes an extensive network of AI interactive terminals across mainland China, combined with its proprietary technology-driven online platform, to provide consumers with convenient and interactive product experiences [2] - The proceeds from the placement will be used for business operations, research and development investments, and optimizing the capital structure, which will enhance the company's liquidity and financial condition [4]

Core Viewpoint - Yuanlong Yatu has come under scrutiny due to a sales employee's forgery of sales contracts, which has led to a significant overstatement of profits and raised questions about the company's internal controls [2][4][12]. Financial Impact - The fraudulent activities resulted in an inflated profit of 29.35 million yuan for the first quarter of this year, causing the company's net profit to shift from a profit of 24.76 million yuan to a loss [2][4]. - For the first quarter of this year, Yuanlong Yatu reported a revenue of 685 million yuan and a net profit of 2.5 million yuan, indicating a substantial financial impact from the fraudulent activities [4]. - The company anticipates a net loss of 5 to 10 million yuan for the first half of this year, compared to a profit of 25.79 million yuan in the same period last year [5]. Internal Control Issues - Despite previous claims of effective internal controls, the company failed to detect the fraudulent activities over a three-year period, raising concerns about the robustness of its internal audit processes [12][13]. - The internal control audit conducted by a third-party firm concluded that the company maintained effective financial reporting controls, which has now been called into question [12][13]. - The incident has led to speculation about whether the fraudulent actions were the result of a single employee's misconduct or indicative of broader systemic issues within the company's operations [9][10]. Market Reactions - There is skepticism in the market regarding the company's ability to manage internal controls effectively, with some analysts questioning how a single employee could manipulate such significant financial figures without detection [9][10]. - The incident has sparked discussions about the reliability of third-party audits and the potential for undiscovered fraudulent activities within the company [12][13].

Core Insights - The article highlights the rapid development of big data and artificial intelligence, emphasizing how brand marketing companies utilize data mining and analysis tools to extract consumer behavior patterns, interests, potential needs, and market trends, ultimately providing comprehensive services to clients [1] Company Overview - TuKuo Marketing, established in 2014, is a one-stop integrated marketing service provider focused on full-platform search marketing, with a professional service team comprising optimization, online marketing planning, product development, and customer service teams [3] - The company offers a wide range of services, including SEO for official websites, brand maintenance, advertising, video creation, ranking optimization, and app user acquisition across various platforms such as traditional search engines, short video platforms, social media, and app markets [3] Technological Integration - TuKuo Marketing has developed 23 AI intelligent systems, including tools like DongSouDi, TuKuo Public Opinion Monitoring, TuKuo Short Video SaaS, and TuKuo Self-Media System, which enhance website analysis, ranking optimization, and brand monitoring [3][4] - The integration of AI technology throughout the marketing process allows for deep consumer data analysis, precise audience targeting, and the generation of creative marketing materials that resonate with consumers, facilitating rapid word-of-mouth expansion [4] Competitive Landscape - BlueFocus, a well-known player in the marketing industry, leverages its extensive experience and professional team to innovate marketing models, utilizing advanced digital technologies for comprehensive marketing channel construction [5] - The shift in brand marketing from single reliance to a fully collaborative ecosystem is noted, where traditional media remains crucial for mass recognition while emerging platforms enable precise targeting and conversion [5] - TuKuo Marketing is positioned as a leading choice for clients in this evolving landscape, emphasizing the need for unified content strategies and integrated user behavior data across channels to enhance marketing ROI [5]

Core Viewpoint - Yuanlong Yatu (元隆雅图) is facing significant internal issues, including a case of employee misconduct involving the forgery of contracts, which has led to a projected net loss for the first half of 2025 and potential impacts on past financial results [1][2][3] Financial Performance - The company expects a net loss of between 5 million to 10 million yuan for the first half of 2025, compared to a profit of 25.79 million yuan in the same period last year [3] - The preliminary investigation indicates that the forged contracts could affect the company's first-quarter sales revenue for 2025 by approximately 29.35 million yuan [1][3] - For the first half of 2025, the company anticipates revenue of about 1.407 billion yuan, reflecting a slight increase year-on-year after accounting for the impact of the fraudulent activities [3] Internal Management Issues - The misconduct by the sales employee, which involved the creation of fictitious sales over a period of two years, highlights significant deficiencies in the company's internal management [2][3] - The company has reported the incident to the police and is cooperating with the investigation, which has led to criminal charges against the employee involved [2] Historical Performance Trends - Yuanlong Yatu's revenue has declined over the past two years, with reported revenues of 2.692 billion yuan in 2023 and 2.790 billion yuan in 2024, reflecting year-on-year changes of -18.19% and +3.65%, respectively [6] - The net profit for 2023 was 23.66 million yuan, which dropped to a loss of 184 million yuan in 2024, indicating a significant decline in profitability [6] Business Segments - The company operates in two main business segments: "Full Case Marketing" and "IP Cultural Creation," providing various marketing services and cultural products [5] - In 2024, the revenue from promotional services grew by 151.86%, while the revenue from gift products declined by 3.88% [6] Executive Compensation - Despite the financial downturn, four executives at Yuanlong Yatu received salaries exceeding 1 million yuan, raising concerns about management accountability in light of the company's performance [8][9]

Core Viewpoint - Yuanlong Yatu (元隆雅图) has reported a case of contract forgery by a sales employee, leading to a police investigation and potential financial impacts on the company's revenue and profit forecasts for 2025 [1][2] Group 1: Incident Details - A sales employee at Yuanlong Yatu was found to have forged customer seals and sales contracts, resulting in the illegal appropriation of company assets [1] - The company has filed a report with the Beijing Public Security Bureau, which has initiated a criminal investigation and taken coercive measures against the suspect [1] - Preliminary investigations indicate that the forged contracts could affect the company's sales revenue for the first quarter of 2025 by approximately 29.35 million yuan [1] Group 2: Financial Impact - Yuanlong Yatu anticipates a net profit loss of 5 million to 10 million yuan for the first half of 2025, marking a shift from profit to loss year-on-year [2] - The company expects a decrease in non-recurring net profit by 800,000 to 1.3 million yuan, reflecting a year-on-year decline of 134.27% to 155.69% [2] - The expected revenue for the first half of 2025 is approximately 1.407 billion yuan, adjusted for the impact of the incident [2] Group 3: Business Operations - Yuanlong Yatu specializes in providing integrated marketing services, including promotional gifts, digital marketing, and new media advertising [2] - The company has seen a significant increase in revenue from financial clients and other major customers, despite the ongoing investigation [2] Group 4: Stock Performance - Yuanlong Yatu's stock price has experienced significant fluctuations, recently closing at 20.7 yuan per share, which is a 70% increase from the low in early April, despite a 24% drop from the mid-June peak [3] - The company clarified that its business with Pop Mart is primarily B2B, with limited revenue contribution from related IP projects [3]