Core Viewpoint - The company, Lanzhou Huanghe Enterprise Co., Ltd., is planning to change its business scope and amend its articles of association to enhance operational standards and governance in response to market needs and regulatory requirements [1][2]. Business Scope Change - The previous business scope included beer and malt production, wholesale and retail, storage, construction materials, and agricultural technology development [1]. - The new business scope will include licensed projects such as alcoholic beverage production, food production and sales, and livestock breeding, along with general projects like grain planting and sales, catering management, and recycling services [1][2][3]. Articles of Association Amendments - The amendments to the articles of association are in accordance with the Company Law and relevant regulations, reflecting the new business scope [2][3]. - Specific changes include the addition of new licensed and general projects, while maintaining the overall governance structure [2][3]. Approval Process - The changes to the business scope and articles of association require approval from the shareholders' meeting before implementation [8]. - The board of directors will seek authorization from the shareholders to handle the necessary regulatory filings after approval [8].

Core Viewpoint - The company, Lanzhou Huanghe, plans to establish a holding subsidiary to enhance its strategic layout and competitiveness in the beverage industry, particularly in the juice sector [1][14]. Group 1: Investment Overview - The company intends to invest in a joint venture with Chongqing Chengbiao Agricultural Development Co., Ltd. and Yancheng Silk Road Anlui Equity Investment Partnership (Limited Partnership) with a registered capital of 70 million yuan [1][6]. - The company will contribute 35.7 million yuan, holding a 51% stake in the joint venture [1][7]. Group 2: Joint Venture Details - The joint venture will be named Lanzhou Huanghe (Chongqing) Beverage Co., Ltd. and will focus on the production and sales of beverages, including fruit and vegetable juices [6][7]. - The joint venture's registered capital will be 70 million yuan, with the company holding 51%, Chongqing Chengbiao 30%, and Yancheng Anlui 19% [7]. Group 3: Investment Partners - Chongqing Chengbiao Agricultural Development Co., Ltd. has a registered capital of 100 million yuan and is involved in food production and sales [2][3]. - Yancheng Silk Road Anlui Equity Investment Partnership was established on October 26, 2023, with a focus on private equity investment and asset management [4][5]. Group 4: Purpose and Impact of Investment - The investment aims to promote the company's beverage business development, improve its industrial layout, and enhance overall strength [14]. - The company expects the investment to have a positive impact on long-term development and operational efficiency, funded by its own or raised capital [14].

Core Viewpoint - The stock of Ningbo Tianpu Rubber Technology Co., Ltd. has experienced significant abnormal fluctuations, leading to a temporary suspension of trading to protect investor interests [1][6]. Stock Trading Situation - The company's stock price saw a cumulative increase of over 20% in two consecutive trading days on September 2 and 3, 2025, indicating abnormal trading behavior [2][6]. - As of September 3, 2025, the stock had experienced four instances of abnormal fluctuations within ten trading days, qualifying as severe abnormal trading behavior [2][6]. Control Change Matters - A share transfer agreement and capital increase agreement were signed on August 21, 2025, with the acquirer aiming to gain control of the company, resulting in Yang Gongyifan becoming the actual controller post-transaction [3][6]. - The acquirer has no immediate plans to inject assets or significantly alter the company's main business within the next 12 months [3][6]. Business Performance - The company's main products remain unchanged, focusing on high polymer fluid pipeline systems and sealing system components primarily for traditional fuel vehicle manufacturing [5][10]. - For the first half of 2025, the company reported revenue of 150.98 million yuan, a year-on-year decline of 3.44%, and a net profit attributable to shareholders of 11.30 million yuan, also down year-on-year [5][11]. Financial Ratios - As of September 3, 2025, the company's closing price was 62.81 yuan per share, with a price-to-earnings (P/E) ratio of 272.5 and a price-to-book (P/B) ratio of 10.42, both significantly higher than the industry averages of 30.2 for P/E and 3.16 for P/B [5][10]. Market Risks - The stock price has increased by 135.77% over nine consecutive trading days from August 22 to September 3, 2025, which is a significant deviation from the company's fundamental value [4][10]. - The stock's short-term price increase has outpaced the Shanghai Composite Index, which rose by 4.01%, and the automotive parts industry index, which increased by 2.77% during the same period [10].

第一章 总则 第一条 为进一步完善公司治理结构，促进公司董事会规范 运作，提高公司经营决策的工作效率，保证科学决策，保护公司 和投资者利益，依据《中华人民共和国公司法》 （以下简称： 兰州黄河企业股份有限公司 董事会议事规则 （2025 年 9 月） 《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》等法律、法规及《兰州黄河企业股份有限公司 章程》 （以下简称： 《公司章程》）的规定，并结合公司实际情况， 制定本规则。 第二条 本规则对公司全体董事具有约束力。 第二章 董事会的职责 第三条 董事会对股东会负责，行使下列职权： （五）制订公司增加或者减少注册资本、发行债券或其他证 券及上市方案； （六）拟定公司重大收购、收购本公司股票或者合并、分立、 解散及变更公司形式的方案； （七）在股东会授权范围内，决定公司对外投资、收购出售 资产、资产抵押、对外担保事项、委托理财、关联交易、对外捐 赠等事项； （八）决定公司内部管理机构的设置； （九）决定聘任或者解聘公司总裁、董事会秘书及其他高级 管理人员，并决定其报酬事项和奖惩事项；根据总裁的提名，决 定聘任或者解聘公司副总裁 ...

Group 1 - The company plans to repurchase its A-shares with a total fund of no less than RMB 150 million and no more than RMB 300 million within 12 months from the board's approval date [1][2] - The repurchase aims to enhance investor confidence, improve long-term investment value, and support employee incentive plans [2][7] - The maximum repurchase price will not exceed 150% of the average trading price over the last 30 trading days prior to the board's decision [3][4] Group 2 - The repurchase will be funded through self-raised funds and a special loan of up to RMB 270 million from a bank, with a loan term not exceeding 36 months [5][12] - The estimated number of shares to be repurchased ranges from 16,666,666 to 33,333,332, representing approximately 1.35% to 2.69% of the total issued shares [4][6] - The company has established a dedicated securities account for the repurchase of shares [12] Group 3 - The management believes that the repurchase will not adversely affect the company's operational, financial, or debt repayment capabilities [7][8] - The company will disclose the progress of the repurchase in accordance with relevant regulations, including the results and any changes to the plan [12][13] - The board has authorized the management to handle all matters related to the repurchase within the legal framework [10][11]

Core Viewpoint - The article outlines the independent director system of Lanzhou Yellow River Enterprises Co., Ltd., emphasizing the importance of independent directors in enhancing corporate governance and protecting the interests of minority shareholders [1][2]. Summary by Sections General Principles - Independent directors are defined as those who do not hold any other positions in the company and have no direct or indirect interests that could affect their independent judgment [1]. - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their roles independently [2]. Independence and Qualifications of Independent Directors - The company will appoint three independent directors, including at least one accounting professional [2]. - Candidates for independent directors must meet specific qualifications, such as having a CPA license or relevant advanced degrees and experience in accounting or finance [2][3]. Responsibilities and Duties of Independent Directors - Independent directors are required to participate in board decisions, supervise potential conflicts of interest, and provide professional advice to enhance decision-making [12][19]. - They have special rights, including the ability to hire external consultants and propose meetings [26][29]. Nomination and Election of Independent Directors - The nomination process for independent directors must be transparent, with candidates required to declare their qualifications and independence [8][9]. - The company must disclose any objections raised by the Shenzhen Stock Exchange regarding the candidates' qualifications [19]. Term and Replacement of Independent Directors - Independent directors serve terms aligned with other board members, with a maximum continuous service of six years [10]. - The company must complete the replacement of independent directors within sixty days if their departure affects the required composition of the board [11]. Support for Independent Directors - The company is obligated to provide necessary resources and support for independent directors to fulfill their duties effectively [43][45]. - Independent directors should have equal access to information and be involved in significant decision-making processes [44][47]. Reporting and Accountability - Independent directors must submit annual reports detailing their activities and participation in board meetings [42][20]. - They are required to report any obstacles encountered while performing their duties to the relevant authorities [41][48].

证券代码：300277 证券简称：海联讯 公告编号：2025-056 杭州海联讯科技股份有限公司 关于深圳证券交易所上市审核中心 审核公司换股吸收合并杭州汽轮动力集团股份有限公 完整，没有虚假记载、误导性陈述或重大遗漏。 杭州海联讯科技股份有限公司（以下简称"海联讯"或"公司"）拟通过向 杭州汽轮动力集团股份有限公司（以下简称"杭汽轮"）全体换股股东发行 A 股 股票的方式换股吸收合并杭汽轮（以下简称"本次交易"）。 根据深圳证券交易所上市审核中心有关工作安排，拟于近期审核公司本次交 易事项，具体会议时间待确定后另行公告。 公司本次交易事项尚需深圳证券交易所审核通过，并获得中国证券监督管理 委员会同意注册的决定后方可实施。本次交易事项能否通过审核、注册以及最终 通过审核、注册的时间尚存在不确定性。公司将严格按照相关法律法规的规定和 要求履行信息披露义务，敬请广大投资者关注公司后续公告并注意投资风险。 特此公告。 杭州海联讯科技股份有限公司董事会 司暨关联交易事项会议安排的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、 ...

证券代码：000151 证券简称：中成股份 公 告编号：2025-65 本公司及董事会全体成员保证信息披露内容的真实、准确、完整，没有虚假记 载、误导性陈述或者重大遗漏。 中成进出口股份有限公司 第九届董事会第二十八次会议决议公告 中成进出口股份有限公司（以下简称"公司"或"上 市公司"）董事会于 2025 年 8 月 29 日以书面及电子邮件 形式发出公司第九届董事会第二十八次会议通知，公司于 京市东城区安定门西滨河路 9 号中成集团大厦公司会议室 召开第九届董事会第二十八次会议。本次会议应到董事 11 名，实到董事 11 名，会议的召开符合《公司法》等有关法 律、行政法规和《公司章程》的规定。 公司董事长朱震敏先生主持了本次董事会会议，会议 采用举手表决方式，由主持人计票并宣布表决结果：列席 本次会议的有公司监事及高级管理人员。本次董事会会议 审议并表决通过了以下议案： 一、审议通过《关于中成进出口股份有限公司发行股 份购买资产并募集配套资金符合相关法律、法规规定的议 案》 公司拟发行股份购买中国技术进出口集团有限公司 （以下简称"中技进出口"或"交易对方"）持有的中技 江苏清洁能源有限公司（以下简称"中 ...

General Provisions - The implementation rules for the cumulative voting system aim to improve the corporate governance structure of Lanzhou Yellow River Enterprises Co., Ltd. and protect the rights of minority shareholders [1] - Cumulative voting allows shareholders to allocate their voting rights among multiple candidates, with the highest vote-getters being elected [1][2] - The rules specify that both independent and non-independent directors are included in the definition of directors [1] Election of Directors - The election of directors can utilize cumulative voting as per the company's articles of association or shareholder resolutions, particularly when electing more than one independent director [1][2] - Separate voting is required for independent and non-independent directors when cumulative voting is employed [2][3] Nomination of Director Candidates - Nomination of director candidates must comply with relevant laws and internal regulations, with independent director nominations adhering to specific management guidelines [3][4] - Nominees must provide detailed personal information and consent to their nomination [3][4] Voting and Election Process - The calculation method for cumulative voting is defined, where the number of votes equals the number of shares held multiplied by the number of directors to be elected [5][6] - Voting must be conducted in a manner that ensures clarity and compliance with the cumulative voting process [5][6] - The election results require that candidates receive more than half of the voting rights held by attending shareholders to be elected [7][8] Additional Provisions - The rules stipulate that if there are ties in votes, a second round of voting will be conducted [8] - The implementation rules will take effect upon approval by the shareholders' meeting and will be subject to modification as necessary [8]

General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws [2] - The company is established as a joint-stock company in accordance with the Company Law and has undergone necessary registration procedures [2][3] - The registered capital of the company is RMB 185,766,000 [3] Business Objectives and Scope - The company's business objective is to operate according to international standards and to ensure the safety and appreciation of shareholders' investments [5] - The company is engaged in various activities including the production and sale of alcoholic beverages, food production, and investment activities [5] Shares - The company's shares are issued in the form of stocks, with equal rights for each share of the same category [6] - The total number of shares issued by the company is 185,766,000, all of which are ordinary shares [6] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, request meetings, supervise the company's operations, and transfer their shares [12][34] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [39] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [48] - Shareholder meetings must be convened in accordance with legal procedures, and the resolutions passed must comply with the required voting thresholds [80][81] Decision-Making and Voting - Ordinary resolutions require a simple majority of votes, while special resolutions require at least two-thirds of the votes [80][82] - The company must ensure that the voting process is transparent and that the interests of minority shareholders are protected [83]