证券代码：600623 证券简称：华谊集团 公告编号：2025-046 900909 华谊 B 股 上海华谊集团股份有限公司 2025年第三次临时股东大会决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东大会召开的时间：2025 年 7 月 31 日 | 份总数的比例（%） | | | --- | --- | | 其中：A 股股东持股占股份总数的比例（%） | 59.1045 | | 境内上市外资股股东持股占股份总数的比例（%） | 0.6656 | (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次会议由上海华谊集团股份有限公司董事会召集，因董事长顾立立先生以 通讯方式出席本次会议，故现场会议由半数以上董事共同推举公司董事、总裁钱 志刚先生主持，采用现场投票和网络投票相结合的方式进行表决，本次会议的召 集、召开符合《公司法》和《公司章程》的有关规定。 (五)公司董事、监事和董事会秘书的出席情况 二、 议案审议情况 ...

上海市国茂律师事务所 关于上海华谊集团股份有限公司 二〇二五年第三次临时股东大会的 法律意见书 Shanghai International Economic & Trade Law Office 致:上海华谊集团股份有限公司 上海市国茂律师事务所(以下简称"本所")接受上海华谊集团 股份有限公司(以下简称"公司"）的委托,指派林芳芳律师、齐元 浩律师(以下简称"本所律师")出席了公司于 2025年7月 31 日召 开的 2025年第三次临时股东大会,对本次股东大会的召集、召开程序、 出席人员资格、表决程序、表决结果等事项发表法律意见。 上海市国茂律师事务所圆 (原上海国际经济贸易律师事务所) Shanghai International Economic & Trade Law Office SIETLO 电话:TELEPHONE:021-63201177 中国上海市人民路 885 号 淮海中华大厦 3 楼 305 室 200010 ROOM 305, 3 "FLOOR HUAI HAI CHINA BUILDING 885RENMIN ROAD SHANGHAI 200010, CHINA 传真:TELE ...

Group 1: Central Enterprises in Shanghai - Shanghai is home to 7 central enterprises, including China Shipbuilding Group, China Baowu Steel Group, and China Ocean Shipping Group, which have significant contributions to their respective industries [3][4][7][9]. - China Shipbuilding Group has a registered capital of 110 billion yuan, employs 347,000 people, and has an annual revenue of 361.9 billion yuan [3]. - China Baowu Steel Group has a registered capital of 52.791 billion yuan, employs 260,000 people, and has an annual revenue of 1,087.7 billion yuan [4]. - China Ocean Shipping Group has a registered capital of 11 billion yuan, employs 130,000 people, and has an annual revenue of 651.7 billion yuan [7]. - China Eastern Airlines Group has a registered capital of 25.287 billion yuan, employs 75,000 people, and has an annual revenue of 84 billion yuan [9]. - Commercial Aircraft Corporation of China has a registered capital of 50.101 billion yuan, employs 10,000 people, and has an annual revenue of 10.5 billion yuan [11]. - China Electrical Equipment Group has a registered capital of 30 billion yuan, employs 15,000 people, and has an annual revenue of 100 billion yuan [13]. - Bank of Communications, the first state-owned commercial bank, has a registered capital of 74.2 billion yuan, employs 90,000 people, and has an annual revenue of 403.9 billion yuan [15]. Group 2: Other State-Owned Enterprises in Shanghai - Shanghai hosts 45 state-owned enterprises, with notable examples including Shanghai International Group, Shanghai Guosheng Group, and Shanghai Shentong Metro Group [17]. - Shanghai International Group has a registered capital of 30 billion yuan, employs 15,000 people, and has an annual revenue of 725 million yuan [17]. - Shanghai Guosheng Group has a registered capital of 20.066 billion yuan, employs 5,000 people, and has an annual revenue of 1 billion yuan [17]. - Shanghai Shentong Metro Group has a registered capital of 290 million yuan, employs 15,000 people, and has an annual revenue of 402 million yuan [17]. - China Pacific Insurance Group has a registered capital of 9.62 billion yuan, employs 110,000 people, and has an annual revenue of 455 billion yuan [17]. - Shanghai Pudong Development Bank has a registered capital of 29.352 billion yuan, employs 59,000 people, and has an annual revenue of 173.434 billion yuan [17]. - Guotai Junan Securities, one of China's largest securities firms, has a registered capital of 8.905 billion yuan, employs 14,000 people, and has an annual revenue of 35.471 billion yuan [17]. - Shanghai Automotive Industry Corporation has a registered capital of 11.575 billion yuan, employs 200,000 people, and has an annual revenue of 744 billion yuan [17]. - Shanghai Electric Group has a registered capital of 15.579 billion yuan, employs 29,000 people, and has an annual revenue of 117.6 billion yuan [17]. - Shanghai Huayi Group has a registered capital of 12.131 billion yuan, employs 11,600 people, and has an annual revenue of 38.937 billion yuan [17].

Summary of Key Points Core Viewpoint - In the recent five trading days (July 21 to July 25), significant shareholder activities were observed, with 13 companies experiencing share increases totaling 341 million shares and an aggregate investment of 1.471 billion yuan, while 127 companies saw a total reduction of 7.589 billion yuan in shares [1]. Group 1: Shareholder Activities - A total of 13 companies had significant shareholder increases, with the highest increase from Everbright Bank, which saw 264 million shares added, amounting to 1.118 billion yuan [1]. - Ansteel Corporation followed with an increase of 31.93 million shares and an investment of 76.82 million yuan [1]. - The third highest increase was for Jerry Holdings, with a total increase of 5.85 million yuan [1]. Group 2: Sector Distribution - The majority of shareholder increases were concentrated in the main board, with a total increase of 1.471 billion yuan [1]. - Key industries with significant shareholder increases included basic chemicals and machinery equipment, each contributing three companies to the list [1]. Group 3: Market Performance - The average increase for stocks with shareholder increases over the past five days was 3.65%, outperforming the Shanghai Composite Index during the same period [1]. - Notable gainers included Kailong Co., with a rise of 14.81%, Liugong, with an increase of 9.85%, and Dongpeng Holdings, which rose by 7.38% [1]. - Conversely, Shanghai Bank and Everbright Bank experienced declines of 5.71% and 3.29%, respectively [1]. Group 4: Fund Flow and Performance Forecast - In terms of fund flow, stocks with shareholder increases saw significant net outflows, particularly from Liugong and Shanghai Bank, with outflows of 380 million yuan and 168 million yuan, respectively [2]. - Among the stocks with significant shareholder increases, five companies released half-year performance forecasts, with three expecting profit increases. An Tong Holdings projected a net profit of 515 million yuan, reflecting a year-on-year increase of 234.42% [2].

Core Viewpoint - Shanghai Huayi Group's controlling shareholder, Shanghai Huayi Holding Group Co., Ltd., has increased its stake in the company, raising its ownership from 37.66% to 38.00%, which triggers a 1% threshold for equity change [1][2]. Group 1: Shareholding Changes - The controlling shareholder's stake increased from 37.66% to 38.00% [1][2]. - The increase in shareholding was achieved through a plan to buy back shares, with a total investment amounting to between RMB 1.5 billion and RMB 3 billion [1]. - As of July 22, 2025, the total shares acquired amounted to 18,155,542, representing approximately 0.86% of the company's total share capital [2]. Group 2: Compliance and Regulations - The equity change does not trigger mandatory tender offer obligations [2]. - The increase in shareholding complies with relevant laws and regulations, including the Securities Law of the People's Republic of China and the Shanghai Stock Exchange's self-regulatory guidelines [2]. - The change in equity will not result in a change of the controlling shareholder or actual controller of the company [2].

证券代码：600623 证券简称：华谊集团 公告编号：2025- 045 900909 华谊 B 股 3.一致行动人信息 一致行动人名称 投资者身份 统一社会信用代码 上海氯碱化工股份有 限公司 □ 控股股东/实控人 控股股东/实控人的一致 行动人 □ 其他直接持股股东 91310000607200180E □ 不适用 一、 信息披露义务人及其一致行动人的基本信息 1.身份类别 | | 控股股东/实际控制人及其一致行动人 □其他 5%以上大股东及其一致行动人 | | --- | --- | | 投资者及其一致行动人的身份 | □合并口径第一大股东及其一致行动人（仅适用 | | | 于无控股股东、实际控制人） | | | □其他______________（请注明） | 2.信息披露义务人信息 | 信息披露义务人名称 | 投资者身份 | 统一社会信用代码 | | --- | --- | --- | | |  控股股东/实控人 | | | 上海华谊控股集团有 | □ 控股股东/实控人的一致 | 91310000132262168G | | 限公司 | 行动人 | □ 不适用 | | | 其他直接持股股东 □ ...

Core Points - The company is holding its third extraordinary general meeting of shareholders on July 31, 2025, to discuss the revision of the Articles of Association and the cancellation of the supervisory board [1][2] - The meeting will ensure the protection of shareholders' rights and maintain order and efficiency during the proceedings [1][2] - The proposed changes include the abolition of the supervisory board, with its functions being transferred to the audit committee of the board of directors [3][5] Meeting Procedures - A secretariat will be established to manage the meeting logistics, and shareholders must register to speak 15 minutes before the meeting [2] - Each shareholder will have a speaking time limit of two minutes, and the order of speaking will be based on the number of shares held [2] - Legal witnesses will oversee the voting process to ensure compliance with legal procedures [2] Proposed Amendments - The amendments to the Articles of Association are in accordance with the new Company Law and related regulations, which will take effect on July 1, 2024 [3] - The revisions aim to enhance the governance structure by removing the supervisory board and updating the rules for shareholder and board meetings [3][5] - The company will also authorize the board secretary to handle all necessary applications and filings related to these amendments [5] Company Structure - The company’s registered capital is RMB 2,122,831,280, and it operates under the principles of fairness and transparency in its share issuance [5][10] - The company is committed to maintaining the rights and interests of shareholders, employees, and creditors [5][10] - The governance structure includes a board of directors and an audit committee, which will now assume the responsibilities previously held by the supervisory board [3][5]

上海华谊集团股份有限公司 2025 年第三次临时股东大会须知 上海华谊集团股份有限公司 2025 年第三次临时股东大会资料 二○二五年七月三十一日 上海华谊集团股份有限公司 2025 年第三次临时股东大会会议 目录 | 年第三次临时股东大会须知……………………………………… 一、2025 | 2 | | --- | --- | | 二、2025 年第三次临时股东大会会议议程………………………………… | 3 | | 三、关于修订《公司章程》及配套议事规则并取消监事会的议案………… | 4 | 1 为充分尊重广大股东，维护投资者的合法权益，确保本次股东大会的正常秩 序和议事效率，根据《中华人民共和国公司法》《中华人民共和国证券法》《上 海华谊集团股份有限公司股东大会议事规则》以及《公司章程》等有关规定，制 定本次股东大会须知如下： 一、股东大会设秘书处，具体负责大会召开等有关事宜。 二、在股东大会召开过程中，应当以维护股东的合法权益，确保大会议事效 率和正常秩序为原则，认真履行法定职责。 三、出席会议的股东依法享有发言权、质询权、表决权等权利，同时也必须 认真履行法定义务，不得侵犯其他股东的权益和扰乱会议程序。 ...

Market Performance - The market continued to rise last week, with the Shanghai Composite Index up 0.69%, the Shenzhen Component Index up 2.04%, and the ChiNext Index up 3.17% [1] - The China Securities Xinhua National Brand Index increased by 1.63%, closing at 1706.67 points [1] Strong Stock Performance - Several constituent stocks performed strongly last week, including: - Zhongji Xuchuang up 24.33% - Xinlitai up 20.86% - Ecovacs up over 20% - Woer Biotech and AVIC Shenfei up 15.42% and 12.78% respectively [1] - Year-to-date performance shows: - Xinlitai up 78.17% - WuXi AppTec up 53.33% - Ecovacs up over 50% [2] Market Outlook - Institutions believe the Shanghai Composite Index has stabilized above 3500 points, indicating strong bullish momentum [2] - Increased market profitability is expected to attract more external funds, supported by ample liquidity and positive trading sentiment [2] - The current market may be at the beginning of a new bull market, driven by domestic policy support and improving fundamentals [2] Focus on Earnings and Policies - The upcoming earnings season is expected to significantly impact individual stock performance [3] - Market attention will shift towards domestic policies and Federal Reserve actions, which may form the basis for mid-term trends [3] - Structural opportunities are anticipated to be key for A-share investments in the second half of the year, with a focus on core A-share assets [3]

Group 1 - The acrylic acid concept sector increased by 2.35%, ranking third in terms of growth among concept sectors, with nine stocks rising, including Shenyang Chemical, which hit the daily limit, and Wanhua Chemical, Huayi Group, and Benli Technology, which rose by 8.29%, 7.41%, and 4.28% respectively [1][2] - The main capital inflow into the acrylic acid concept sector was 875 million yuan, with six stocks receiving net inflows, led by Wanhua Chemical with a net inflow of 849 million yuan, followed by Guoen Co., Shenyang Chemical, and Satellite Chemical [2][3] - The net inflow ratios for Guoen Co., Wanhua Chemical, and Shenyang Chemical were 12.53%, 12.32%, and 12.09% respectively, indicating strong investor interest in these stocks [3] Group 2 - The top gainers in the acrylic acid concept sector included Wanhua Chemical, which rose by 8.29%, and Shenyang Chemical, which increased by 10.05%, while Guoen Co. experienced a slight decline of 0.29% [3][4] - The overall performance of the acrylic acid concept sector was positive, contrasting with other sectors such as animal vaccines and avian influenza, which saw declines of 0.96% and 0.90% respectively [2][4] - The trading volume and turnover rates for the leading stocks in the acrylic acid sector were notable, with Wanhua Chemical achieving a turnover rate of 3.77% and Shenyang Chemical at 8.40% [3]