证券代码：002489 证券简称：浙江永强 公告编号：2025-038 浙江永强集团股份有限公司 2025 年第一次临时股东大会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 特别提示： 1、 本次股东大会无否决或修改提案的情况； 2、 本次股东大会无新增议案提交表决。 3、 本次股东大会未涉及变更前次股东大会决议。 一、 会议召开和出席情况 1、 会议召开时间： 现场会议召开时间：2025 年 7 月 29 日下午 14:45 7、 会议出席情况 出席本次股东大会的股东及股东授权代表共计 320 人，代表股份 1,044,094,569 股， 占公司有表决权总股份的 48.1368%。 其中,出席本次股东大会的中小投资者 315 人，代表股份 83,964,946 股，占公司有 表决权总股份的 3.8711%。 其中，现场出席本次股东大会现场会议的股东及股东授权代表共 6 人，代表股份 960,129,723 股，占公司有表决权总股份的 44.2657%；通过网络投票方式出席本次会议 的股东共 314 人，代表股份 83,964,846 股，占公司 ...

北京国枫律师事务所 北京市东城区建国门内大街 26 号新闻大厦 7 层、8 层 电话：010-88004488/66090088 传真：010-66090016 邮编：100005 关于浙江永强集团股份有限公司 2025 年第一次临时股东大会的 法律意见书 国枫律股字[2025]A0374 号 致：浙江永强集团股份有限公司（贵公司） 北京国枫律师事务所（以下简称"本所"）接受贵公司的委托，指派律师出席并见 证贵公司 2025 年第一次临时股东大会（以下简称"本次会议"）。 本所律师根据《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》"）、《律师事务所从事证券法律业务管理 办法》（以下简称"《证券法律业务管理办法》"）、《律师事务所证券法律业务执业规则（试 行）》（以下简称"《证券法律业务执业规则》"）等相关法律、行政法规、规章、规范性 文件及《浙江永强集团股份有限公司章程》（以下简称"《公司章程》"）的规定，就本次 会议的召集与召开程序、召集人资格、出席会议人员资格、会议表决程序及表决结果等 事宜，出具本法律意见书。 对本法律意见书的出具，本所律师特作如下声 ...

证券代码：002489 证券简称：浙江永强 公告编号：2025-039 浙江永强集团股份有限公司七届一次董事会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 浙江永强集团股份有限公司（以下简称"公司"）第七届董事会第一次会议（以下 简称"会议"）通知于2025年7月18日以专人送达、传真或电子邮件等形式发出，会议 于2025年7月29日在公司会议室召开。应到董事9人，实到董事9人，其中公司董事谢建 平、谢建强以通讯方式参与表决。公司高管等列席了本次会议。 本次会议的召集、召开以及参与表决董事人数符合《中华人民共和国公司法》《公 司章程》等有关法律、法规的规定。经参会董事推选，会议由董事谢建勇先生主持，经 参加会议董事认真审议并经记名投票方式表决，审议通过以下决议： 第一项、 以 9 票同意，0 票反对，0 票弃权，审议通过了《关于选举董事长的议 案》； 会议选举谢建勇先生担任公司第七届董事会董事长，由其代表公司执行公司事务， 为公司法定代表人，任期与公司第七届董事会相同。 谢建勇先生简历详见公司于 2025 年 7 月 30 日刊登在《证券时报》《中 ...

Core Points - Zhejiang Yongqiang Group Co., Ltd. held its 25th meeting of the sixth supervisory board on July 10, 2025, where key resolutions were passed [1][2] - The company decided to amend its articles of association and related systems, which will be submitted for shareholder approval [1][2] - The supervisory board will be abolished, and the corresponding rules will be repealed [2] - The company will engage in financial derivatives trading using its own funds to enhance capital efficiency and maximize shareholder returns [2] - The company approved the liquidation and cancellation of a subsidiary to reduce management costs and improve operational efficiency [2] Summary by Sections Meeting Details - The meeting was convened with all three supervisors present, complying with relevant laws and regulations [1] - The resolutions were passed unanimously with 3 votes in favor and no opposition [1] Amendments to Company Regulations - The company will revise its articles of association and related governance documents in accordance with new regulations and its operational needs [1] - The name of the "Company Shareholders' Meeting Rules" will be changed to "Company Shareholders' Meeting Rules" [1] Financial Derivatives Trading - The supervisory board unanimously agreed that engaging in financial derivatives trading will improve the efficiency of fund utilization and generate investment returns [2] Subsidiary Liquidation - The decision to liquidate a subsidiary was made to lower operational management costs and enhance overall business quality [2]

General Principles - The management system for the shareholding and trading behavior of the company's directors and senior management is established to comply with relevant laws and regulations [2] - The shares held by directors and senior management include those registered in their names and those held through others' accounts [2] Information Reporting and Disclosure - Directors and senior management must report their personal and close relatives' identity information to the Shenzhen Stock Exchange within specified timeframes [3] - The company must ensure the accuracy and timeliness of the reported data and is liable for any legal consequences arising from inaccuracies [4] Share Transfer Management - Directors and senior management can only transfer up to 25% of their total shareholding during their term, with exceptions for judicial enforcement and inheritance [15] - Shares held by directors and senior management that are subject to restrictions can only be transferred after the conditions for lifting the restrictions are met [18] Prohibitions on Trading - Directors and senior management are prohibited from trading company shares during specific periods, such as before the announcement of annual or quarterly reports [21] - There are additional restrictions on trading if the company is under investigation for securities violations [9] Responsibilities and Penalties - The company can impose penalties on directors and senior management for violations of the trading regulations, including warnings, demotions, or legal actions [24] - Any violations must be documented, and relevant disclosures must be made to regulatory authorities [25]

Core Viewpoint - The company has established a system for accountability regarding significant errors in annual report disclosures to enhance the quality and transparency of information provided to stakeholders [1][2]. Group 1: Accountability and Responsibility - The system defines significant errors in annual report disclosures as those resulting from personnel failing to fulfill their duties, leading to substantial economic losses or negative social impacts for the company [1]. - Key personnel, including the chairman, president, and financial officers, bear primary responsibility for the accuracy and completeness of the annual report disclosures [1][2]. - The company will pursue accountability for significant errors, including potential penalties for those responsible, based on the severity and impact of the errors [2][3]. Group 2: Conditions for Accountability - Specific conditions warranting accountability include violations of laws and regulations, failure to follow internal procedures, and personal negligence leading to significant errors [2][4]. - The company will consider the severity of the situation when determining penalties, with provisions for both aggravating and mitigating circumstances [4][5]. Group 3: Procedures and Penalties - The company will ensure that any accountability measures are fair and transparent, allowing responsible parties to present their case before penalties are imposed [3][5]. - Penalties for significant errors may include internal reprimands, warnings, demotions, financial penalties, or termination of employment [7]. Group 4: Implementation and Review - The system will be implemented following approval by the company's board of directors and will apply to quarterly and interim report disclosures as well [6]. - The board retains the authority to modify and interpret the system as necessary, ensuring compliance with relevant laws and regulations [6].

Core Points - The article outlines the governance structure and responsibilities of the Board of Directors of Zhejiang Yongqiang Group Co., Ltd, emphasizing the need for compliance with relevant laws and regulations [2][3][4] Group 1: Board Responsibilities - The Board is responsible for convening shareholder meetings and reporting on its work [4] - It executes resolutions made by the shareholders and determines the company's operational plans and investment proposals [4][5] - The Board also formulates profit distribution plans and loss compensation schemes [4][5] Group 2: Decision-Making Procedures - The Board must establish strict review and decision-making procedures for external investments, asset sales, and related transactions [3][4] - Major investment projects require expert evaluation and must be approved by the shareholders [3][4] - Transactions with related parties exceeding certain thresholds must be submitted for Board review [3][4] Group 3: Board Composition and Authority - The Board consists of natural persons who must meet specific qualifications to serve [5][6] - Directors have a duty of loyalty and must avoid conflicts of interest [6][7] - The Board has the authority to appoint and dismiss senior management and set their remuneration [4][5] Group 4: Meeting Procedures - The Board must hold at least two regular meetings annually, with provisions for special meetings under certain conditions [24][25] - Meeting notifications must be sent in advance, detailing the agenda and relevant materials [28][29] - Decisions require a majority vote from attending directors, with specific rules for abstentions and conflicts of interest [40][41][42] Group 5: Documentation and Compliance - Meeting records must be maintained, including attendance, proposals, and voting results [50][51] - The Board Secretary is responsible for ensuring compliance with disclosure obligations and managing investor relations [10][11] - Any amendments to the rules governing the Board must be approved by the shareholders [57][58]

Core Points - The article outlines the internal reporting system for significant information at Zhejiang Yongqiang Group Co., Ltd. to ensure timely and accurate disclosure of information that may impact stock trading prices [1][2][3] Group 1: General Provisions - The internal reporting system is established to manage and disclose significant information effectively, in compliance with relevant laws and regulations [1] - The system applies to directors, senior management, and departments within the company and its subsidiaries [1][2] Group 2: Reporting Obligations - Department heads and responsible personnel in subsidiaries are obligated to report significant information to the board of directors [2][3] - Major shareholders holding more than 5% of shares must also report significant information to the company's management [2] Group 3: Definition of Significant Information - Significant information includes matters to be submitted for board review, major transactions exceeding 10% of audited annual revenue or net profit, and any legal disputes involving substantial amounts [3][4][5] - Changes in company structure, social responsibility issues, and major risks also fall under significant information [5][6] Group 4: Reporting Procedures - Departments must report significant information at various stages, including when a matter is proposed for board review or when it is known that it may impact stock prices [11][12] - Initial reports should be made via phone, followed by written documentation [13] Group 5: Responsibilities of the Board Secretary - The board secretary is responsible for analyzing reported information and ensuring compliance with disclosure obligations [9] - The board secretary must also maintain records of reported information [9]

Core Viewpoint - The article outlines the regulations and responsibilities of independent directors in Zhejiang Yongqiang Group Co., Ltd, emphasizing their role in corporate governance and the protection of minority shareholders' rights [3][4][5]. Group 1: Independent Director's Role and Responsibilities - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [3][4]. - They are required to participate in decision-making, supervise potential conflicts of interest, and provide professional advice to enhance the board's decision-making quality [9][11]. - Independent directors must submit an annual report detailing their attendance at meetings and their engagement with minority shareholders [31]. Group 2: Qualifications and Appointment - To serve as an independent director, candidates must meet specific qualifications, including having at least five years of relevant experience and a clean personal record [4][6]. - The nomination process for independent directors requires the consent of the candidates and must be free from conflicts of interest [6][9]. - Independent directors can serve a maximum of six consecutive years, and their independence must be evaluated annually [10][11]. Group 3: Governance Structure - The board must consist of at least one-third independent directors, including at least one with accounting expertise [3][4]. - Independent directors are involved in specialized committees, such as the audit committee, where they hold a majority [8][12]. - The company must provide adequate support and resources for independent directors to fulfill their duties effectively [34][36]. Group 4: Communication and Reporting - Independent directors are required to maintain open communication with minority shareholders and report any significant issues to the board [30][31]. - They must document their activities and decisions, ensuring transparency and accountability in their roles [29][37]. - The company is obligated to disclose any conflicts of interest or issues raised by independent directors in a timely manner [11][17].

Core Points - The articles outline the regulations and governance structure of Zhejiang Yongqiang Group Co., Ltd, emphasizing the protection of the rights of shareholders, employees, and creditors [1][2][3] - The company is established as a joint-stock limited company under the Company Law of the People's Republic of China, with a registered capital of RMB 2,169,016,313 [1][2] - The company aims to become a leading enterprise in the design and manufacturing of outdoor products and leisure furniture, promoting its own brand with international competitiveness [4][5] Company Structure and Governance - The company is a permanent joint-stock limited company, with the board of directors serving as the legal representative [2][3] - The legal representative's appointment and changes are determined by the board of directors, and the company bears civil liability for actions taken by the legal representative [2][3] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [2][3] Business Objectives and Scope - The company's business objectives include seizing opportunities to develop and promote outdoor products and leisure furniture, adopting advanced international design and marketing concepts [4][5] - The scope of business includes manufacturing and selling outdoor products, furniture, shading products, crafts, and metal products, as well as investment management [4][5] Share Issuance and Capital Management - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice, with equal rights for each share of the same category [5][6] - The total number of shares issued by the company is 2,169,016,313, all of which are ordinary shares [5][6] - The company can increase capital through various methods, including issuing shares to unspecified objects or existing shareholders [7][8] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, participate in shareholder meetings, supervise company operations, and request information [10][11] - Shareholders must comply with laws and the company's articles of association, and they are liable for losses caused by the abuse of shareholder rights [14][15] - The company must hold annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [49][50] Decision-Making and Voting Procedures - The shareholder meeting is the company's authority, responsible for electing directors, approving financial reports, and making significant corporate decisions [46][47] - Decisions require a majority or two-thirds majority vote, depending on whether they are ordinary or special resolutions [81][82] - The company must ensure transparency in voting, especially for matters affecting minority investors [80][81]