中孚信息股份有限公司 章 程 二〇二五年七月 | 第一章 | 总则 1 | | --- | --- | | 第二章 | 宗旨和经营范围 2 | | 第三章 | 股份 2 | | 第一节 | 股份发行 3 | | 第二节 | 股份增减和回购 3 | | 第三节 | 股份转让 4 | | 第四章 | 股东和股东会 5 | | 第一节 | 股东的一般规定 5 | | 第二节 | 控股股东和实际控制人 8 | | 第三节 | 股东会的一般规定 9 | | 第四节 | 股东会的召集 12 | | 第五节 | 股东会的提案与通知 14 | | 第六节 | 股东会的召开 15 | | 第七节 | 股东会的表决和决议 17 | | 第五章 | 董事和董事会 21 | | 第一节 | 董事的一般规定 21 | | 第二节 | 董事会 24 | | 第三节 | 独立董事 27 | | 第四节 | 董事会专门委员会 30 | | 第六章 | 高级管理人员 31 | | 第七章 | 财务会计制度、利润分配和审计 32 | | 第一节 | 财务会计制度 32 | | 第二节 | 内部审计 35 | | 第三节 | 会计师事务所的聘任 ...

中孚信息股份有限公司董事会 关于选举职工董事的公告 本公司及董事会除董事魏东晓、孙强外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、误导性陈述或重大遗漏。 中孚信息股份有限公司（以下简称"公司"）于 2025 年 7 月 24 日召开职工 代表大会 2025 年第一次会议，审议通过了《选举公司职工代表董事》的议案， 同意选举李兴国先生（简历见附件）为公司第六届董事会职工董事，任期与公司 第六届董事会任期一致，自本次职工代表大会通过之日起至第六届董事会届满之 日止。 本次职工董事选举后，公司第六届董事会中兼任公司高级管理人员以及由职 工代表担任的董事人数总计未超过公司董事总数的二分之一，符合相关法律法规 及《公司章程》的规定。 特此公告。 证券代码：300659 证券简称：中孚信息 公告编号：2025-043 中孚信息股份有限公司 2025 年 7 月 25 日 附件：职工代表董事候选人简历 李兴国，男，中国国籍，无境外永久居留权，1985 年生，硕士研究生，高 级工程师。自 2011 年起在公司任职，曾任公司数据分析能力中心副总经理、人 力资源管理中心副总经理。现任公司执委办公室副主任、质量管理 ...

北京海润天睿律师事务所 法律意见书 关于中孚信息股份有限公司 2025年第二次临时股东大会的 法律意见书 致：中孚信息股份有限公司 北京海润天睿律师事务所（以下简称"本所"）接受中孚信息股份有限公司（以 下简称"公司"）的委托，指派见证律师出席公司2025年第二次临时股东大会（以 下简称"本次股东大会"）进行法律见证，并依据《中华人民共和国公司法》（以 下简称《公司法》）、《上市公司股东会规则》（以下简称"《股东会规则》"） 等法律、法规和规范性文件，以及公司现行章程的规定就公司本次股东大会的召集、 召开程序、出席会议人员的资格及会议召集人资格、审议事项以及表决程序、表决 结果等相关事宜依法进行见证。 本所律师已审查了公司提供的召开本次股东大会的有关文件。公司已向本所及 本所律师承诺，其所提供的文件和所作的陈述、说明是完整、真实和有效的，无任 何隐瞒、遗漏，并据此出具法律意见。 本所律师依据《律师事务所从事证券法律业务管理办法》和《律师事务所证券 法律业务执业规则（试行）》等规定及本法律意见书出具日以前已经发生或者存在 的事实，严格履行了法定职责，遵循了勤勉尽责和诚实信用原则，进行了充分的核 查验证，保证本法 ...

2025 年第二次临时股东大会决议公告 证券代码：300659 证券简称：中孚信息 公告编号：2025-044 中孚信息股份有限公司 本公司及董事会除董事魏东晓、孙强外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、误导性陈述或重大遗漏。 特别提示： 1.本次股东大会没有否决议案的情形。 2.本次股东大会不涉及变更以往股东大会已通过的决议。 一、会议召开和出席情况 2025 年 7 月 8 日，中孚信息股份有限公司（以下简称"公司"或"本公司"） 董事会以公告方式向全体股东发出召开 2025 年第二次临时股东大会的通知。 本次股东大会采取现场投票与网络投票相结合的方式召开，其中，通过深圳 证券交易所交易系统进行网络投票的时间为 9:15—9:25，9:30—11:30 和 13:00— 15:00；通过互联网投票系统进行网络投票的具体时间为股东大会召开当日上午 9:15，结束时间为现场股东大会结束当日下午 3:00；现场会议于 2025 年 7 月 24 日下午 14:30 在山东省济南市高新区舜华路 879 号山东省大数据产业基地 A 栋 42 层会议中心召开，同时以远程视频会议形式设立分会场。 ...

Core Insights - The 2025 China Xinchuang Industry Annual List was officially released by the domestic technology industry information service platform, "First Voice" [1][2] - Zhongfu Information was recognized as one of the "Best Xinchuang Security Manufacturers in China" due to its outstanding technology in the Xinchuang security field [1][3] Industry Overview - The annual list includes three categories: Pioneer Figures, Leading Enterprises, and Industrial Heights, evaluated based on historical data and a proprietary evaluation index system [4] - The evaluation process involved collecting data through surveys and interviews with Xinchuang enterprises, CEOs, and relevant city/park information [4] Company Profile - Zhongfu Information has been dedicated to the Xinchuang field since 2011, focusing on security and has established a solid technical and market foundation [4] - The company actively participates in national Xinchuang development initiatives, collaborating with various government agencies on industry planning, standard construction, and project implementation [4] - Zhongfu Information has developed a unique advantage by integrating security and big data technologies, providing strong technical support for Xinchuang security protection and regulation [4] Future Outlook - The company aims to continue enhancing product performance and architecture, solidifying its position as a significant player in the domestic cybersecurity market [5] - Zhongfu Information is committed to supporting the innovation capabilities of China's Xinchuang industry and contributing to the construction of a digital China with advanced technology [5]

Core Viewpoint - Zhongfu Information (300659.SZ) is currently facing management changes due to the detention of its Chairman and General Manager, Wei Dongxiao, which the company states will not significantly impact its daily operations [1]. Group 1: Management Changes - The company received a notification from the Shennongjia Forestry District Supervisory Committee regarding the detention of its Chairman and General Manager, Wei Dongxiao [1]. - During Wei's detention, Liu Haiwei, the Vice General Manager, will assume the roles of Chairman, General Manager, and Board Secretary [1]. - The company has made arrangements to ensure that its management operations continue smoothly during this period [1]. Group 2: Company Background - Wei Dongxiao has been with the company since its establishment in 2002 and is the controlling shareholder and actual controller [1]. - The company is involved in various subsidiaries, with Wei also holding positions in multiple related companies [1]. Group 3: Financial Information - Zhongfu Information was listed on the Shenzhen Stock Exchange's Growth Enterprise Market on May 26, 2017, with an initial public offering of 20.4 million shares at a price of 12.85 yuan per share, raising a total of 262.14 million yuan [2]. - The company has conducted three fundraising rounds since its listing, totaling 148.014 million yuan [5]. - The company has recently announced a non-public issuance of A-shares, aiming to raise approximately 504.99 million yuan, with the actual amount after expenses being around 491.43 million yuan [4].

Group 1 - Zhongyuan Tong plans to establish a joint venture with Zhengzhou Zhengfang Technology with a registered capital of 10 million yuan, where Zhongyuan Tong will contribute 5.1 million yuan for a 51% stake [1] - Weiguang Co. reported a net profit of 172 million yuan for the first half of 2025, representing a year-on-year increase of 11.32%, with total revenue reaching 750 million yuan, up 10% [1] - Tianlu Technology's actual controller plans to reduce his stake by up to 2%, amounting to 220,640 shares [1][2] Group 2 - Igor received approval from the China Securities Regulatory Commission for a stock issuance to specific investors, valid for 12 months [2] - Hualing Cable also received approval from the China Securities Regulatory Commission for a similar stock issuance [2] - Hongchang Technology's employee stockholding platform plans to reduce its stake by up to 2.56%, equating to 331,630 shares [3][4] Group 3 - Saiyi Information intends to invest 10 million yuan in Douma Technology to acquire a 3.23% stake [5] - Meino Biological's major shareholder plans to reduce his stake by up to 1%, which is 140,780 shares [5] - New Light Optoelectronics' shareholder plans to reduce his stake by up to 3%, totaling 3 million shares [6] Group 4 - Shenzhen Energy plans to invest 7.897 billion yuan in the construction of the Shantou Honghaiwan offshore wind power project, with 1.581 billion yuan from its own funds [7][8] - Zhongqi Co. plans to reduce its stake by up to 3%, which amounts to 39,717,000 shares [9] - Yirui Technology's two shareholders plan to reduce their combined stake by up to 2%, equating to 400,440 shares [11] Group 5 - Wenkai Co. is planning debt restructuring involving approximately 2.22 billion yuan in receivables and 1.24 billion yuan in cash payments [12] - Guangnong Sugar's application for a stock issuance to specific investors has been approved by the Shenzhen Stock Exchange [13] - Dalian Shengya is planning a stock issuance that may lead to a change in control, resulting in continued trading suspension [15] Group 6 - ST Saiwei has received a court decision for pre-restructuring and appointed a management team for the process [18] - Gaozheng Minexplosion's major shareholder reduced his stake by 128,100 shares during a period of stock price fluctuation [19] - Zhongfu Information's chairman has been detained, with responsibilities temporarily assigned to the deputy general manager [20] Group 7 - Huayu Mining plans to adjust the valuation of its 40% stake in Guizhou Yatai Mining and acquire an additional 11% stake for a total transaction value of 809 million yuan [21] - ST Jinbi intends to invest 50 million yuan in Cangqiong Digital, acquiring a 2.56% stake [23] - Xinxing Casting is planning to publicly transfer its 51% stake in Xinjiang Mining with a starting price of 205 million yuan [25]

Core Viewpoint - The investigation of two key executives at Zhongfu Information indicates systemic risks related to government-enterprise cooperation, compliance failures, and governance weaknesses, posing significant challenges to the company's long-term survival [5]. Group 1: Executive Investigation - The chairman and general manager, Wei Dongxiao, has been placed under investigation, causing management upheaval [1]. - The vice general manager and board secretary, Sun Qiang, was also investigated three months prior, suggesting a potential link between the two cases [2]. Group 2: Financial Performance Challenges - Zhongfu Information has faced continuous losses, with a cumulative net loss exceeding 750 million yuan from 2022 to 2024 [3]. - In Q1 2025, revenue declined by 35.55% year-on-year, with a net loss of 86.14 million yuan, indicating a worsening business contraction [3]. - The company relies on network security services for over 99% of its revenue, primarily from government clients, making it vulnerable to trust issues following the executive investigations [3]. Group 3: Regulatory and Compliance Risks - The investigations may lead to stricter regulatory scrutiny of the company's planned 750 million yuan private placement, potentially hindering technological investments and business transformation [3]. - The incident highlights the unique risks faced by companies in the national security sector, with implications for internal governance and compliance [4]. Group 4: Industry Implications - The investigations signal a deepening anti-corruption effort targeting suppliers to government and critical infrastructure, increasing compliance pressures and costs for related enterprises [4]. - The outcome of the investigations could lead to severe consequences for the company's core qualifications and business sustainability if serious violations are confirmed [5].

Group 1 - The company Zhongfu Information Co., Ltd. has recently experienced significant personnel changes, with Chairman and General Manager Wei Dongxiao being formally detained by the Shennongjia Forestry District Supervisory Committee [1] - In response to this situation, the board of directors has made emergency arrangements, appointing Deputy General Manager Liu Haiwei to assume relevant duties to ensure operational stability [1] - The company has stated that this incident is not expected to have a major impact on daily operations [1] Group 2 - Wei Dongxiao, aged 56, has a background in computer information systems and has been a key member of the founding team since the company's establishment in 2002 [3] - Under his leadership, the company successfully completed its shareholding reform and was listed on the Shenzhen Stock Exchange's Growth Enterprise Market in 2017 [3] - Wei Dongxiao's annual salary for 2024 was reported to be 489,400 yuan, and he holds 57.2531 million shares in the company [3] Group 3 - Zhongfu Information has a 23-year history and specializes in the research, development, and sales of information security technologies and products [4] - The company has established a market committee and a technology committee to oversee market expansion and strategic technology research [4] - This is not the first instance of executive detention for the company this year, as former Deputy General Manager and Secretary of the Board Sun Qiang was also detained and investigated earlier in April [4]

Group 1 - The US stock market saw all three major indices rise, with the Dow Jones up 1.14%, Nasdaq up 0.61%, and S&P 500 up 0.78% [4] - Notable gains were observed in the automotive sector, with Toyota and Honda rising over 13% and 8% respectively [4] - Chinese concept stocks mostly increased, with the Nasdaq Golden Dragon China Index up 0.75% [4] Group 2 - International precious metal futures generally declined, with COMEX gold futures down 1.34% at $3397.50 per ounce [5] - International oil prices showed slight fluctuations, with WTI crude oil up 0.17% at $65.42 per barrel [6] Group 3 - The State Grid Corporation of China signed a capital increase agreement for its subsidiary, raising 36.5 billion yuan, marking a record in state-owned asset transactions [16] - Huawei launched the Pura80 digital version, with prices starting at 4699 yuan, aiming to expand its share in the high-end smartphone market [17][18] - Huawei's DriveONE high-voltage powertrain will debut in the AITO M8 electric version, showcasing significant technological advancements [19][20] Group 4 - Bubble Mart is suing 7-Eleven in the US for selling counterfeit LABUBU toys, emphasizing its commitment to intellectual property protection [24] - UBTECH announced the launch of the Walker S2 industrial humanoid robot, featuring advanced technology for smart manufacturing [25][26] Group 5 - Tesla reported a second-quarter net profit of $1.172 billion, a 16% year-on-year decrease, with revenue down 12% to $22.5 billion [31] - Alphabet's second-quarter net profit reached $28.196 billion, a 19% increase year-on-year, with revenue surpassing market expectations [32] - IBM's second-quarter net profit grew by 20% to $2.2 billion, with revenue up 7.7% to $16.98 billion [33]