证券代码：600360 证券简称：*ST华微 公告编号：2025-083 吉林华微电子股份有限公司 关于召开2025年第四次临时股东大会的通知 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： (一)股东大会类型和届次 2025年第四次临时股东大会 (二)股东大会召集人：董事会 (三)投票方式：本次股东大会所采用的表决方式是现场投票和网络投票相结合的方式 至2025年11月24日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股东大会召开当日的交易时间 段，即9:15-9:25，9:30-11:30，13:00-15:00；通过互联网投票平台的投票时间为股东大会召开当日的 9:15-15:00。 (六)融资融券、转融通、约定购回业务账户和沪股通投资者的投票程序 (四)现场会议召开的日期、时间和地点 召开的日期时间：2025年11月24日10 点00 分 召开地点：吉林省吉林市高新区深圳街99号公司会议室 (五)网络投票的系统、起止日期和投票时间 网络投票系统：上海证券交易所股东大会网络投票系统 ...

Group 1 - The company has guaranteed the authenticity, accuracy, and completeness of the quarterly report, and assumes legal responsibility for any false records or misleading statements [2][3][4] - The company will not conduct an audit for the third-quarter financial statements [3][8] - The company has approved the repurchase and cancellation of 1,715,024 shares from the 2024 employee stock ownership plan due to unmet performance conditions [5][6] Group 2 - The company has proposed to appoint Tianzhi International Accounting Firm as the auditor for the 2025 fiscal year, pending approval from the shareholders' meeting [10][17][19] - Tianzhi International has a strong background in audit services, with a total revenue of 2.501 billion yuan in 2024, including 1.938 billion yuan from audit services [11][14] - The company plans to use up to 1 billion yuan of idle funds for cash management, focusing on safe and liquid financial products [27][32][36]

Group 1 - The board meeting was held in compliance with relevant laws and regulations, and the resolutions passed are legally valid [2][5][27] - The board approved the performance evaluation results and compensation settlement for senior management for the year 2024 [5][6] - The board agreed to appoint Deloitte Huayong as the independent auditor and internal control auditor for the year 2025, with audit fees decreasing by 5% compared to the previous year [8][24][27] Group 2 - The company will convene the fourth extraordinary general meeting of shareholders in 2025 to review the appointment of Deloitte Huayong [11][27] - Deloitte Huayong was selected through a bidding process and has no disagreements with the previous auditor, Ernst & Young Huaming [15][25] - Deloitte Huayong has a strong track record, with no criminal penalties or disciplinary actions against its personnel in the past three years [18][22]

Group 1 - The company is holding its first extraordinary general meeting of shareholders in 2025 to discuss the appointment of an external auditing firm for the year [2][4] - The meeting will utilize both on-site and online voting methods, with specific time slots for online voting [3][4] - The company emphasizes the importance of maintaining order during the meeting and the rights of shareholders to speak, inquire, and vote [2][3] Group 2 - The company proposes to appoint Zhongrui Cheng as the external auditing firm for 2025, following the decision that the previous auditor, Dahua, will not continue its services [4][7] - Zhongrui Cheng has a history dating back to 1997 and has developed into a large, comprehensive professional service organization, recognized as one of the top firms in China [5][6] - The total audit fee for 2025 is proposed to be 2.56 million yuan, which includes 2 million yuan for financial report auditing and 560,000 yuan for internal control auditing [7][8] Group 3 - The previous auditor, Dahua, provided an audit report for 2024 that included a disclaimer of opinion on the financial audit and a negative opinion on the internal control audit [7] - The company has communicated with both Dahua and Zhongrui Cheng regarding the change in auditing firms, and both parties are aware and have no objections to the transition [7][8] - The company’s board of directors is responsible for authorizing the management to sign agreements with the new auditing firm [8]

Core Viewpoint - The company plans to change its auditing firm from Ernst & Young Hua Ming to KPMG Huazhen for the 2025 fiscal year, following a thorough selection process and communication with both firms [1][6][8] Group 1: Change of Auditing Firm - The new auditing firm will be KPMG Huazhen, while the previous firm was Ernst & Young Hua Ming, which provided services for six consecutive years [1][2] - The change is based on the company's business development needs and the requirements for overall audit quality, as per relevant regulations [6][7] - Both the audit committee and the board of directors have no objections to the proposed change [2][7] Group 2: KPMG Huazhen's Profile - KPMG Huazhen was established on August 18, 1992, and became a special general partnership in 2012 [2] - The firm has 241 partners and 1,309 registered accountants, with over 300 accountants having signed securities service audit reports [2][3] - KPMG Huazhen's audited revenue for 2024 exceeded RMB 4.1 billion, with audit service revenue surpassing RMB 4 billion [2][3] Group 3: Audit Fees and Services - The proposed audit fee for the company's 2025 financial report is RMB 2,260,000, with an additional RMB 220,000 for internal control audits, reflecting an increase from the previous year [6][7] - KPMG Huazhen has audited 127 listed companies in 2024, with total audit fees amounting to approximately RMB 682 million [3][6] Group 4: Compliance and Communication - The company has communicated with both Ernst & Young Hua Ming and KPMG Huazhen regarding the change, and both firms have acknowledged the matter without objections [6][8] - The change in auditing firm is subject to approval at the company's first extraordinary general meeting of shareholders in 2025 [8]

Core Viewpoint - The company plans to appoint Pengsheng Accounting Firm as the auditor for the fiscal year 2025, following a public bidding process to ensure independence and objectivity in auditing services [1][5][7]. Group 1: Appointment of Accounting Firm - The company intends to hire Pengsheng Accounting Firm for the 2025 financial report audit and internal control audit, based on its business development and overall audit needs [1][5]. - The decision to change the accounting firm is in compliance with the "Management Measures for the Appointment of Accounting Firms by State-owned Enterprises and Listed Companies" [5][7]. - The audit fee for 2025 is set at 1.25 million yuan (including tax), with 900,000 yuan allocated for annual report auditing and 350,000 yuan for internal control auditing [5]. Group 2: Background of the New Accounting Firm - Pengsheng Accounting Firm was established on January 11, 2005, and operates as a special general partnership with 133 partners and 580 registered accountants as of December 31, 2024 [1][2]. - The firm has a solid track record, with no civil liabilities in the past three years and no criminal or administrative penalties [2][4]. Group 3: Communication and Approval Process - The company has communicated with both the previous and new accounting firms regarding the change, with no objections raised [5][7]. - The board of directors approved the appointment with a unanimous vote of 9 in favor, and the decision will be submitted for shareholder approval [7].

Core Points - The article outlines the selection and appointment process for accounting firms at Aorite Pharmaceutical Co., Ltd, emphasizing the importance of maintaining shareholder interests and ensuring the quality of financial information [1][2] - The selection process requires the approval of the audit committee, the board of directors, and ultimately the shareholders [2][3] - The article specifies the qualifications and quality requirements for accounting firms, including relevant licenses, experience with large public companies, and a good reputation [1][2][3] Selection Process - The audit committee proposes the appointment of accounting firms, which must be approved by a majority of its members [2] - The audit committee is responsible for overseeing the selection process, including developing policies, evaluating proposals, and submitting recommendations to the board [2][3] - Various methods for selecting accounting firms are outlined, including competitive negotiation, public bidding, and invitation to tender [3][4] Evaluation Criteria - The evaluation of accounting firms must consider multiple factors, with a minimum weight of 40% on quality management and a maximum of 15% on audit fees [4][5] - The company must document and retain evaluation opinions from the selection process [4][5] - The selection process must be transparent, with relevant information published on the company's official channels [3][4] Appointment and Renewal - The appointed accounting firm must fulfill its obligations as per the audit agreement and cannot subcontract the work [5][6] - The audit committee must evaluate the performance of the accounting firm before renewing its appointment for the next year [5][6] - Adjustments to audit fees can be made based on various factors, and significant decreases must be disclosed [6][7] Circumstances for Replacement - The company must replace the accounting firm under specific conditions, such as significant quality issues or failure to meet deadlines [7][8] - The board must notify shareholders and allow the previous firm to present its case if a replacement is proposed [7][8] Oversight and Compliance - The audit committee is tasked with monitoring the compliance of the appointed accounting firm with legal and regulatory requirements [8][9] - Any violations by the selected accounting firm that result in severe consequences must be reported to the board [8][9] - Documentation related to the selection and evaluation process must be retained for at least ten years [8][9]

Core Points - The company plans to appoint a new auditing firm, Crowe Horwath, for the fiscal year 2025, replacing the previous firm, Yongtuo Certified Public Accountants [1][4] - The decision follows the expiration of the contract with the previous auditing firm and is in accordance with the company's selection system for auditing firms [4][5] - The new auditing firm, Crowe Horwath, has a strong background with nearly 6,000 employees and over 400 certified public accountants who have signed audit reports for securities services [2][3] Group 1: Auditing Firm Information - The proposed auditing firm is Crowe Horwath, established in 1981, with a registered address in Beijing [1] - As of the end of 2024, Crowe Horwath reported a business income of 2.614 billion yuan, with audit services contributing 2.103 billion yuan [2] - The firm has a history of handling 297 listed company audit clients across various industries, including manufacturing and information technology [2] Group 2: Audit Team Composition - The project partner for the 2025 audit is Jiang Tao, who has been a certified public accountant since 2000 and has signed 9 audit reports in the last three years [3] - The signing CPA is Jiang Xue, who has been in the profession since 2017 and has signed 4 audit reports in the last three years [3] - The quality control reviewer is Xie Jing, a CPA since 2009, who has not reviewed any audit reports in the last three years [3] Group 3: Transition Process - The company has communicated with the previous auditing firm, Yongtuo, which agreed to the transition and has no objections [4][5] - The selection process for the new auditing firm was conducted through public bidding, ensuring compliance with relevant regulations [5] - The audit committee has thoroughly reviewed the qualifications and independence of the proposed auditing firm and supports the decision [5]

Core Viewpoint - Guosen Securities is convening its second extraordinary general meeting of shareholders in 2025 to discuss several key proposals, including amendments to the company's articles of association and the election of independent directors [1][3]. Proposal Summaries Proposal 1: Amendment of Articles of Association - The company proposes to amend its articles of association to comply with the newly revised Company Law of the People's Republic of China and other relevant regulations, including renaming the shareholder meeting rules [1][2]. Proposal 2: Acquisition of Wanhe Securities - The company plans to issue A-shares to acquire a 96.08% stake in Wanhe Securities at a price of 8.25 yuan per share, resulting in the issuance of 10,241,743,060 shares. This will necessitate amendments to the articles of association regarding registered capital and total shares [2][3]. Proposal 3: Election of Independent Director - Zhang Shouwen is nominated as an independent director candidate for the fifth board of directors. He has a strong academic background and no conflicts of interest with the company or its major shareholders [5][6]. Proposal 4: Abolishment of Supervisory Board - The company proposes to abolish the supervisory board and related rules, aligning with the revised Company Law and current operational needs [4]. Proposal 5: Revision of Related Party Transaction Management System - The company intends to revise its related party transaction management system to ensure compliance with updated regulations and to protect the interests of all shareholders, particularly minority shareholders [7][8].

Meeting Agenda - The first extraordinary general meeting of shareholders for 2025 is scheduled for September 15, 2025, at 10:00 AM in Zhuhai [1] - The meeting will be chaired by Chairman Chen Xu [1] Meeting Regulations - The company emphasizes the importance of maintaining the legal rights of all shareholders and ensuring the orderly conduct of the meeting [2] - Only authorized personnel, including shareholders, directors, supervisors, and relevant staff, are allowed to enter the meeting venue [2] - Attendees must follow registration procedures and maintain order during the meeting [2][4] Voting Procedures - Shareholders must present identification and relevant documents to register for the meeting [3] - The meeting will include a report on the number of attending shareholders and their voting rights before proceeding with the agenda [3] - Voting will be conducted through a named ballot system, and invalid votes will be discarded [4][5] Proposal for Change of Auditor - The company proposes to change its accounting firm to Beijing Dehao International Accounting Firm for the 2025 fiscal year [5][10] - The decision follows a public tender process, with Dehao International selected based on its qualifications and experience [6][10] - The previous auditor, Dahua Accounting Firm, provided services for five years and issued a qualified opinion in 2024 [9][10] Auditor's Qualifications - Dehao International was established in December 2008 and has 66 partners and 300 registered accountants [7] - The firm has experience in auditing various industries, including manufacturing and information services [7] - The proposed signing partners have significant experience in auditing listed companies [8] Financial Implications - The audit fee for 2025 is proposed to be 800,000 yuan, with an additional 300,000 yuan for internal control audits [9] - The company seeks authorization from the shareholders' meeting to adjust the audit fees based on changes in the audit scope [9][10] Board Approval - The board of directors unanimously approved the proposal to appoint Dehao International as the new auditor [11] - All nine directors present voted in favor, with no opposition or abstentions [11]