证券代码：688585 证券简称：上纬新材 公告编号：2025-040 上纬新材料科技股份有限公司 第三届监事会第十四次会议决议公告 本公司监事会及全体监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、准确性和完整性依法承担法律责任。 一、会议召开情况 上纬新材料科技股份有限公司（以下简称"公司"）第三届监事会第十四次 会议于2025年5月29日以电子邮件方式发出会议通知，于2025年6月4日以现场结 合视讯方式召开。本次会议由第三届监事会主席洪嘉敏女士主持，应参加表决监 事3名，实际参加表决监事3名。本次会议的通知、召开及表决流程符合《中华人 民共和国公司法》 （以下简称"《公司法》"）和《上纬新材料科技股份有限公司章 程》（以下简称"《公司章程》"）的规定，审议并一致通过如下决议： 二、会议审议情况 （一）审议通过《关于公司 2022 年限制性股票激励计划第三个归属期不符 合归属条件暨作废部分已授予尚未归属的限制性股票的议案》 具体内容详见公司于同日在上海证券交易所网站（www.sse.com.cn）披露的 《上纬新材关于公司 2022 年限制性股票激励计划第三个归属期不 ...

Core Viewpoint - The announcement details the revisions to the governance rules of China Coal Xinji Energy Co., Ltd., which include amendments to the rules governing shareholder meetings, board meetings, independent director systems, related party transaction decision-making, and information disclosure management [1]. Summary by Sections Shareholder Meeting Rules - The revised rules ensure that shareholder meetings operate smoothly and in accordance with the law, reflecting the company's actual situation [1]. - The rules specify that the annual shareholder meeting must be held within six months after the end of the fiscal year [3]. - Temporary shareholder meetings can be called under specific circumstances, such as insufficient directors or significant losses [4][5]. Board Meeting Rules - The board of directors is responsible for convening shareholder meetings and ensuring compliance with legal and regulatory requirements [6]. - Shareholders have the right to attend meetings and exercise their rights, including inquiry and voting [6][7]. Independent Director System - Independent directors can propose the convening of temporary shareholder meetings, and the board must respond within ten days [8]. - If the board fails to convene a meeting, the supervisory board can call for one [9]. Related Party Transaction Decision-Making - The rules outline the procedures for related party transactions, ensuring transparency and compliance with regulations [10]. Information Disclosure Management - The company is required to disclose information regarding shareholder meetings, including the agenda and voting procedures, to ensure all shareholders are informed [11][12]. - The rules emphasize the importance of legal opinions and notarization for the validity of shareholder meetings [13][14]. Proposal and Voting Procedures - Shareholders holding more than 3% of shares can propose new items for discussion at shareholder meetings [17]. - The board must review proposals based on their relevance and compliance with legal requirements [19][20]. Meeting Notifications - Notifications for shareholder meetings must include detailed information about the meeting date, location, and agenda [21][22]. - The company must ensure that all proposals are fully disclosed in the meeting notifications [15][16].

证券代码：000552 证券简称：甘肃能化 公告编号：2025-48 债券代码：127027 债券简称：能化转债 甘肃能化股份有限公司 关于修订《公司章程》《股东大会议事规则》《董事会议事规则》 的说明 本公司及董事会全体成员保证公告内容的真实、准确和完整，对公告的虚假记载、误导性陈 述或重大遗漏负连带责任。 甘肃能化股份有限公司（以下简称"公司"）于2025年6月4日召开第十届董事会 第四十七次会议，审议通过关于修订《公司章程》 《股东大会议事规则》 《董事会议事 规则》的议案，本议案将提交股东会审议。现将《公司章程》 《股东大会议事规则》 《董 事会议事规则》修订情况说明如下： 一、《公司章程》《股东大会议事规则》《董事会议事规则》修订说明 根据《中华人民共和国公司法》《上市公司章程指引》等法律法规及规范性文件 的规定,结合公司董事会人员构成、股东会、董事会的职权与运作机制、股东权利保 护、控股股东及实际控制人责任以及监事会撤销等内容变动，对《公司章程》《股东 （1）完善总则、法定代表人、股份发行等规定，进一步完善公司章程制定目的 是为了维护公司、股东、职工和债权人的合法权益，确定法定代表人的范围、职权、 ...

Core Points - The company held its 12th meeting of the 8th Board of Directors on June 3, 2025, in Haikou, Hainan Province, with all 9 members present [1][2] - The meeting approved several resolutions, including amendments to the company's articles of association and the establishment of various governance rules [1][2] Summary by Categories Company Governance - The company approved the amendment of its articles of association with a unanimous vote of 9 in favor, 0 against, and 0 abstentions [1] - The company also approved the "Rules of Shareholders' Meetings" with the same voting results [2] - The "Rules of Board Meetings" were approved unanimously as well [2] - The establishment of an "Independent Director System" was also passed with unanimous support [2] - The company approved the proposal to revise and add certain management systems, again with unanimous support [2] - A resolution to convene the 2025 First Extraordinary General Meeting of Shareholders on June 20, 2025, was also approved unanimously [2]

Capital Reduction - The company has reduced its registered capital due to the repurchase and cancellation of part of the restricted stock incentive plan, resulting in a decrease of 57,600 shares, changing the total share capital from 527,274,460 shares to 527,216,860 shares, and the registered capital from RMB 527,274,460.00 to RMB 527,216,860.00 [1] Cancellation of Supervisory Board - The company will no longer have a supervisory board, with its powers transferred to the audit committee of the board of directors, and the rules governing the supervisory board meetings will be abolished [2] Amendments to Articles of Association - The company has revised its Articles of Association and related rules to comply with the latest laws and regulations, including changes to the registered capital and the definition of the legal representative [2][3] - The registered capital in the Articles of Association has been updated to RMB 527,216,860.00 [2] - The role of the chairman has been redefined, stating that the chairman is the representative of the company in executing company affairs, and the legal representative will be determined within 30 days of the resignation of the current legal representative [2] - New provisions have been added to clarify the legal consequences of actions taken by the legal representative on behalf of the company [3] Share Capital and Financial Assistance - The total number of shares is now 527,216,860, all of which are ordinary shares, and the company may provide financial assistance for acquiring its shares under certain conditions [4][5] Decision-Making and Legal Compliance - The company has established clear procedures for the validity of resolutions made by the shareholders' meeting and the board of directors, including the right of shareholders to request the court to declare resolutions invalid under specific circumstances [6][7][8] - The company is required to fulfill its information disclosure obligations in accordance with legal and regulatory requirements [7]

Group 1 - The company has revised its Articles of Association, changing "Shareholders' Meeting" to "Shareholders' Assembly" and removing references to the Supervisory Board, which has been replaced by an Audit Committee [1][2] - The revised Articles of Association will be submitted for approval at the upcoming shareholders' meeting, and the chairman or authorized personnel will be authorized to handle necessary registrations with the market supervision authority [1][2] - The full text of the revised corporate governance system is available on the Shanghai Stock Exchange website [3] Group 2 - The 2024 Annual Shareholders' Meeting is scheduled for June 23, 2025, and will be convened by the Board of Directors [6] - Voting will be conducted through a combination of on-site and online methods, utilizing the Shanghai Stock Exchange's online voting system [7] - Shareholders must register to attend the meeting, with specific procedures outlined for both corporate and individual shareholders [12][14] Group 3 - The meeting will include various agenda items that have been approved in previous board and supervisory meetings, with details disclosed on April 25 and May 31, 2025 [9][10] - There will be special resolutions and separate voting for minority investors on certain proposals [10] - Shareholders can vote through multiple accounts, but the first vote will be considered valid for any repeated votes [11] Group 4 - The company has provided contact information for the Board Office for any inquiries related to the shareholders' meeting [21]

Group 1 - The company has decided to cancel its supervisory board and amend its Articles of Association, transferring the supervisory responsibilities to the audit committee of the board of directors [1][2][3] - The amendments to the Articles of Association aim to enhance the company's governance structure in accordance with relevant laws and regulations [1][2][3] - Specific changes include the removal of the supervisory board's rules and the revision of various governance provisions to align with the new corporate governance framework [1][2][3] Group 2 - The revised Articles of Association emphasize the protection of the rights of shareholders, employees, and creditors, reflecting a broader stakeholder approach [1][2][3] - The company will now have a single legal representative, the chairman, whose responsibilities and legal implications are clearly defined in the amended Articles [3][4] - The amendments also introduce provisions regarding the establishment of a Communist Party organization within the company, highlighting the integration of party activities into corporate governance [6][7] Group 3 - The company has updated its capital increase procedures, allowing for more flexible methods of raising capital while ensuring equal rights for all shareholders [7][8] - New rules regarding the acquisition of company shares have been established, including limits on the total amount of financial assistance that can be provided for share acquisitions [7][8] - The company has clarified the conditions under which it can repurchase its shares, ensuring compliance with legal and regulatory requirements [7][8] Group 4 - The company has revised the rules governing shareholder meetings, including the procedures for calling and conducting meetings, to enhance transparency and shareholder engagement [32][33] - The amendments specify the rights of shareholders, including the ability to request information and participate in decision-making processes [32][33] - The company has established clearer guidelines for the approval of significant transactions and external guarantees, ensuring that such actions are subject to appropriate oversight [30][31][32] Group 5 - The company has introduced stricter regulations regarding the conduct of major shareholders and actual controllers to prevent conflicts of interest and protect minority shareholders [22][23][24] - New provisions have been added to hold shareholders accountable for any abuse of rights that may harm the company or other shareholders [23][24] - The amendments also reinforce the obligations of major shareholders to act in the best interests of the company and its stakeholders [23][24]

Summary of Key Points Core Viewpoint The announcement details the changes in the governance structure of Yifang Biotechnology (Shanghai) Co., Ltd., including the cancellation of the supervisory board, changes in registered capital, and amendments to the company's articles of association and internal governance systems. Group 1: Changes in Registered Capital - The total share capital of the company increased to RMB 578,327,844 following the completion of the stock registration for the second vesting period of the restricted stock incentive plan on March 24, 2025 [1][2] - The board of directors authorized relevant personnel to handle the business registration changes without needing to submit the matter to the shareholders' meeting [2] Group 2: Cancellation of Supervisory Board - The company will no longer have a supervisory board, and its functions will be transferred to the audit committee of the board of directors [2][3] - Relevant internal rules related to the supervisory board will be abolished [2] Group 3: Amendments to Articles of Association and Governance Systems - The articles of association will be revised to align with the current laws and regulations, including the Company Law and the Guidelines for Articles of Association of Listed Companies [2][4] - Internal governance systems, including rules for shareholders' meetings, board meetings, and various committees, will be amended, with some requiring approval from the shareholders' meeting [2][3]

职。董事辞职应向董事会提交书面辞职报 辞任应当向公司提交书面辞职报告，公司收到 告。董事会将在 2 日内披露有关情况。 辞职报告之日辞任生效，公司董事会将在两个 浙江盾安人工环境股份有限公司 为进一步完善公司治理制度体系，根据《中华人民共和国公司法》《上市公 司章程指引》等法律法规的要求，并结合浙江盾安人工环境股份有限公司（以下 简称"公司"）实际情况，经公司第八届董事会第二十一次会议、第八届监事会 第十六次会议审议通过，对原《董事会议事规则》有关条款进行修订，具体修订 内容对照如下： 序号 修订前 修订后 一的，不能担任公司的董事： 的，不能担任公司的董事： （一）无民事行为能力或者限制民事行为能 （一）无民事行为能力或者限制民事行为能力； 力； （二）因贪污、贿赂、侵占财产、挪用财产或者 （二）因贪污、贿赂、侵占财产、挪用财产 破坏社会主义市场经济秩序，被判处刑罚，或 或者破坏社会主义市场经济秩序，被判处刑 者因犯罪被剥夺政治权利，执行期满未逾五年， 罚，执行期满未逾 5 年，或者因犯罪被剥夺 被宣告缓刑的，自缓刑考验期满之日起未逾两 政治权利，执行期满未逾 5 年； 年； （三）担任破产清算的公司、企业 ...

| 证券代码：600620 股票简称：天宸股份 编号：临2025-013 | | | | --- | --- | --- | | 上海市天宸股份有限公司 | | | | 关于取消监事会、修订《公司章程》并办理 | | | | 工商变更登记事项及修订部分公司治理制度的公告 | | | | 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。 | | | | 2024 根据 | 7 1 年 月 日起实施的新《公司法》及中国证监会发布 | | | 的《关于新 | <公司法> 配套制度规则实施相关过渡期安排》、 | | | 《上市公司 | | | | 章程指引（2025 | 年修订）》、《上市公司股东会规则（2025 年修订）》 | | | 以及《上市公司信息披露管理办法（2025 | 年修订）》等相关法律法规 | | | 的规定，并结合公司实际情况，上海市天宸股份有限公司（以下简称 | | | | "公司"）于 | 2025 年 5 月 29 日召开第十一届董事会第十二次会议和 | | | 第十一届监事会第十次会议，会议审 ...