Core Viewpoint - Shanghai Zhenhua Heavy Industries Co., Ltd. is proposing significant governance changes, including the abolition of the supervisory board and the transfer of its responsibilities to the newly renamed Audit and Risk Committee of the board of directors [1][2]. Group 1: Governance Changes - The company will no longer establish a supervisory board, with its powers being transferred to the Audit and Risk Committee [1]. - The proposal to abolish the supervisory board is in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China [1][2]. - The existing rules related to the supervisory board will be abolished, and the current supervisory board members will automatically lose their positions [1]. Group 2: Amendments to Company Articles - The company has revised its Articles of Association to align with the latest regulatory requirements and to enhance corporate governance [2]. - The amendments are based on guidelines from the State-owned Assets Supervision and Administration Commission and the China Securities Regulatory Commission [2]. - Specific details of the amendments to the Articles of Association are to be discussed in the upcoming shareholder meeting [2]. Group 3: Shareholder Meeting Agenda - The agenda for the first extraordinary general meeting of shareholders in 2025 includes the review of the proposal to abolish the supervisory board and the amendments to the Articles of Association [1][3]. - Other proposals include the revision of the rules for shareholder meetings and board meetings, as well as the election of independent directors [3].

Group 1 - The company has decided to abolish the supervisory board, transferring its powers to the board of directors' risk and audit committee, in accordance with the relevant laws and regulations [1][2] - The supervisory board will continue to perform its supervisory functions until the shareholders' meeting approves the abolition [2] - The company will revise its articles of association to enhance operational standards and align with the latest legal requirements, including the removal of references to the supervisory board [2][3] Group 2 - The company plans to amend several governance systems to improve its governance structure and protect the rights of shareholders and investors [2][6] - The proposed revisions include updates to the rules governing shareholder meetings, board meetings, independent director work, external guarantees, external investments, and related party transactions [6][7] - The revised governance documents will be disclosed on the Shanghai Stock Exchange website after approval by the shareholders' meeting [6][7]

Core Viewpoint - The implementation of the new Company Law in China has led insurance companies to abolish their supervisory boards, transitioning towards a more streamlined and efficient governance model [1][4]. Group 1: Changes in Governance Structure - China People's Property Insurance Company announced it will not establish a supervisory board, with the relevant powers transferred to the audit committee of the board of directors [1]. - Several insurance institutions, including listed companies and foreign insurance firms, have announced the dissolution of their supervisory boards this year [1]. - On July 30, China Pacific Insurance Group also confirmed it will no longer have a supervisory board, delegating those responsibilities to the audit and related party transaction control committee [1]. Group 2: Legal Framework and Implications - The revised Company Law, effective from July 1, 2024, allows state-owned companies to set up an audit committee within the board to exercise the powers of a supervisory board, eliminating the need for a supervisory board [3]. - The Financial Regulatory Bureau issued a notice in December 2024, clarifying that financial institutions can establish an audit committee within the board to perform the supervisory functions as per the new Company Law [4]. Group 3: Professional Oversight and Challenges - The audit committee, typically composed of independent directors, is expected to enhance financial oversight and compliance compared to traditional supervisory boards [4]. - However, independent directors may face challenges such as information asymmetry and insufficient time to fulfill their supervisory roles effectively [4]. - The cancellation of supervisory boards raises questions about maintaining oversight functions and balancing decision-making efficiency with power checks, which will need to be explored in practice [5].

Core Points - The company held its 16th meeting of the 6th Board of Directors on August 6, 2025, where several key resolutions were passed [1][15][24] - The company plans to hold its first extraordinary general meeting of shareholders on August 22, 2025, to review the resolutions passed by the board [13][28] Group 1: Board Resolutions - The board approved the election of Wang Li as a non-independent director, following the resignation of director Si Tu Zhibo due to work adjustments [2][20] - The board passed a resolution to amend the company's articles of association, aligning with the new Company Law and adjusting the governance structure [6][24] - The board reviewed and approved several management system amendments, including rules for shareholder meetings, board meetings, and independent director work [9][12][24] Group 2: Shareholder Meeting - The extraordinary general meeting will take place at the company's headquarters, with both on-site and online voting options available [28][30] - The meeting will require a two-thirds majority vote from attending shareholders for certain resolutions to pass [34][35] - Shareholders must register for the meeting by August 19, 2025, and can participate either in person or through authorized representatives [35][36]

Core Points - The report details changes in the board of directors, including the appointment of Song Rong as the chairman and the hiring of Nie Yibin as the board secretary [2][3] - The company has abolished the "Supervisory Meeting Rules" and transferred the supervisory responsibilities to the board's audit committee to comply with new corporate laws [3][4] Group 1: Board Changes - On July 31, 2025, the company elected Song Rong and Xue Zhiwang as directors of the third board [2] - Song Rong was appointed as the chairman of the board, effective from the date of election until the end of the current board's term [2] Group 2: Information Disclosure - The company has designated an information disclosure officer, with the board secretary being directly responsible for information disclosure matters [3] Group 3: Governance Changes - The company has abolished the "Supervisory Meeting Rules" to align with the new Company Law and ensure compliance in its governance structure [3][4] - The audit committee of the board will now assume the responsibilities previously held by the supervisory board [3]

Group 1 - The company held its 20th meeting of the second board on August 5, 2025, with all five directors present, including independent directors participating via remote voting [1] - The board approved a proposal to adjust the corporate governance structure and amend relevant provisions of the Articles of Association to enhance operational standards and governance [1][2] - The board proposed to authorize the board and its authorized personnel to handle the registration and filing of the amended Articles of Association, with the authorization valid until the completion of the relevant business registration [1] Group 2 - The board's proposals, including amendments to governance systems and the establishment of new management protocols, will be submitted to the second extraordinary general meeting of shareholders in 2025 for approval [2][3] - The board approved adjustments to the grant price of the second category of restricted stock and the repurchase price of the first category of restricted stock, changing from 33.88 yuan/share to 33.62 yuan/share [4] - The board confirmed that the conditions for the first vesting period of the 2023 restricted stock incentive plan have been met, allowing for the vesting of 96,630 shares for ten eligible participants [4][5] Group 3 - The company plans to hold the second extraordinary general meeting of shareholders on August 22, 2025, at 14:30, combining in-person and online voting [5]

Group 1 - The company held the 17th meeting of the 10th Supervisory Board on August 5, 2025, with all 7 supervisors present, complying with relevant laws and regulations [2][3]. - The Supervisory Board approved a proposal to abolish the Supervisory Board and terminate the "Rules of Procedure for Supervisory Meetings," transferring its powers to the Audit Committee of the Board of Directors [2][5]. - The proposal will be submitted to the shareholders' meeting for approval, and until then, the Supervisory Board will continue to perform its duties as per the law and company regulations [3][4]. Group 2 - The company expressed gratitude to all supervisors for their contributions to the company's development during their tenure [5]. - The voting results for the proposal were unanimous, with 7 votes in favor, 0 against, and 0 abstentions [5].

Group 1 - The company held its 19th meeting of the second Supervisory Board on August 5, 2025, with all three supervisors present, including one participating via remote voting [1][2] - The Supervisory Board approved a proposal to adjust the company's governance structure and amend relevant provisions in the Articles of Association to enhance operational standards and governance [1][2] - The proposal requires approval from the company's second extraordinary general meeting of shareholders in 2025, needing more than two-thirds of the voting rights held by attending shareholders [2] Group 2 - The Supervisory Board agreed to adjust the 2023 Restricted Stock Incentive Plan, confirming that the adjustments comply with relevant regulations and do not harm shareholder interests [2] - The Board approved the vesting of 9,663 shares of restricted stock for 10 eligible incentive recipients, as the conditions for the first vesting period have been met [2][3]

证券代码：603926 证券简称：铁流股份 公告编号：2025-032 一、董事会会议召开情况 铁流股份有限公司（以下简称"公司"）第六届董事会第六次会议于 2025 年 8 月 5 日在公司六楼会议室以通讯方式召开，本次会议于 2025 年 7 月 31 日以 短信、直接送达方式通知全体董事、监事、高级管理人员。会议由董事长国宁先 生召集并主持，会议应出席董事 9 人，实际出席董事 9 人。本次会议的召集和召 开程序符合《公司法》和《公司章程》的规定，会议合法有效。 二、董事会会议审议情况 （一）审议通过《关于取消监事会并修订 <公司章程> 的议案》 根据《中华人民共和国公司法》《上市公司章程指引（2025 年修订）》等相 关法律法规的规定，结合公司实际情况，公司将不再设置监事会，监事会的职权 由董事会审计委员会行使， 铁流股份有限公司 关于第六届董事会第六次会议决议公告 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。 | 表决结果：9 | 票同意、0 | 票反对、0 | 票弃权。 | | --- | --- | --- | ...

Group 1 - The company has decided to cancel its supervisory board in accordance with the new Company Law and relevant regulations, transferring the supervisory functions to the audit committee of the board of directors [1][2] - The company has undergone a significant strategic transformation from a traditional ceramic manufacturing enterprise to a research, production, and sales company in the shipbuilding and high-end equipment sectors [2] - The company will change its registered capital and address, and amend its articles of association to reflect these changes due to the substantial alterations in its main business, controlling shareholder, total share capital, and equity structure [2]