证券代码：002918 证券简称：蒙娜丽莎 公告编号：2025-046 蒙娜丽莎集团股份有限公司（以下简称"公司"）第四届董事会第十三次会议于 2025 年 7 月 29 日在公司办公楼会议室以现场结合通讯表决方式召开，会议通知已于 2025 年 7 月 25 日通过专人送达、传真、电子邮件、电话等方式发出。本次会议由董事长萧礼标先 生主持，应出席会议董事 9 名，实际出席会议董事 9 名，其中谭淑萍女士、饶平根先生以 通讯表决方式出席，公司全体监事、高级管理人员列席了会议。会议的召集、召开符合《公 司法》《公司章程》及有关法律、行政法规、部门规章、规范性文件的规定，会议合法有 效。 二、董事会会议审议情况 经与会董事审议，以记名投票表决方式审议通过了以下议案： 基于对公司未来发展前景的信心和对自身价值的认同，为切实维护广大投资者利益、 增强投资者信心、提高长期投资价值，拟变更公司于 2021 年 11 月 24 日审议通过的回购 股份方案的回购股份用途，由原计划"用于股权激励计划或员工持股计划"变更为"用于 注销减少注册资本"，即拟对回购专用证券账户中的 6,379,004 股股份进行注销并相应减 少公司注 ...

Group 1 - The company held its first supervisory board's twelfth meeting on July 28, 2025, which was conducted both in-person and via communication methods, with all three supervisors present [2][4] - The meeting approved the proposal to abolish the supervisory board and amend the company's articles of association, transferring the supervisory board's powers to the audit committee of the board of directors [3][5] - The proposal requires further approval from the shareholders' meeting [5] Group 2 - The company announced the election of a new board of directors due to the expiration of the first board's term, in accordance with relevant laws and regulations [7][8] - The company proposed candidates for the second board of directors, including both non-independent and independent directors, to be submitted for approval at the upcoming shareholders' meeting [8] - The independent director candidates have received the necessary training certifications, and their qualifications meet the regulatory requirements [8] Group 3 - The company will hold its second extraordinary shareholders' meeting on August 13, 2025, with both on-site and online voting options available [17][21] - The meeting will address the proposals that have already been disclosed and approved by the first board of directors [22] - Shareholders must register to attend the meeting, with specific procedures outlined for both individual and corporate shareholders [29][30]

Core Viewpoint - The company has decided to abolish its supervisory board and amend its articles of association and certain management systems to align with new regulations and improve corporate governance [1][2]. Summary by Sections Cancellation of Supervisory Board - The company will no longer have a supervisory board starting from July 1, 2024, as per the new Company Law and related regulations [1]. - The functions of the supervisory board will be transferred to the audit committee under the board of directors [1]. - The existing rules governing the supervisory board will be abolished, and relevant provisions in the company's regulations will be updated accordingly [1]. Amendments to Articles of Association - The amendments aim to enhance the company's governance structure and comply with the requirements for companies listed on the Sci-Tech Innovation Board [2]. - Key changes include: - The first article emphasizes the implementation of the "two unifications" principle and the strengthening of the party's leadership [2]. - New provisions clarify the responsibilities of the legal representative and the company's liability for civil activities conducted in its name [3]. - The articles now include enhanced internal supervision and risk control measures [3]. Management System Revisions - The company will revise its management systems to reflect the cancellation of the supervisory board and the new governance structure [1][2]. - Specific amendments include the procedures for shareholder meetings and the rights and obligations of shareholders [8][12]. - The company will ensure compliance with laws and regulations while maintaining transparency and accountability in its operations [1][2].

Group 1 - The company held its 11th meeting of the 4th Board of Directors on July 25, 2025, with all 9 directors present, confirming the meeting's legality and compliance with relevant laws [1] - The Board approved the proposal to amend the Articles of Association, eliminating the supervisory board and transferring its powers to the Audit Committee of the Board [1][2] - The Board also approved the proposal to revise and establish certain internal governance systems to align with the amended Articles of Association and relevant regulations [2] Group 2 - The Board agreed to convene the second extraordinary general meeting of shareholders for 2025 on August 12, 2025, through both in-person and online voting [3]

Group 1 - The company is holding a shareholder meeting on August 1, 2025, to discuss various proposals including the change of accounting firm and the issuance of short-term financing bonds [1][2][4]. - Shareholders must register to attend the meeting and can exercise their rights to speak and vote [1][2]. - The agenda includes the election of directors and the approval of several amendments to the company's rules and regulations [2][3]. Group 2 - The company proposes to change its accounting firm from Crowe Horwath to Lixin Certified Public Accountants for the 2025 financial year due to operational needs and service requirements [4][5]. - Lixin CPA has a strong background with 2,498 registered accountants and a total revenue of 4.748 billion yuan in 2024, with 3.672 billion yuan from audit services [6][10]. - The proposed audit fees for Lixin CPA are 1.65 million yuan for financial audit and 350,000 yuan for internal control audit, totaling 2 million yuan, which is consistent with the previous year's fees [10][11]. Group 3 - The company plans to register for the issuance of up to 2 billion yuan in short-term financing bonds and 2 billion yuan in medium-term notes to optimize its financing structure [11][12]. - The issuance will be subject to market conditions and will be authorized by the board of directors to ensure efficient execution [12]. Group 4 - The company intends to amend its Articles of Association to enhance governance and compliance with updated regulations, including the removal of the supervisory board [13][14]. - The amendments will align the company's operations with the latest legal requirements and improve its organizational structure [13][14].

Group 1 - The company held its 9th meeting of the second board on July 23, 2025, with all 5 directors present, and the meeting complied with relevant regulations [2][4]. - The board approved a proposal to change the registered capital from 114,800,000 yuan to 115,733,360 yuan due to the completion of the first vesting period of the 2024 restricted stock incentive plan, totaling 933,360 shares [3][30]. - The company will abolish the supervisory board, transferring its powers to the audit committee of the board, and relevant rules will be repealed [3][31]. Group 2 - The board approved multiple governance system revisions, including the rules for shareholder meetings, board meetings, and various management systems, all receiving unanimous support [6][8][12]. - A proposal for the wholly-owned subsidiary to apply for a bank loan of up to 550 million yuan, secured by its assets, was approved, with the company providing a guarantee [18][26]. - The company plans to hold its first temporary shareholders' meeting on August 8, 2025, to discuss the approved proposals [22][24].

Group 1 - The company held the 17th meeting of the 5th Supervisory Board on July 23, 2025, with all three supervisors present, and the meeting was deemed legally valid [1][2] - The Supervisory Board approved a resolution to reform the board structure, transferring the powers of the Supervisory Board to the Audit Committee of the Board of Directors, and abolishing the current rules governing the Supervisory Board [2] - The current supervisors will be relieved of their duties upon the approval of this resolution by the shareholders' meeting, and amendments to the company's articles of association will be proposed [2]

Group 1 - The company held its sixth board meeting on July 23, 2025, where it approved the establishment of a worker representative director position to enhance corporate governance and protect employee rights [1][2] - The election of the worker representative director is contingent upon the approval of the revised articles of association at the fourth extraordinary general meeting of shareholders in 2025 [1] - The board's nomination committee will be adjusted following the company's upcoming listing of H shares on the Hong Kong Stock Exchange, with specific members appointed to the committee [2] Group 2 - The newly elected worker representative director meets all legal and regulatory qualifications as per the company’s articles of association [2] - The adjustment of the nomination committee will take effect upon the board's approval and the listing of H shares [2]

Capital Change - The company has completed the registration of shares from the first vesting period of the 2024 restricted stock incentive plan, resulting in a change in registered capital [1][2] Cancellation of Supervisory Board - The company will no longer have a supervisory board, with its functions transferred to the audit committee of the board of directors, and relevant rules will be abolished [2][3] Amendment of Articles of Association - The company plans to comprehensively amend its Articles of Association to improve governance structure, including changing references from "shareholders' meeting" to "shareholders' assembly" and removing references to the supervisory board [2][4] Governance System Revision - The company will revise and establish certain governance systems to comply with the latest regulations and promote standardized operations, with some systems requiring shareholder approval [5][6]

Core Viewpoint - Lida Xin IoT Technology Co., Ltd. has announced the cancellation of its supervisory board and the revision of its Articles of Association to enhance corporate governance and comply with updated regulations [1][2]. Group 1: Cancellation of Supervisory Board and Revision of Articles of Association - The company has decided to cancel the supervisory board, transferring its responsibilities to the audit committee of the board of directors, in accordance with the latest amendments to relevant laws and regulations [1][2]. - The supervisory board will continue to fulfill its duties until the shareholders' meeting approves the cancellation [1][2]. - The company will revise relevant provisions in its Articles of Association to reflect this change, with specific amendments not listed in detail [2][3]. Group 2: Development and Revision of Company Policies - The company is also revising and formulating several internal policies in line with legal requirements and practical circumstances [2][3]. - The specific policies being revised include the rules for shareholders' meetings, board meetings, independent directors' work, management of raised funds, related party transactions, external guarantees, independent director allowances, entrusted financial management, and the selection of accounting firms [3][4]. Group 3: Other Matters - The cancellation of the supervisory board and the revisions to the Articles of Association and internal policies will be submitted for approval at the company's first extraordinary general meeting of shareholders in 2025 [3][4]. - The management team is authorized to handle the necessary filings and related matters following the shareholders' approval [4].