登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：603816 证券简称：顾家家居 公告编号：2025-086 顾家家居股份有限公司 关于召开2025年第三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： ● 股东大会召开日期：2025年12月17日 (一)股东大会类型和届次 2025年第三次临时股东大会 (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 (四)现场会议召开的日期、时间和地点 召开的日期时间：2025年12月17日 14点30分 召开地点：浙江省杭州市上城区东宁路599号顾家大厦一楼会议中心 (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 网络投票起止时间：自2025年12月17日 至2025年12月17日 ■ 1、各议案已披露的时间和披露媒体 上述议案公司已于2025年12月1日召开的第五届董事会第十六次会议审议通过，其中议案1已于2025年12 月1日在上海证 ...

登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：688087 证券简称：英科再生 公告编号：2025-066 英科再生资源股份有限公司 关于董事会完成换届选举暨聘任 高级管理人员、证券事务代表的公告 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、准确性和完整性依法承担法律责任。 英科再生资源股份有限公司（以下简称"公司"或"英科再生"）于2025年12月1日召开2025年第三次临时 股东会，选举产生了第五届董事会非独立董事、独立董事，与2025年12月1日职工代表大会选举产生的 职工代表董事，共同组成了公司第五届董事会。同日，公司召开第五届董事会第一次会议，选举产生董 事长、董事会专门委员会委员，聘任高级管理人员、证券事务代表，现将具体情况公告如下： 一、董事会换届选举情况 2025年12月1日，公司召开第五届董事会第一次会议，全体董事一致同意选举刘方毅先生担任公司第五 届董事会董事长，并选举产生第五届董事会战略与ESG委员会、审计委员会、提名委员会、薪酬与考核 委员会委员，任期自本次董事会审议通过之日起至第五届董事会任期届满之日止，各专门委 ...

登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：600423 证券简称：柳化股份公告编号：2025-049 柳州化工股份有限公司 关于召开2025年第二次临时股东会的通知 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： ● 股东会召开日期：2025年12月17日 ● 本次股东会采用的网络投票系统：上海证券交易所股东会网络投票系统 一、召开会议的基本情况 (一)股东会类型和届次 2025年第二次临时股东会 (二)股东会召集人：董事会 (三)投票方式：本次股东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 (四)现场会议召开的日期、时间和地点 召开的日期时间：2025年12月17日 14 点 30分 召开地点：广西柳州市跃进路 106-8 号汇金国际 26 层公司会议室 (七)涉及公开征集股东投票权 无 二、会议审议事项 (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会网络投票系统 网络投票起止时间：自2025年12月17日 至2025年12月17日 采用上海证券交易所 ...

Group 1 - The company held its 19th meeting of the 9th Board of Directors on December 1, 2025, via telecommunication, with all 9 directors present and voting [2][3] - The Board approved the proposal to abolish the Supervisory Board and amend the Articles of Association, with a unanimous vote of 9 in favor [3][4] - The proposal to revise various corporate governance systems was also approved, including amendments to the rules for Board meetings, shareholder meetings, and independent director work systems, all receiving unanimous support [5][7][9] Group 2 - The company plans to provide guarantees for 25 wholly-owned and controlled subsidiaries, with a total guarantee amount not exceeding 8.67 billion yuan, which is 85.19% of the company's audited net assets for 2024 [37] - The Board approved a proposal to apply for a total comprehensive credit limit of 19.831 billion yuan from 15 banks, covering various credit products [38] - The company will continue to engage in foreign exchange derivative hedging, with a maximum trading margin and premium not exceeding 16 million yuan, and a maximum contract value of 300 million yuan [39] Group 3 - The company will hold its 2025 Fourth Extraordinary General Meeting on December 17, 2025, with both on-site and online voting options available [41][52] - The meeting will address proposals that have been approved by the Board and Supervisory Board, with specific voting requirements for certain resolutions [59] - Shareholders must register for the meeting by December 15, 2025, and can participate in voting through designated systems [60][61]

Core Viewpoint - The recent detention of two senior executives at Fusenmei raises concerns about potential systemic internal control deficiencies within the company, despite the management's assertion that these issues are unrelated to the company's operations [1][6]. Group 1: Executive Detention - Fusenmei announced that its Vice President and Board Secretary, Zhang Fengshu, is under investigation and has been detained, following the earlier detention of Chairman Liu Bing in July [2][3]. - During the detention, Zhang Fengshu is unable to fulfill his duties, and the company has appointed the CFO, Wang Hong, to temporarily take over these responsibilities [2]. - The company has stated that it is currently unaware if the detentions are related to the same case and will continue to monitor the situation [3]. Group 2: Shareholding Structure - Liu Bing, the controlling shareholder and chairman, along with his family members, holds over 80% of Fusenmei's shares, raising questions about concentrated family power and governance issues [4][6]. - The three family members, Liu Bing, Liu Yunhua, and Liu Yi, are all founders of Fusenmei and have a significant influence on the company's operations [5][6]. - Fusenmei maintains that it operates independently from its controlling shareholders and has a robust governance and internal control mechanism in place [6][7]. Group 3: Company Operations - Despite the detentions, Fusenmei asserts that its overall operations and governance remain normal, with no significant impact on production or management [7]. - The company emphasizes that all other directors and senior management are continuing their duties without interruption [7].

Core Viewpoint - The article raises concerns about the governance level of Songcheng Performance (300144.SZ) following its acquisition of 100% equity in Hangzhou Songcheng Industrial Co., Ltd. for 9.63 billion, suggesting potential conflicts of interest and financial mismanagement [3][4][6]. Summary by Sections Acquisition Details - Songcheng Performance announced the acquisition of Hangzhou Songcheng Industrial, which includes land and buildings adjacent to its theme park, previously leased for operations [5][9]. - The acquisition price of 9.63 billion is considered excessively high, given that Hangzhou Songcheng Industrial's net profit for 2024 is projected at only 2.03 million, implying a payback period of nearly 474 years [6][7]. Financial Concerns - The acquisition raises suspicions about the financial health of the controlling shareholder, Songcheng Group, especially during a downturn in the real estate market [5][6]. - There is a notable 31% pledge ratio of shares held by Songcheng Group, indicating potential liquidity issues [6]. Revenue Performance - Songcheng Performance's revenue from its theme park has declined from 769 million in 2018 to 530 million in 2024, highlighting operational challenges rather than a need for expansion [10][11]. - The article argues that the decision to acquire land and property should be based on increased revenue and visitor numbers, which are currently lacking [12]. Historical Context - The article references past financial mismanagement, including a significant impairment loss of 1.8 billion in 2021 related to the acquisition of the "Liujianfang" platform, raising further doubts about governance practices [16][18]. - Previous regulatory issues, including incomplete disclosures and accounting adjustments, have led to warnings from regulatory bodies, further questioning the company's governance [20][21]. Conclusion - The article concludes that the recent acquisition, combined with historical financial practices, necessitates a reevaluation of Songcheng Performance's governance and operational strategies [13][14].

Investment Rating - The report suggests a bullish outlook for the Chinese stock market, indicating potential for a long-term bull market driven by structural factors in both the asset and funding sides [2][3][8]. Core Insights - The report emphasizes that the long-term bull market in the Chinese stock market requires a combination of asset-side and funding-side factors, with globalization enhancing both aspects [3][18]. - It highlights that despite a decline in economic growth rates, stable profit growth and elevated valuation levels can sustain a bull market, drawing parallels with historical experiences from developed countries [15][22]. - The report identifies key drivers for the A-share market's upward momentum, including growth potential, high-quality overseas expansion, and improvements in corporate governance [4][5][6][7]. Summary by Sections Growth Potential - The report discusses the transition towards a more efficient economy, driven by innovation and research, as the financial cycle shifts downwards [4][24]. - It notes that China's R&D expenditure as a percentage of GDP has reached 2.6%, aligning with developed countries, and highlights the increasing complexity of the economy [25][30]. High-Quality Overseas Expansion - The report states that China is actively expanding through trade and investment, with high-tech and high-growth companies increasingly exposed to international markets [5][33]. - It mentions that the share of overseas revenue for specialized and innovative companies has risen significantly, indicating a shift towards global markets [35][39]. Corporate Governance Improvements - The report outlines various policies aimed at enhancing corporate governance, increasing transparency, and encouraging dividend payouts, which are expected to improve overall market returns [6][43]. - It highlights that the contribution of dividends to total returns in the A-share market has been low but is improving due to recent reforms [48][49]. Global Long-Term Funding - The report emphasizes the importance of stable long-term funding, particularly from insurance and pension funds, in supporting the bull market [7][57]. - It notes that global capital rebalancing may lead to increased foreign investment in the Chinese market, enhancing liquidity and valuation [61][63].

Core Viewpoint - The internal governance struggle at ST Yinjian is highlighted by the recent board meeting controversies, including absenteeism and lack of transparency in decision-making processes [1][4]. Group 1: Board Meeting Controversies - On November 18, ST Yinjian announced that the board approved new candidates with a unanimous vote of 5 in favor, 0 against, and 0 abstentions, despite two directors being absent [3]. - The two absent directors, Peng Xiaoyong and Cai Yang, claimed they were not absent voluntarily but were unable to attend due to a lack of communication from the acting chairman, leading to their "passive absence" [4][6]. - Peng Xiaoyong revealed that a board meeting had already been held on November 12 to discuss the same matters, where they voted against the proposals, but the company did not disclose the resolutions from that meeting [4][12]. Group 2: Communication Issues - Peng Xiaoyong expressed concerns about the serious violations in the meeting's convening and decision-making process, stating that he did not receive the meeting link until 28 hours after the meeting had already taken place [6][9]. - The acting chairman, Han Zhenxing, failed to provide the necessary meeting details and link in a timely manner, which is considered abnormal by Peng Xiaoyong [10]. - Peng Xiaoyong and Cai Yang reported that they were unable to review the agenda adequately before voting, leading them to oppose all proposals during the meetings [12][13]. Group 3: Legal Actions and Governance Issues - Peng Xiaoyong has reported the situation to regulatory authorities and has filed a lawsuit against the company, seeking to annul the decisions made under significant procedural flaws [13]. - A senior lawyer noted that the board's voting results should be disclosed promptly, and failure to do so due to opposing votes or lack of participation contradicts information disclosure regulations [15]. - The previous company secretary resigned after only two and a half months, indicating potential instability within the company's governance structure [16][18].

Core Viewpoint - The internal governance struggle at ST Yinjian (300020) has been exposed, highlighting issues such as delayed notifications for board meetings, lack of transparency in voting results, and the occurrence of two board meetings for the same agenda without proper disclosure [1][3][11]. Group 1: Board Meeting Issues - On November 18, ST Yinjian held a board meeting where the resolution for new board candidates was passed with a vote of 5 in favor, 0 against, and 0 abstentions [2]. - Two directors, Peng Xiaoyong and Cai Yang, were absent from the meeting, claiming they were "passively absent" due to a lack of response from the acting chairman when they sought information about the meeting [3][4]. - The same board meeting was held on November 12, where both directors voted against the resolutions, but the company did not disclose the results of that meeting [9][11]. Group 2: Communication Failures - Peng Xiaoyong reported that he did not receive the meeting link until 28 hours after the meeting had already taken place, raising concerns about the communication process [7][8]. - The acting chairman failed to provide necessary details about the meeting agenda in advance, which hindered the directors' ability to review the proposals adequately [4][9]. - The lack of timely communication and the use of an unknown number to send the meeting link were deemed abnormal by Peng Xiaoyong [8]. Group 3: Legal and Regulatory Actions - Peng Xiaoyong has reported the governance issues to regulatory authorities and has filed a lawsuit against the company to annul the decisions made during the meetings that had significant procedural flaws [11]. - A former company secretary left after only two and a half months, indicating potential instability within the company's governance structure [14].

Core Viewpoint - The article reveals a governance power struggle within ST Yinjing, highlighted by irregularities in board meeting notifications and voting processes, leading to allegations of misconduct by certain board members [1][4][14]. Group 1: Board Meeting Irregularities - On November 18, ST Yinjing announced that the board meeting had a voting result of "5 votes in favor, 0 votes against, 0 abstentions" for the new board candidates, despite two directors being absent [3]. - Two directors, Peng Xiaoyong and Cai Yang, claimed they were not absent by choice but were unable to attend due to a lack of communication from the acting chairman, resulting in a "passive absence" [4][14]. - The board had previously met on November 12 to discuss the same matters, but the decisions made during that meeting were not disclosed to the public [10][14]. Group 2: Communication Failures - Peng Xiaoyong reported that he attempted to contact the acting chairman multiple times on the day of the meeting but received no response, and the meeting link was only sent to him 28 hours after the meeting had already taken place [6][8]. - The failure to provide meeting details in advance and the unusual method of sending the meeting link raised concerns about the legitimacy of the meeting process [8][14]. Group 3: Legal Actions and Governance Concerns - Peng Xiaoyong has reported the situation to regulatory authorities and filed a lawsuit against the company, seeking to annul the decisions made under questionable procedural circumstances [14]. - Legal experts indicated that the company is required to disclose board meeting results promptly, and failure to do so, especially when there are dissenting votes, violates information disclosure regulations [16].