证券代码：301172 证券简称：君逸数码 公告编号：2025-030 四川君逸数码科技股份有限公司 第四届董事会第八次会议决议公告 本公司及董事会全体成员保证信息披露内容真实、准确和完整，没有虚假记 载、误导性陈述或重大遗漏。 一、董事会会议召开情况 四川君逸数码科技股份有限公司（以下简称"公司"）第四届董事会第八次 会议通知于 2025 年 8 月 12 日通过邮件、即时通讯工具等方式送达全体董事，会 议于 2025 年 8 月 22 日在公司会议室以现场结合通讯方式召开。会议应出席董事 出席会议）。会议由董事长曾立军先生主持，公司全体监事、高级管理人员列席 本次会议。会议的召开符合《中华人民共和国公司法》等法律、行政法规、部门 规章、规范性文件和《公司章程》的有关规定，会议决议合法有效。 二、董事会会议审议情况 （一）审议通过《关于公司 2025 年半年度报告及其摘要的议案》 董事会全面审核了公司《2025 年半年度报告》及其摘要，一致认为： 《2025 年半年度报告》及其摘要的编制符合相关法律、行政法规等相关规定，报告内容 与格式符合中国证券监督管理委员会和深圳证券交易所的各项规定，其所披露的 信息真 ...

Core Viewpoint - The board of directors of Shanghai Yimin Commercial Group Co., Ltd. convened its eighth meeting of the tenth session on August 22, 2025, to review and approve the company's 2025 semi-annual report and to revise and add certain governance systems [1][2][4] Group 1: Semi-Annual Report - The board unanimously approved the "2025 Semi-Annual Report" and its summary, with all seven directors voting in favor [1] - The report was previously reviewed and approved by the board's audit committee during its fifth meeting in 2025 [1] Group 2: Governance System Revisions - The board approved the proposal to revise and add certain governance systems to enhance the company's governance structure and internal management mechanisms [2] - The specific governance systems revised or added include: - Implementation rules for the board's nomination committee - Implementation rules for the board's strategy committee - Implementation rules for the board's remuneration and assessment committee - Annual report work regulations for the audit committee - Management system for information disclosure affairs - Internal management system for deferring and exempting information disclosure - Accountability system for major errors in annual report information disclosure - Management system for insiders and external users of confidential information - Working system for special meetings of independent directors [2][4] - These revised and newly added systems will take effect upon approval by the board and do not require submission to the shareholders' meeting [4]

Core Viewpoint - The board of directors of Jiangsu Phoenix Investment Co., Ltd. held its eighth meeting of the ninth session, where several key resolutions were passed, including the approval of the 2025 semi-annual report and the decision to abolish the supervisory board, reflecting a move towards enhanced corporate governance and compliance with updated regulations [1][2][3][6]. Group 1: Meeting Resolutions - The board approved the 2025 semi-annual report and its summary, which was reviewed by the audit committee [1][2]. - A risk assessment report regarding Jiangsu Phoenix Publishing and Media Group Financial Co., Ltd. was also approved, with independent directors abstaining from the vote [3][4][5]. - The proposal to abolish the supervisory board and amend the company's articles of association was passed, with the audit committee assuming the supervisory responsibilities [6][7]. Group 2: Governance and Compliance - The company is revising its governance documents to align with the latest legal and regulatory requirements, including the articles of association and meeting rules [9][10]. - Multiple governance documents were amended, including those related to the board of directors and senior management, all receiving unanimous approval [10][11][12][13][14][15][16][18][19][20][21][22][23][24][25][27][28][29][30]. Group 3: Management Changes - The board accepted the resignation of Mr. Yan Shuyun as vice president and CFO, and appointed Ms. Wang Qing to the position, effective immediately [31][32]. - A resolution to convene the first extraordinary general meeting of 2025 was also passed [32].

Group 1 - The company has revised its Articles of Association and related governance documents to comply with the new Company Law of the People's Republic of China and relevant regulations effective from July 1, 2024 [1][2] - The revised Articles of Association and governance documents have been approved by the company's fourth board of directors and will be submitted for review at the first extraordinary shareholders' meeting in 2025 [1][2] - The company will seek authorization from the shareholders' meeting for the management to handle the necessary business registration related to the amendments [1] Group 2 - The company has also revised several governance systems to align with the latest legal and regulatory requirements, including the Management Measures for Related Transactions and the Management Measures for External Guarantees [2] - These governance system revisions have been approved by the fourth board of directors, with some requiring further review by the shareholders' meeting [2] - The specific contents of the revised Articles of Association and governance systems are available on the Shanghai Stock Exchange website [2]

Core Viewpoint - The company held its 23rd meeting of the 8th Board of Directors, where several resolutions were passed regarding amendments to the company's articles of association and related governance documents, which will be submitted for approval at the upcoming extraordinary shareholders' meeting [1][2][3][4][5][6][7][8][9][10][11][12][13][14][15][16][17][18][19][20][21][22][23][24][25][26][27][28][29][30][31][32][33][34][35][36][37][38][39][40][41][42][43][44][45][46][47][48][49][50]. Summary by Category Board Resolutions - The meeting approved the amendment of the company's articles of association with unanimous support [2] - The meeting also approved the revision of the rules for shareholder meetings, board meetings, and various committee implementation details, all requiring further shareholder approval [3][4][5][6][7][8][9][10][11][12][13][14][15][16][17][18][19][20][21][22][23][24][25][26][27][28][29][30][31][32][33][34][35][36][37][38][39][40][41][42][43][44][45][46][47][48][49][50]. Independent Directors and Compensation - The board proposed a compensation standard of 100,000 yuan per year (including tax) for independent directors to enhance their motivation and efficiency [7][8]. - The meeting approved the nomination of candidates for the 9th Board of Directors, including both independent and non-independent directors, with all nominations receiving unanimous support [9][23][24][25][26][27][28][29][30][31][32][33][34][35][36][37][38][39][40][41][42][43][44][45]. Governance Structure Changes - The company is transitioning to a new governance structure, with the 9th Board of Directors consisting of 11 members, including 6 non-independent directors and 4 independent directors, to better align with operational needs and governance standards [9][23][24][25][26][27][28][29][30][31][32][33][34][35][36][37][38][39][40][41][42][43][44][45]. - The meeting also addressed the dissolution of the current supervisory board and the corresponding amendments to the company's governance documents [46][47][48][49][50].

Group 1 - The company has revised its articles of association and internal governance systems to enhance corporate governance in accordance with relevant laws and regulations [2] - The board of directors has approved the removal of the supervisory board, transferring its responsibilities to the audit committee of the board [2] - The revised articles will include the establishment of employee director positions within the board [2] Group 2 - The company assures that the announcement contains no false records, misleading statements, or major omissions, and takes legal responsibility for its accuracy and completeness [2] - The revisions to the articles of association and governance documents are aimed at aligning with the actual situation of the company [2]

Core Viewpoint - The company, Jinhong Gas Co., Ltd., is preparing for its first extraordinary general meeting of shareholders in 2025, scheduled for September 9, 2025, to discuss significant governance changes, including the cancellation of the supervisory board and amendments to the company's articles of association [4][21]. Group 1: Company Overview - Jinhong Gas Co., Ltd. is listed under the stock code 688106 and is preparing for a significant governance restructuring [4][21]. - The company will no longer have a supervisory board, with its functions being transferred to the audit committee of the board of directors [21][20]. Group 2: Financial Data - The company plans to change its registered capital from 481,972,213 yuan to 481,977,548 yuan due to the conversion of convertible bonds [21][22]. - The total share capital will also increase from 481,972,213 shares to 481,977,548 shares as a result of the bond conversion [21][22]. Group 3: Governance Changes - The company will revise its articles of association to reflect the cancellation of the supervisory board and other governance updates [22][25]. - Several governance documents will be renamed or merged, including the renaming of the "Shareholders' Meeting Rules" to "Shareholders' Meeting Procedures" [25][26]. Group 4: Shareholder Meeting Details - The extraordinary general meeting will utilize both on-site and online voting methods, with specific time slots for voting [5][9]. - Shareholders must register to attend the meeting, with detailed instructions provided for both individual and institutional shareholders [11][13].

Group 1 - The company held the ninth session of the supervisory board on August 21, 2025, where the half-year report was reviewed and approved [2][3] - The supervisory board confirmed that the preparation and review procedures of the half-year report comply with legal regulations and internal management systems [3] - The supervisory board also approved the proposal to cancel the supervisory board and amend the company's articles of association, transferring the supervisory functions to the audit committee of the board [5][29] Group 2 - The company announced the resignation of the vice president and financial director, with the resignation taking effect upon delivery of the resignation letter to the board [10] - Wang Qing was appointed as the new vice president and financial director, with her term lasting until the end of the current board's term [10][11] - The transition of responsibilities between the outgoing and incoming financial directors is underway, ensuring no disruption to the company's operations [10] Group 3 - The company will hold its first extraordinary general meeting of 2025 on September 9, 2025, with both on-site and online voting options available [12][13] - The meeting will discuss the proposals that were previously approved by the board and supervisory board [15] - Shareholders must register for the meeting by September 8, 2025, to participate [21][22] Group 4 - The company is revising its governance structure to comply with updated laws and regulations, including the cancellation of the supervisory board [29][31] - The amendments to the articles of association include the addition of sections on controlling shareholders and independent directors, enhancing governance standards [31][32] - The revised governance documents will be submitted for shareholder approval before becoming effective [33]

Group 1 - The company has decided to abolish the supervisory board, transferring its powers to the audit committee of the board of directors [1][2] - The current members of the supervisory board will continue to perform their duties until the shareholders' meeting approves the cancellation [1] - The company has revised its articles of association to reflect the removal of the supervisory board and to include new sections on controlling shareholders and actual controllers [2][12] Group 2 - The main revisions to the articles of association include the deletion of the supervisory board section, the addition of a section on controlling shareholders, and the renaming of "shareholders' meeting" to "shareholders' assembly" [2][12] - The revised articles specify that the legal representative of the company will be the chairman, and the responsibilities of the supervisory board will now be handled by the audit committee [3][4] - The company has updated its governance systems, with 14 governance documents approved by the board, of which the first six require shareholder approval [38]

Core Viewpoint - The company is holding its first extraordinary general meeting of shareholders in 2025 to discuss several key proposals aimed at improving corporate governance and management efficiency [1][3]. Group 1: Meeting Agenda - The meeting is scheduled for September 9, 2025, at 14:30, located at the company's R&D center in Longyan, Fujian Province [1]. - The agenda includes the review and voting on multiple proposals, including amendments to the remuneration management system and the cancellation of the supervisory board [1][3]. Group 2: Proposals for Review - Proposal 1: Revision of the remuneration management system for directors and senior management to enhance governance and management efficiency, which was approved by the board on August 21, 2025 [3][4]. - Proposal 2: Cancellation of the supervisory board and amendments to the company’s articles of association and related rules, aligning with new legal requirements [4][5]. - Proposal 3: Establishment and revision of various governance systems to comply with updated regulatory requirements, which was also approved by the board on August 21, 2025 [5][6]. - Proposal 4: Election of non-independent directors for the seventh board, with specific candidates nominated by the board [6][7]. - Proposal 5: Election of independent directors for the seventh board, with candidates also nominated by the board [8][9]. Group 3: Meeting Regulations - Shareholders must register and confirm their attendance to participate in the meeting, with specific rules governing the conduct of the meeting to ensure order and efficiency [2][3]. - Each shareholder's speaking time is limited to three minutes, and questions unrelated to the agenda may be refused [2][3].