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突发!董事举报!参加董事会遭阻,同一董事会会议开两次
中国基金报· 2025-12-01 01:17
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].
苏州金鸿顺汽车部件股份有限公司关于2025年第一次临时股东大会增加临时提案暨股东大会补充通知的公告
证券代码:603922 证券简称:金鸿顺 公告编号:2025-066 苏州金鸿顺汽车部件股份有限公司 关于2025年第一次临时股东大会增加临时提案暨股东大会补充通知的公告 本公司董事会及除王海宝、叶少波以外的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个别及连带责任。 一、股东大会有关情况 2.提案程序说明 公司已于2025年11月25日公告了股东大会召开通知,单独持有15.00%股份的股东高德投资有限公司, 在2025年11月29日提出临时提案并书面提交股东大会召集人。股东大会召集人按照《上市公司股东会规 则》有关规定,现予以公告。 3.临时提案的具体内容 2025年11月29日,公司董事会收到公司5%以上股东高德投资有限公司提交的《关于苏州金鸿顺汽车部 件股份有限公司2025年第一次临时股东大会临时提案的函》。高德投资有限公司依据《公司法》及《苏 州金鸿顺汽车部件股份有限公司章程》(以下简称"《公司章程》")的规定,于公司2025年第一次临时 股东大会召开十日前,向公司董事会提出临时提案,并提请公司董事会提交公司2025年第一次临时股东 大会审议。 ...
深圳市东方嘉盛供应链股份有限公司关于召开2025年第三次临时股东大会的通知
登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码:002889 证券简称:东方嘉盛 公告编号:2025-043 深圳市东方嘉盛供应链股份有限公司 关于召开2025年第三次临时股东大会的通知 本公司及董事会全体成员保证信息披露的内容真实、准确、完整,没有虚假记载、误导性陈述或重大遗 漏。 一、召开会议的基本情况 1、股东会届次:2025年第三次临时股东大会 2、股东会的召集人:董事会 3、本次会议的召集、召开符合《中华人民共和国公司法》《深圳证券交易所股票上市规则》《深圳证 券交易所上市公司自律监管指引第1号一一主板上市公司规范运作》等法律、行政法规、部门规章、规 范性文件及《公司章程》的有关规定。 4、会议时间: (1)现场会议时间:2025年12月17日14:30 (2)网络投票时间:通过深圳证券交易所系统进行网络投票的具体时间为2025年12月17日9:15-9:25, 9:30-11:30,13:00-15:00;通过深圳证券交易所互联网投票系统投票的具体时间为2025年12月17日9:15 至15:00的任意时间。 5、会议的召开方式:现场表决与网络投票相结合。 6、会议的股权登记日:202 ...
舍得酒业治理困局——“双头权力博弈”下的掏空上市公司
Zhong Jin Zai Xian· 2025-11-30 02:23
Core Viewpoint - The article discusses the significant decline in the performance of Shede Liquor due to weak consumer demand and governance issues, leading to a drastic drop in stock price and market capitalization, with a focus on the company's failed high-end strategy and internal conflicts among stakeholders [1][4]. Financial Performance - Shede Liquor's revenue fell to 5.357 billion yuan in 2024, a 24% decrease, with gross margin dropping to 65.5%, the lowest in eight years, and net profit margin at only 6.35% compared to the industry average of 14.95% [1][2]. - The company's core product, "Taste Shede," suffered due to price wars, with mid-to-low-end products now accounting for 35% of sales, an increase of 8 percentage points from 2023 [1][2]. - The company experienced a significant increase in inventory turnover days from 356 to 939 days, with inventory reaching 5.219 billion yuan, constituting 70% of current assets [6][7]. Governance Issues - The governance structure is characterized by a power struggle between the controlling shareholder, Fosun Group, and local state-owned assets, leading to fragmented decision-making and strategic short-sightedness [4][9]. - The company has seen a significant increase in employee numbers (from 6,630 to 9,816, a 48% rise) but with low revenue per employee of 561,000 yuan, indicating inefficiency [2][6]. - The management's incentive structure has failed, with stock options set at low performance targets, resulting in a lack of accountability and a significant drop in net profit margin from 30.38% in 2023 to 6.35% in 2024 [3][6]. Strategic Failures - The company's high-end strategy has been ineffective, with continued price increases leading to excess inventory rather than sustainable growth [6][8]. - The company has engaged in non-core expansions, such as tourism projects, which have long payback periods and are seen as a means for local government to achieve performance metrics at the expense of shareholder value [12][13]. Stakeholder Dynamics - The relationship between Fosun Group and local state-owned assets has created a "benefit alliance," where both parties prioritize their interests over those of minority shareholders, leading to systemic neglect of their rights [9][10]. - Frequent related-party transactions have resulted in risk transfer and asset depletion, with the company becoming a platform for various interests rather than focusing on its core business [10][14]. Conclusion - Shede Liquor has become a platform for various stakeholders to extract value, with the need for a restructuring of governance mechanisms and a return to core operations to avoid further deterioration of the company's foundation [14][15].
山河智能装备股份有限公司第九届董事会第三次会议决议公告
Core Points - The company held its third meeting of the ninth board of directors on November 27, 2025, where several resolutions were passed, including changes to the business scope and adjustments to the organizational structure [1][2][30] - A special resolution regarding the changes will be submitted to the third extraordinary general meeting of shareholders scheduled for December 16, 2025 [2][3][7] Business Scope Changes - The company approved changes to its business scope, which includes the design and manufacturing of special equipment, vehicle production, and various machinery and technology services [6][30] - The revised business scope will include new items such as lubricating oil sales and processing, while maintaining existing services [6][30] Organizational Structure Adjustments - The company approved adjustments to its organizational structure aimed at enhancing strategic direction and operational efficiency [30] - The adjustments are intended to streamline internal management and improve operational effectiveness without affecting the core business or major personnel changes [30] Shareholder Meeting Details - The third extraordinary general meeting of shareholders will be held on December 16, 2025, with both on-site and online voting options available [10][11][12] - The meeting will address the resolutions passed by the board, including the changes to the business scope and organizational structure [10][15]
东瑞食品集团股份有限公司第三届监事会第十七次会议决议公告
Core Points - The company held its 17th meeting of the third supervisory board on November 28, 2025, where it approved the proposal to reappoint the auditing firm for the year 2025 [4][6]. - The company also convened its 18th meeting of the third board of directors on the same day, where several key proposals were discussed and approved, including amendments to the company’s articles of association and the reappointment of the auditing firm [8][10]. Group 1: Supervisory Board Meeting - The supervisory board meeting was attended by all three supervisors, meeting the legal requirements [1]. - The proposal to reappoint the auditing firm, Crowe Horwath, for the 2025 fiscal year was approved unanimously with three votes in favor [5][4]. - This proposal will be submitted for approval at the first extraordinary general meeting of shareholders in 2025 [6]. Group 2: Board of Directors Meeting - The board of directors meeting was attended by all nine directors, ensuring a valid voting process [8]. - The board approved the amendment of the company’s articles of association, which will be detailed in a subsequent announcement [10][28]. - The board also approved the reappointment of Crowe Horwath as the auditing firm for 2025, with unanimous support [13][14]. - A proposal for the election of non-independent and independent directors for the fourth board was discussed, with all nominations receiving unanimous approval [17][20]. - The board agreed to hold the first extraordinary general meeting of shareholders on December 17, 2025, combining on-site and online voting [24][26]. Group 3: Amendments to Articles of Association - The company plans to abolish the supervisory board and transfer its responsibilities to the audit committee of the board of directors [28][29]. - Amendments to the articles of association will include the addition of sections on "controlling shareholders and actual controllers," "independent directors," and "special committees of the board" [30]. - The revised articles will require a two-thirds majority approval at the upcoming extraordinary general meeting [31]. Group 4: Governance System Revisions - The company is revising and establishing parts of its governance system to comply with the latest legal requirements and improve operational standards [31]. - Specific governance system changes will be detailed in the announcements made on November 29, 2025 [32].
贵州茅台,连发重要公告
第一财经· 2025-11-28 12:50
11月28日,贵州茅台公告称,选举陈华为公司第四届董事会董事长,并调整董事会专门委员会成员。 同时,公司决定投资不超过1.22亿元用于实施茅台厂区10kV高压双电源供电系统改造项目。 此外,贵州茅台公告,公司将以自有资金通过集中竞价交易方式回购股份,用于注销并减少注册资本, 回购价格不超过1887.63元/股(含),回购金额不低于15亿元(含)且不超过30亿元(含),实施 期限为自公司股东大会审议通过回购方案之日起6个月内。按照公司回购股份的价格上限测算,预计本 次回购股份数量约为794647股—1589294股,约占公司已发行总股本的0.0635%—0.1269%。 编辑 | 钉钉 ...
弘业期货(001236) - 弘业期货投资者关系活动记录表20251128
2025-11-28 08:22
Financial Performance - The company's net profit attributable to shareholders for Q3 increased by 57.36% year-on-year, primarily due to effective cost control and growth in brokerage service fees [2][3] - The net cash flow from operating activities was 874 million CNY, a decline of 64.13% year-on-year, mainly due to reduced client margin deposits [3] Business Optimization - In 2025, the company optimized its market-making business by enhancing internal control systems, streamlining business processes, and increasing risk awareness [3] - The company reported no risk incidents in its market-making operations in 2025, demonstrating effective risk management [3] Capital Growth - The growth in the scale of Hongye Capital's futures and spot business is attributed to continuous investment in talent acquisition and resource utilization [4][5] - Future plans for Hongye Capital include expanding business areas, upgrading service models, and enhancing technology and risk control capabilities [4] Brand Development - The company emphasizes its brand image as the only "A+H" listed futures company and state-owned enterprise, focusing on core values of "inheritance, openness, integrity, and excellence" [5] - The company has received multiple honors, such as "National Civilized Unit" and "2024 Financial System Model Point," enhancing its brand image [6] Customer Service Enhancements - The company has improved customer service through professional research capabilities, digital services, and personalized service models [6] - A dedicated service team and tailored risk management solutions are provided for large industrial clients [6] Governance and Transparency - The independent director emphasizes the importance of robust corporate governance and information disclosure to protect shareholder rights, especially for minority shareholders [6][7] - Regular reviews of financial reports and compliance with regulations are conducted to ensure transparency and accountability [6] Social Responsibility - The "Insurance + Futures" initiative focuses on supporting rural revitalization and food security, providing price and income guarantees for key agricultural products [7] - The initiative also promotes financial literacy among farmers, helping them manage market risks effectively [7]
科兴生物陷退市危机,十年内斗拖累经营与治理
Xin Lang Cai Jing· 2025-11-28 07:56
Core Viewpoint - The delisting crisis faced by the company is primarily attributed to the change in auditing firm and the delay in submitting the annual report, which highlights long-standing issues of corporate governance and control disputes [1][4]. Group 1: Corporate Governance Issues - The company received a delisting notice from NASDAQ due to its failure to submit the 2024 annual report by the deadline of November 11, 2025 [1]. - The resignation of the auditing firm, Deloitte, in April 2025, directly contributed to the inability to submit the annual report on time [1]. - A control struggle between the founder Yin Weidong and Pan Aihua has persisted for nearly a decade, severely impacting the company's normal operations [1][2]. Group 2: Financial Health and Risks - Since 2025, the company has implemented large dividend plans, including a cash dividend of $55 per share, raising concerns about its cash flow and long-term development capabilities [2]. - The company reported a sales revenue of $121.3 million and a net loss of $68.6 million in the first half of 2024, with cash and equivalents amounting to $1.1 billion [2]. - High dividend payouts may undermine the company's research and development investments and increase future debt burdens [2]. Group 3: Operational Challenges - Despite having several mature vaccine products and ongoing research pipelines, the company's operational fundamentals are under significant pressure [3]. - Revenue peaked at $19.4 billion in 2021 due to the COVID-19 vaccine but has since declined, with a 13.6% year-over-year drop in revenue for the first half of 2024 [3]. - The company faces high uncertainty regarding its ability to recover operationally amidst ongoing governance issues and potential delisting [3]. Conclusion - The delisting crisis is a culmination of long-term corporate governance chaos, control disputes, and imbalanced operational strategies, with the resolution of governance issues being crucial for the company's recovery [4].
申万宏源荣获“2025年度上市公司董事会最佳实践”奖项
Core Viewpoint - The article highlights the recognition of Shenwan Hongyuan Group Co., Ltd. for its exemplary governance practices, as it received the "Best Practice" award at the third council's sixth meeting held by the China Listed Companies Association, reflecting the high standards of corporate governance in the company [1][4]. Group 1: Governance Recognition - The China Listed Companies Association regularly conducts the "Best Practice Case Collection" to promote effective corporate governance, with only 240 out of over 5000 listed companies receiving the highest "Best Practice" award, indicating a recognition rate of less than 5% [4]. - Shenwan Hongyuan's governance level has been highly acknowledged by the association and the capital market, as evidenced by its receipt of the "Best Practice" award [4]. Group 2: Strategic Focus and Achievements - In 2025, Shenwan Hongyuan's board of directors focused on core responsibilities such as strategy formulation, decision-making, and risk management, leading to significant improvements in operational performance and management efficiency [5]. - The company emphasizes investor relations and ESG management, aiming to enhance the quality and investment value of listed companies [5]. - Shenwan Hongyuan has implemented a market value management system and conducted mid-term dividends for two consecutive years to reward investor trust [5]. Group 3: Future Directions - Moving forward, Shenwan Hongyuan aims to align with the spirit of the 20th Central Committee's Fourth Plenary Session, focusing on high-quality development, deepening reforms, and enhancing governance effectiveness to create greater value for shareholders [7].