证券代码：600289 证券简称：ST 信通 公告编号：2025-115 亿阳信通股份有限公司 关于取消监事会并修订《公司章程》及相关议事规则和部分 规章制度的公告 一、本次修订概况： 亿阳信通股份有限公司（以下简称"公司"或"亿阳信通"）于 2025 年 8 月 会并修订 <公司章程> 及相关议事规则的议案》和《亿阳信通关于修订 <董事会审> 计委员会实施细则>的议案》。 为进一步优化公司治理结构、提升公司规范运作水平，根据《中华人民共和 国公司法》、中国证券监督管理委员会《关于新 <公司法> 配套制度规则实施相关 过渡期安排》《上市公司章程指引》（2025 年修订）等相关法律法规、规范性文 件的规定，结合公司实际情况，公司将不再设置监事会，由董事会审计委员会行 使《公司法》规定的监事会职权，并对《公司章程》及章程附件《股东会议事规 则》《董事会议事规则》进行修订，《监事会议事规则》相应废止。 本次《公司章程》的修订主要包括：1、涉及"股东大会"的表述统一修改 为"股东会"；2、删除监事会专章及监事会、监事相关规定，由董事会审计委员 会行使《公司法》规定的监事会的职权；3、增加设置职工董事的相关规定；4、 ...

Group 1 - The company has been expanding its domestic and international production capacity, sales networks, and product lines through acquisitions and new projects, which has led to increased management, research and development, and sales expenses, impacting short-term operating performance [1][3][4] - The company faces potential risks of losses in overall operating performance by 2025 due to high costs associated with new projects and acquisitions [3][4] - The company is actively responding to global tariff changes that may affect its export business, particularly in the US and Europe, by optimizing market layouts and reducing product costs [3][4] Group 2 - The company is involved in a significant contract dispute in the US, which has not yet impacted its 2025 financial results, and it is taking legal action to protect its interests [3][4][5] - The company has submitted a defense in the ongoing lawsuit and has temporarily withdrawn a related civil suit in China while retaining the right to pursue it later [4][5][6] Group 3 - The company plans to hold a half-year performance briefing on September 11, 2025, to address investor concerns and provide insights into its financial status [7][8][9] - The company will also hold its first extraordinary general meeting of 2025 on September 15, 2025, to discuss various resolutions, including the cancellation of the supervisory board [14][15][16] Group 4 - The company reported a total fundraising amount of 637.5 million yuan from its initial public offering, with a net amount of 550.82 million yuan after expenses [37][38] - As of June 30, 2025, the company has utilized 10.11 million yuan of the raised funds for investment projects, with a remaining balance of 61.85 million yuan [38][41]

Group 1 - The company has revised its governance structure by expanding the board size, adding one employee director and one independent director, while proposing to abolish the supervisory board, transferring its powers to the audit committee of the board [2] - The company implemented a capital reserve fund conversion plan, increasing the total share capital from 421,432,670 shares to 547,862,471 shares by issuing 0.3 shares for every share held [3] - The company plans to change its registered address to align with the relocation of its main office to a new location in Suining, Sichuan Province [3] Group 2 - The board of directors has approved the amendments to the company's articles of association and meeting rules, which will be submitted for shareholder approval [2] - The company ensures the accuracy and completeness of the announcement regarding the amendments, taking legal responsibility for any misrepresentation [2] - The amendments are in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China and guidelines from the China Securities Regulatory Commission [2]

Financial Performance - The company reported a total revenue of 1.575 billion yuan for the first half of 2025, an increase of 3.54% year-on-year [1] - The net profit attributable to shareholders reached 85.01 million yuan, up 1.9% year-on-year [1] - In Q2 2025, total revenue was 833 million yuan, reflecting a year-on-year increase of 5.64%, while net profit for the quarter surged by 50.88% to 49.75 million yuan [1] - The gross margin improved to 34.87%, a year-on-year increase of 7.49%, while the net margin slightly decreased to 5.55%, down 0.97% [1] - The company's accounts receivable reached 1.505 billion yuan, representing a 15.47% increase year-on-year, with accounts receivable to net profit ratio at 798.82% [1][3] Business Model and Market Position - The company's return on invested capital (ROIC) was 3.14% last year, indicating weak capital returns, with a historical median ROIC of 7.23% over the past decade [3] - The company relies heavily on research and marketing for its performance, necessitating a deeper analysis of these driving factors [3] - The company has experienced cyclical performance, with a notable loss in 2023, which requires further investigation into underlying causes [3] Shareholder and Governance Changes - Recent changes in the company's control structure include the termination of the concerted action relationship between two major shareholders, leading to one becoming the sole controlling shareholder [5] - The company plans to optimize its governance structure, with a long-term goal of enabling the core management team to have actual control within 5-8 years [6] - The adjustments in shareholder structure are seen as a step towards stabilizing the company's governance amid ongoing business transformations [6] Fund Holdings - The largest fund holding shares in the company is the Huazhong Small and Medium Growth Mixed Fund, which has a scale of 1.85 billion yuan and has seen a 46.76% increase over the past year [4] - Several funds have recently increased their positions in the company, indicating growing interest from institutional investors [4]

Core Points - Shandong Sun Paper Industry Co., Ltd. announced a series of amendments to its Articles of Association to enhance corporate governance and adapt to development needs [1] Significant Changes in Core Provisions - The amendments clarify that the chairman of the board will serve as the legal representative of the company, and resignation from the chairman position will also terminate the legal representative role, with a new representative to be appointed within 30 days [2] - Shareholders holding more than 3% of shares for over 180 days can access the company's accounting records, but the company can refuse access if it believes the request is for improper purposes [2] Adjustments in Decision-Making Procedures and Authority - Changes in capital increase methods include adjusting "public issuance of shares" to "issuance of shares to unspecified objects" and "non-public issuance of shares" to "issuance of shares to specific objects" [3] - The company can provide financial assistance for acquiring shares, excluding employee stock ownership plans, with a cap of 10% of the total issued capital, requiring a two-thirds majority approval from the board [3] Optimization of Governance Structure - The board will consist of 9 members, including 1 chairman, 3 independent directors, and 1 employee representative director, with new provisions for independent directors' responsibilities and powers [4] - An audit committee will be established to exercise the powers of the supervisory board, responsible for reviewing important financial information [4] Other Important Amendments - The profit distribution policy requires board approval before submission to the shareholders' meeting, needing a two-thirds majority of voting rights for approval [5] - New provisions regarding mergers, divisions, capital increases, reductions, and liquidation have been added, allowing certain decisions without shareholder meeting approval if they do not exceed 10% of the company's net assets [5] - The amendments are significant for adapting to market changes and the company's strategic development, positively impacting future governance and operations [5]

证券代码：600671 证券简称：天目药业 公告编号：临 2025-036 杭州天目山药业股份有限公司 关于取消监事会并修订《公司章程》及制定和修订部 分管理制度的公告 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、准确性和完整性承担法律责任。 为贯彻落实《中华人民共和国公司法》 （以下简称" 《公司法》"）的要求，进 一步改善和优化杭州天目山药业股份有限公司（以下简称"公司"）治理结构， 提升公司治理效能，完善公司治理水平，根据《公司法》《关于新〈公司法〉配 套制度规则实施相关过渡期安排》 《上市公司章程指引》 《上市公司独立董事管理 办法》《上海证券交易所股票上市规则》等法律法规和规范性文件的要求，并结 合公司实际情况，公司于 2025 年 8 月 26 日召开了第十二届董事会第十四次会议， 审议通过了《关于取消监事会并修订〈公司章程〉的议案》《关于修订、制定部 分公司治理制度的议案》，同意公司取消监事会并修订《杭州天目山药业股份有 限公司章程》 （以下简称" 《公司章程》"）及制定、修订部分治理制度，本项议案 尚需提交公司股东大会审议通过。现将相关 ...

Core Viewpoint - Jiangsu Nanda Optoelectronics Materials Co., Ltd. has convened its 13th meeting of the 9th Board of Directors to approve the proposal for changing registered capital and amending the Articles of Association, aiming to adapt to legal changes and enhance corporate governance [1][5]. Group 1: Changes in Registered Capital - The registered capital has increased from RMB 575,964,086 to RMB 691,156,903, indicating an adjustment in the company's capital structure, likely related to business expansion and strategic planning [2]. Group 2: Amendments to Legal Representative Provisions - The revised Articles clarify that the resignation of the legal representative, who is the chairman, is treated as a resignation from the legal representative role, and a new legal representative must be appointed within 30 days [3]. - The company will bear the legal consequences of civil activities conducted by the legal representative, and there are mechanisms for liability and recourse in case of damages caused during the execution of duties [3]. Group 3: Shareholder Rights and Obligations - New provisions specify shareholders' rights to access company information and outline remedies if access is denied, while emphasizing that shareholders must not abuse their rights to harm the company or other shareholders [4]. - The governance structure has been optimized, with detailed adjustments to the powers of the shareholders' meeting and the board of directors, including the ability for the shareholders' meeting to authorize the board to make decisions on issuing corporate bonds [4]. Group 4: Board of Directors and Committees - New qualifications for directors have been established, prohibiting individuals with limited civil capacity from serving, and enhancing the requirements for directors' duties of loyalty and diligence [4]. - Independent directors' roles and responsibilities have been clarified, and specialized committees such as the audit committee, strategy committee, and remuneration and assessment committee have been established with defined functions [4]. Group 5: Financial Reporting and Profit Distribution - Adjustments have been made to the reporting and disclosure requirements for annual, interim, and quarterly reports, along with an optimized process for profit distribution policy formulation and execution [5]. - The board of directors' role in profit distribution decisions has been emphasized, ensuring the protection of minority shareholders' legal rights [5].

Group 1 - The company, Zhejiang Yingfeng Technology Co., Ltd. (stock code: 605055), announced an adjustment to its organizational structure on August 26, 2025, during the 12th meeting of the third board of directors [1] - The board decided to abolish the supervisory board, transferring its responsibilities to the audit committee in accordance with relevant regulations [1] - The organizational structure adjustment aims to enhance corporate governance, clarify responsibilities, and improve operational efficiency in line with the company's actual business management needs and future development plans [1] Group 2 - The board has authorized the management team to implement and further optimize the adjustments to the organizational structure [1] - The adjusted organizational structure chart is available in the announcement attachment [1]

Group 1 - The fourth meeting of the fourth Supervisory Board of Shenzhen Huayang International Engineering Design Co., Ltd. was held on August 26, 2025, with all three supervisors present [1][1][1] - The meeting approved the 2025 semi-annual report and its summary, with a unanimous vote of 3 in favor, 0 abstentions, and 0 against [1][1][1] - The meeting also approved the special report on the use of raised funds for the first half of 2025, with the same voting results [1][1][1] Group 2 - The company plans to optimize its governance structure by abolishing the Supervisory Board, transferring its powers to the Audit Committee of the Board of Directors, and revising relevant internal governance documents [1][1][1] - The Supervisory Board agreed that the company's asset impairment provisions and asset write-offs comply with accounting standards and reflect the actual situation of the company's assets and operations [1][1][1] - The proposal for asset impairment provisions and write-offs was also approved unanimously by the Supervisory Board [1][1][1]

Group 1 - The board of directors of Wuhan Donghu Gaoxin Group Co., Ltd. held its 23rd meeting on August 22, 2025, with all 7 directors present and voting in favor of the proposals [1][2] - The company plans to abolish the supervisory board, transferring its responsibilities to the audit committee, and relevant regulations will be repealed [2][3] - The board approved adjustments to the special committees, including the cancellation of the internal control committee, with responsibilities merged into the audit committee [4][5] Group 2 - The company intends to increase the expected amount of daily related transactions to no more than 2,809.76 million yuan, with specific increments planned for different periods [6] - The company agreed to waive its preferential purchase rights and capital increase rights for a 66% stake in Hubei Road and Bridge Group Co., Ltd., based on strategic considerations [7][8] - A candidate for a non-independent director, Zhao Jiuquan, was nominated, with his qualifications meeting all regulatory requirements [9]