证券代码：688147 证券简称：微导纳米 公告编号：2025-088 转债代码：118058 转债简称：微导转债 江苏微导纳米科技股份有限公司 第二届监事会第二十七次会议决议公告 本公司监事会及全体监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。 一、会议召开情况 江苏微导纳米科技股份有限公司（以下简称"公司"）第二届监事会第二十七次会议于2025年11月25日在 公司会议室以现场结合通讯表决方式召开，会议由监事会主席潘景伟先生主持。本次会议通知于2025年 11月23日以电子邮件方式向全体监事发出。本次会议应出席监事3名，实际出席监事3名。本次会议的召 开符合《中华人民共和国公司法》（以下简称"《公司法》"）及《江苏微导纳米科技股份有限公司章 程》（以下简称"《公司章程》"）的有关规定，会议决议合法、有效。 二、会议审议情况 本次会议审议并通过如下议案： （一）审议通过了《关于取消监事会、修订〈公司章程〉并办理工商变更登记的议案》 为贯彻落实《公司法》《上市公司章程指引》《关于新〈公司法〉配套制度规则实施相关过渡期安排》 等相关法律法规和 ...

Group 1 - The board of directors of China Northern Rare Earth (Group) High-Tech Co., Ltd. held its eighth meeting of the ninth session on November 24, 2025, with all 12 directors present, complying with relevant laws and regulations [2][5]. - The board approved the proposal to cancel the supervisory board and amend the company's articles of association, transferring the supervisory responsibilities to the audit committee of the board [3][4]. - The board also approved the revision of the rules for the shareholders' meeting, changing the terminology from "shareholders' general meeting" to "shareholders' meeting" and removing references to the supervisory board [6][7]. Group 2 - The board approved the revision of the rules for board meetings, aligning the terminology with the changes made in the shareholders' meeting rules and defining the types of regular and temporary meetings [9][10]. - The board approved the revision of the independent director's working rules, which also removed references to the supervisory board [12][13]. - The board proposed the re-election of independent director Xu Jiabin due to the resignation of Du Ying, ensuring compliance with relevant regulations [15][17]. Group 3 - The board proposed the re-election of directors Yang Zhiqiang and Li Xiaoyan following the resignation of Bai Baosheng and Zhang Lihua, ensuring the board's composition remains compliant with legal requirements [18][19]. - The board agreed to convene the second extraordinary general meeting of shareholders on December 10, 2025, to approve the aforementioned proposals [22][29].

Core Viewpoint - Jinlongyu Group Co., Ltd. is revising its Articles of Association to enhance corporate governance, shareholder rights, and the responsibilities of controlling shareholders, with significant changes including the removal of the supervisory board section and the strengthening of shareholder protection mechanisms [1][2][4]. Corporate Governance Structure Major Adjustments - The supervisory board section has been entirely removed, with its functions being transferred to the audit committee and the board of directors. This change emphasizes the role of the board and its specialized committees in governance [2]. - The audit committee must have a majority of independent directors, including at least one accounting professional, to ensure the independence and professionalism of the oversight function [2]. Legal Representative Management Mechanism Improvement - The revised Articles clarify that the chairman serves as the legal representative, and upon resignation, must be replaced within 30 days to avoid operational disruptions [3]. Shareholder Rights Protection Enhancement - Expanded rights for shareholders include the ability to access accounting books and vouchers, enhancing their knowledge of company operations [4]. - New provisions define scenarios where board and shareholder resolutions may be deemed invalid, creating a comprehensive framework for resolution effectiveness [4]. - A mechanism for shareholder representative lawsuits is established, allowing shareholders holding over 1% of shares for at least 180 days to request the audit committee to initiate legal action against directors or senior management for harming company interests [4]. Strengthening Controlling Shareholder Obligations - New restrictions require controlling shareholders to maintain company control and operational stability when pledging shares, mitigating governance risks [5]. - Prohibitions against the misuse of control rights are established, preventing controlling shareholders from harming the company or other shareholders through related transactions or other means [5]. Board of Directors Authority and Decision-Making Process Optimization - The revised Articles specify the authority for approving related party transactions, with the chairman allowed to approve transactions below 300,000 yuan with related individuals and those below 0.5% of the latest audited net assets with related entities [6]. - The responsibilities of specialized committees are detailed, ensuring independent directors hold a majority in the nomination and remuneration committees to maintain decision-making independence [7]. Subsequent Procedures - The proposed amendments require approval at the shareholders' meeting before taking effect, with the full text of the revised Articles to be disclosed on the official information platform [8][9].

Core Viewpoint - Hongta Securities has proposed to abolish its supervisory board, which will be submitted for approval at the shareholders' meeting [1][3][4] Meeting Details - The 27th meeting of the 7th supervisory board of Hongta Securities was held on November 19, 2025, via telecommunication, with all 5 attending supervisors present [2] - The meeting followed the procedures outlined in the Company Law and relevant regulations [2] Voting Results - The proposal to abolish the supervisory board received unanimous approval with 5 votes in favor, and no votes against or abstentions [3] Future Arrangements - Hongta Securities' supervisory board will prepare for the shareholders' meeting, with the specific date to be announced later [4] - Analysts note that if the proposal is approved, Hongta Securities will become one of the few listed brokerages in China without a supervisory board, raising questions about the implications for its corporate governance structure [4]

Core Points - The resignation of Mr. Zheng Zhai from the board of directors was due to work adjustments, but he will continue to hold other positions within the company [2][3] - The company held a temporary shareholders' meeting on November 18, 2025, where it approved changes to the registered capital and amendments to the company’s articles of association [2][3] - Mr. Zheng was elected as the employee representative director during the same meeting, with his term lasting until the end of the current board's term [3] Summary of Board Resignation - Mr. Zheng Zhai submitted his resignation report on November 18, 2025, and his resignation will not affect the minimum number of directors required for the board [2] - His resignation is effective immediately upon submission, and he has completed the necessary handover procedures [2] Summary of Employee Representative Director Election - The election of Mr. Zheng as the employee representative director was conducted in accordance with relevant laws and the company’s articles of association [3] - The election results were confirmed during the employee representative meeting held on November 18, 2025 [3] - The total number of directors who are also senior management and employee representatives does not exceed half of the total board members [3] Summary of Supervisory Board Cancellation - The company’s board of directors and the temporary shareholders' meeting approved the cancellation of the supervisory board and the corresponding amendments to the articles of association [7][8] - Following the cancellation, the supervisory board's functions will be assumed by the board's audit committee [7] - The cancellation aligns with the requirements of the Company Law regarding the absence of a supervisory board [8] Summary of Shareholders' Meeting - The temporary shareholders' meeting was held on November 18, 2025, with all procedures compliant with legal regulations [12][16] - All proposed resolutions, including the cancellation of the supervisory board and amendments to the articles of association, were passed unanimously [14][15]

Core Insights - Recent personnel changes in several listed home furnishing companies, including Shangpin Home, Yazhen Home, and Qu Mei Home, have sparked market interest in industry governance optimization and strategic transformation [1][10][13] Group 1: Personnel Changes - Yazhen Home announced the resignation of its former CFO Huang Zhoubin for personal reasons, appointing 90s-born Yang Xiaowei as the new CFO [3][8] - Shangpin Home has implemented a series of governance structure adjustments, including the cancellation of the supervisory board and the resignation of non-independent directors, which have been approved by the shareholders' meeting [10][12] - Qu Mei Home reported the resignation of board member Wu Nani due to retirement age, with two candidates, Yang Min and Huang Wei, nominated for the board [13][14] Group 2: Governance Structure Adjustments - Shangpin Home's decision to eliminate the supervisory board reflects a significant shift in its governance structure, with the changes approved in a recent shareholders' meeting [10][12] - The adjustments at Shangpin Home include the resignation of three supervisors who will continue to hold other positions within the company [12] - The governance changes at Yazhen Home and Shangpin Home indicate a broader trend of restructuring within the industry to enhance organizational efficiency and talent management [1][10]

Core Viewpoint - The company, Shede Liquor, plans to hold its second extraordinary general meeting of shareholders for 2025 on November 27 at 10 AM, focusing on significant governance changes and capital adjustments [1] Group 1: Meeting Details - The meeting will take place at the Art Center conference room and will also allow voting through the Shanghai Stock Exchange online voting system on the same day [1] Group 2: Agenda Items - The first agenda item is to discuss a proposal to reduce registered capital and cancel the supervisory board, while increasing the number of seats on the board of directors from 9 to 11, following the repurchase and cancellation of 363,562 restricted shares, which reduces the registered capital from 3,331,224,410 yuan to 3,327,588,790 yuan [1] - The second agenda item involves the revision and establishment of certain corporate governance systems, which includes 8 sub-proposals [1]

Core Viewpoint - The company held its first extraordinary general meeting of shareholders in 2025, where all proposed resolutions were approved without any objections [2][3][4]. Meeting Details - The extraordinary general meeting took place on November 14, 2025, at the company's conference room in Jiading District, Shanghai [2]. - The meeting was convened by the board of directors and was conducted through a combination of on-site and online voting, presided over by Chairman Xie Bing [2][3]. Resolutions Passed - The following key resolutions were approved during the meeting: - Cancellation of the supervisory board and amendment of the Articles of Association [3]. - Amendments to the Rules of Procedure for Shareholders' Meetings [3]. - Amendments to the Rules of Procedure for Board Meetings [3]. - Amendments to the Independent Director Work System [4]. - Amendments to the Compensation Management System for Directors and Senior Management [4]. - Amendments to the Management System for Preventing Fund Occupation by Controlling Shareholders and Related Parties [4]. - Amendments to the Management System for External Investments [4]. - Amendments to the Management System for External Guarantees [4]. - Amendments to the Management System for Related Transactions [4]. - Amendments to the Management System for Fundraising [5]. - Amendments to the Profit Distribution Management System [5]. Voting and Legal Compliance - The voting process combined on-site and online methods, with all resolutions passing by a majority vote [5]. - The meeting's procedures were confirmed to comply with the Company Law and the Articles of Association, as verified by the witnessing lawyers [6]. Board Meeting Resolutions - The company's 20th board meeting was held on November 14, 2025, where adjustments to the specialized committee members were unanimously approved [9]. - Changes included the resignation of Director Gu Zhedong from the Audit Committee and the election of Director Liu Xinbing to the same position [9][10]. Employee Representative Director Election - An employee representative meeting was held on November 14, 2025, where the position of employee representative supervisor was canceled, and Liu Xinbing was elected as the employee representative director [12]. - Liu Xinbing's qualifications and background were confirmed to meet legal requirements for serving as a director [15].

Core Points - The company held its 11th meeting of the 6th Board of Directors on November 14, 2025, to discuss various resolutions [1][2] - The board approved the nomination of Mr. Li Zehua as a non-independent director candidate, pending shareholder approval [2][4] - The company plans to amend its Articles of Association and governance structure, eliminating the supervisory board and transferring its powers to the audit committee [5][6] - A second extraordinary general meeting of shareholders is scheduled for December 2, 2025, to vote on the proposed changes [7][10] Group 1: Board Resolutions - The board unanimously approved the nomination of Mr. Li Zehua as a non-independent director candidate with a vote of 7 in favor [2][6] - The board also approved the amendments to the Articles of Association and related rules, with a vote of 7 in favor [5][7] - All resolutions from the board meeting will be submitted for approval at the upcoming extraordinary general meeting [4][7] Group 2: Governance Changes - The company will no longer have a supervisory board, with its functions being assumed by the audit committee [5][6] - The amendments to the Articles of Association include changes to the rules governing shareholder and board meetings [5][6] - The final changes will be subject to approval by the shareholders at the extraordinary general meeting [4][7] Group 3: Upcoming Shareholder Meeting - The extraordinary general meeting is set for December 2, 2025, at 14:30, with both in-person and online voting options available [10][11] - Shareholders must register by November 26, 2025, to participate in the meeting [13][18] - The meeting will address the resolutions passed by the board, including the nomination of Mr. Li Zehua and the amendments to the Articles of Association [16][17]

Group 1 - The company held its second extraordinary general meeting on November 14, 2025, where it approved the cancellation of the supervisory board, increased the number of board seats, and revised the Articles of Association [2][13] - Wang Binchao was elected as the employee director of the third board of directors, with a term lasting until the end of the current board's term [2][5] - The board of directors now consists of 9 members, including 1 employee director, complying with relevant laws and regulations [2][3] Group 2 - The third board of directors' fourth meeting was held on November 14, 2025, where the adjustment of the audit committee members was approved [3][8] - The audit committee now includes Liu Shujin as the chairman, Xu Lin, and Wang Binchao [3][9] - The meeting was attended by all 9 directors, and the resolutions passed were deemed legal and effective [7][8] Group 3 - The company approved an investment of 323.2079 million yuan for the construction of a "High-Precision and Intelligent Pharmaceutical Industrialization Project" through its wholly-owned subsidiary [10] - The project is expected to be completed by April 2028 [10]