一、会议以 7 票同意，0 票反对，0 票弃权的结果审议通过了《关于回购注 销部分限制性股票的议案》，关联董事王大勇先生、倪晓明先生、陈雨忠先生 回避表决。该议案已经董事会薪酬与考核委员会审议通过。 证券代码：002050 证券简称：三花智控 公告编号：2025-068 浙江三花智能控制股份有限公司 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚 假记载、误导性陈述或重大遗漏。 浙江三花智能控制股份有限公司（以下简称"公司"）第八届董事会第六次 临时会议于 2025 年 7 月 26 日以书面形式或电子邮件形式通知全体董事，于 司法》和《公司章程》的规定。本次会议审议通过了以下议案： 根据《上市公司股权激励管理办法》等相关法律法规、《浙江三花智能控 制股份有限公司 2022 年限制性股票激励计划（草案）》及《浙江三花智能控制 股份有限公司 2024 年限制性股票激励计划（草案）》等相关规定，董事会同意： 激励资格，公司同意回购注销其所持有的全部已获授但尚未解除限售的限制性 股票 15.60 万股；8 名激励对象因第三个解除限售期个人业绩考核要求未能达标， 不满足第三个解除限售期的解限条件，公 ...

Group 1 - The company held its fourth board meeting on June 20, 2025, with all nine directors present, and the meeting was conducted in accordance with relevant laws and regulations [2][3]. - The board approved the grant of restricted stock to 72 eligible participants at a price of 72.81 yuan per share, totaling 1,186,440 shares [3][45]. - The board also approved the use of idle raised funds for cash management, with a maximum amount of 25 million yuan from the initial public offering and 85 million yuan from the 2022 private placement [4][11]. Group 2 - The company plans to conduct foreign exchange hedging activities, which were also approved by the board [5][74]. - A special account will be established for the funds raised from the issuance of A-shares to specific investors, ensuring proper management and storage of the funds [6][7]. - The board authorized the chairman to adjust the issuance price if the number of shares issued does not meet 70% of the planned amount [7][8]. Group 3 - The company aims to improve the efficiency of fund utilization and maximize shareholder returns by managing idle funds through low-risk financial products [15][18]. - The cash management will be conducted under strict regulations, ensuring that the funds are not used for high-risk investments [18][21]. - The company will disclose information regarding the cash management activities in accordance with regulatory requirements [21][22].

Meeting Overview - The 29th meeting of the 9th Board of Directors of the company was held on June 5, 2025, with all 9 directors present, complying with the Company Law and Articles of Association [1] Resolutions Passed - The company approved a total of RMB 852.9 million and USD 19.2 million (equivalent to RMB 991.167 million) in unsecured comprehensive credit limits for 2025, primarily for issuing letters of credit, applying for bank acceptance bills, and working capital loans [2] - The company authorized its general managers to sign relevant credit agreements within the approved limits, valid for 12 months from the date of the board's approval [2] - The company approved a maximum guarantee amount of RMB 21.8 million and USD 1.2 million for external guarantees, which will be mutual guarantees among subsidiaries, also valid for 12 months from the board's approval [2] - Due to certain subsidiaries exceeding a debt-to-asset ratio of 70%, their guarantees will require shareholder meeting approval [3] - The company approved a total foreign exchange hedging transaction limit of up to RMB 7.612 billion for 2025, representing 100.82% of the audited net assets for 2024, which also requires shareholder meeting approval [3] - The company scheduled its 2024 annual shareholder meeting for June 27, 2025 [3]

Core Points - The company will hold its 2024 Annual General Meeting on May 23, 2025, to discuss various proposals including the confirmation of director and supervisor remuneration for 2024 and the establishment of remuneration plans for 2025 [1][4] - The company reported a net profit of 181.28 million yuan for 2024, a decrease of 30.59% compared to the previous year, with total revenue slightly increasing by 0.34% to 2.70 billion yuan [10][31] - The company plans to implement an employee stock ownership plan for 2025 to enhance talent retention and align interests between shareholders and employees [10][26] Meeting Arrangements - The meeting will be conducted both in-person and via online voting, with specific procedures for registration and participation outlined [2][4] - Attendees must present identification and relevant documents for verification, and only authorized personnel will be allowed entry [2][3] Financial Performance - The company’s financial results for 2024 include a total revenue of 2.70 billion yuan and a net profit of 175.85 million yuan, reflecting a significant decline in profitability [31] - The company’s total assets increased by 7.90% year-on-year, reaching approximately 2.91 billion yuan, while the net assets slightly decreased by 0.31% [31] Remuneration Proposals - The proposed remuneration for directors in 2024 includes a total of 775,000 yuan for the chairman, with additional amounts for other directors based on their roles in subsidiaries [22][23] - The remuneration plan for supervisors in 2025 will also be discussed, with specific amounts to be determined based on company performance and industry standards [25] Employee Stock Ownership Plan - The draft for the 2025 Employee Stock Ownership Plan aims to create a long-term incentive mechanism to attract and retain talent, ensuring alignment of interests among stakeholders [10][26] - The plan has been reviewed and approved by the board and supervisory committee, and will be presented for shareholder approval [26][28] External Audit - The company proposes to reappoint Tianjian Accounting Firm for the 2024 audit, with the audit fees set at 800,000 yuan for regular audit services and 200,000 yuan for internal control audits [17][13] - The firm has a solid reputation and has complied with regulatory requirements regarding risk management and professional liability [15][17] Foreign Exchange Hedging - The company plans to engage in foreign exchange hedging activities using up to 1 billion yuan or equivalent foreign currency to mitigate risks associated with currency fluctuations [18][19] - The hedging strategy will focus on normal operational needs and will not involve speculative trading [21]

Core Viewpoint - Zhejiang Sitaili Pharmaceutical Co., Ltd. is preparing for its shareholder meeting scheduled for May 22, 2025, focusing on maintaining shareholder rights and ensuring orderly proceedings during the meeting [1][2]. Meeting Arrangements - The meeting will be held on May 22, 2025, at 14:30, with online voting available from 9:15 to 11:30 and 13:00 to 15:00 on the same day [3]. - The venue for the meeting is located at No. 9, Fengxi West Road, Modern Industrial Gathering Area, Xianju County, Zhejiang Province [3]. Shareholder Rights and Meeting Conduct - Shareholders have the right to speak, inquire, and vote, but must apply to the meeting's organizing committee to do so [2]. - The voting will be conducted via a named ballot, with each share granting one vote, and any improperly filled ballots will be considered as abstentions [2][3]. Board of Directors and Governance - The fifth board of directors consists of 7 members, including 3 independent directors, and has held 8 meetings during the reporting period to discuss various corporate matters [6]. - The board has focused on maintaining good governance and protecting shareholder interests through active discussions and independent opinions [6]. Financial Performance Overview - The company reported a steady growth in operating performance for 2024, with total assets reaching approximately 6.05 billion yuan, an increase of 9.59% compared to the previous year [15]. - The financial report indicates a decrease in cash and cash equivalents by 14.47% and a decline in accounts receivable by 10.76% [14][15]. Future Outlook - The company anticipates challenges in 2025 due to external factors such as safety and environmental risks, as well as increased competition in the industry [9]. - The board will closely monitor changes in external policies and economic conditions to provide strategic recommendations for sustainable development [9].

Group 1 - The company has decided to postpone the completion date of its fundraising project from December 31, 2024, to December 31, 2025, to ensure the safe and effective use of raised funds and to maintain the interests of the company and its shareholders [7] - In 2024, the company achieved operating revenue of 87,198.12 million, representing a year-on-year increase of 22.27%, while the net profit attributable to shareholders decreased by 19.87% to 6,299.97 million [9] - The decline in net profit despite revenue growth is attributed to the expansion of the company's operational scale and increased expenses under its self-brand development strategy [9] Group 2 - The company conducted foreign exchange trading for hedging purposes on March 19, 2024, and August 5, 2024, but failed to timely fulfill the corresponding review procedures and information disclosure obligations [9] - The company has been advised to actively implement effective measures to reduce costs and increase efficiency in future business development to enhance operational performance [9]

Group 1 - The company held the 10th meeting of the 5th Supervisory Board on April 22, 2025, where all members were present and the meeting complied with relevant regulations [10] - The Supervisory Board approved the 2024 annual report, confirming that the report accurately reflects the company's situation without any false statements or omissions [11] - The company reported a net profit of 97,090,017.90 yuan for 2024, but has negative retained earnings of -1,263,784,051.41 yuan as of December 31, 2024, leading to a proposal not to distribute dividends [35][33] Group 2 - The company plans to use up to 700 million yuan of idle funds for low-risk financial products to improve fund efficiency [51][52] - The company will conduct foreign exchange hedging activities with a total limit of up to 8 million USD to mitigate currency risk [61][63] - The company has identified and will account for credit and asset impairment losses totaling 80,332,536.25 yuan and 12,186,238.26 yuan respectively [71][72] Group 3 - The company discovered non-operational fund occupation by its controlling shareholder, totaling 9.5598 million yuan, which has been fully repaid [75][76] - The company has implemented corrective measures to strengthen internal controls and prevent future occurrences of fund occupation [78]

Group 1 - The company plans to apply for a bank credit limit of up to 1 billion RMB for 2025, which can be used for various financing needs including working capital loans and project development loans [3][4][49] - The credit limit is subject to bank approval and can be reused within a maximum term of five years [3][4] - The actual financing amount will depend on the company's operational needs and will be determined based on actual transactions with the bank [4] Group 2 - The company intends to use idle self-owned funds for cash management, with a total investment limit of up to 1 billion RMB in low-risk financial products [7][8][10] - The investment aims to improve the efficiency and returns of idle funds while ensuring the company's normal operations are not affected [9][15] - The investment period will last from the approval date by the shareholders' meeting until the next annual shareholders' meeting in 2025 [11] Group 3 - The company has authorized the general manager to approve specific financing matters and amounts within the approved credit limit to enhance operational efficiency [4][52] - The board of directors has passed several resolutions, including the proposal for the use of idle funds and the application for bank credit, which will be submitted for shareholder approval [5][6][12][13]

证券代码：002881 证券简称：美格智能 公告编号：2025-011 美格智能技术股份有限公司 第四届监事会第四次会议决议公告 本公司及监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、监事会会议召开情况 美格智能技术股份有限公司（以下简称"公司"）监事会于 2025 年 2 月 24 日以书面方式发出了公司第四届监事会第四次会议的通知。本次会议于 2025 年 2 月 28 日在深圳市福田区深南大道 1006 号深圳国际创新中心 B 座 32 楼公司会议室 以现场结合通讯表决方式召开。会议应参加表决监事 3 人，实际参加表决监事 3 人，会议由监事会主席宁欢先生主持。本次会议的通知、召集和召开符合《中华 人民共和国公司法》等法律、行政法规、规范性文件和《公司章程》的有关规定， 合法有效。 1、审议通过了《关于 2025 年度贷款计划及贷款授权的议案》。 为更好的支持公司业务拓展，同时也为了保证公司银行授信的延续性，公司 及控股子公司拟在 2025 年度向金融机构申请不超过人民币 30 亿元的综合授信额 度，授权公司管理层在上述额度内代表公司对外签署相关文件。 表 ...