证券代码：688362 证券简称：甬矽电子 公告编号：2025-082 债券代码：118057 债券简称：甬矽转债 甬矽电子（宁波）股份有限公司 ● 股东大会召开日期：2025年10月13日 2025年第三次临时股东大会 召开日期时间：2025年10月13日 14点30分 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自2025年10月13日 至2025年10月13日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股东大会召开当日的交易时间 段，即9:15-9:25,9:30-11:30，13:00-15:00；通过互联网投票平台的投票时间为股东大会召开当日的9:15- 15:00。 关于召开2025年第三次临时股东大会的通知 本公司董事会及全体董事保证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。 重要内容提示： （六）融资融券、转融通、约定购回业务账户和沪股通投资者的投票程序 涉及融资融券、转融通业务、约定购回业务相关账户以及沪股通投资者的投票，应按照《上海证券交易 所科创板上市公司自律监管指引第1号一规范 ...

Group 1 - The company held its ninth board meeting on September 23, 2025, via written notice and communication method, with all 8 directors present [2][3][4] - The meeting was deemed legal and effective according to the Company Law and the company's articles of association [5] - The board approved the proposal to cancel the supervisory board and amend the articles of association, with unanimous support from all directors [6][7] Group 2 - The company plans to cancel the supervisory board to enhance corporate governance, transferring its responsibilities to the audit and compliance committee of the board [13] - The amendments to the articles of association will include changes to the rules governing shareholder meetings and board meetings, while the rules for the supervisory board will be abolished [13] - The supervisory board will continue to fulfill its duties until the shareholders' meeting approves the cancellation [13]

Core Points - The company revised its articles of association on September 2025 to further standardize its organization and behavior, protecting the rights of the company, shareholders, employees, and creditors [1][2] - The company was established on January 26, 2008, and listed on the Shanghai Stock Exchange on July 6, 2012, with a registered capital of RMB 4,579,553,437 and 4,579,553,437 shares issued, all of which are ordinary shares [1] - The company's operational purpose focuses on improving product quality and technology levels to create reasonable investment returns for shareholders, with a wide range of business activities including manufacturing and sales of specialized equipment for metallurgy, mining, and tunneling [1] Governance Structure - The revised articles specify that shareholders have rights and obligations based on their shareholding categories, with the shareholders' meeting serving as the company's decision-making body for major issues [2] - The board of directors consists of 9 members, including 1 chairman, and decisions are made after discussions with the party committee on significant issues [2] - The revision aims to enhance the company's governance structure and operational efficiency, laying a solid foundation for sustainable development [2]

点击查看公告原文>> 声明：市场有风险，投资需谨慎。 本文为AI大模型基于第三方数据库自动发布，任何在本文出现的信 息（包括但不限于个股、评论、预测、图表、指标、理论、任何形式的表述等）均只作为参考，不构成 个人投资建议。受限于第三方数据库质量等问题，我们无法对数据的真实性及完整性进行分辨或核验， 因此本文内容可能出现不准确、不完整、误导性的内容或信息，具体以公司公告为准。如有疑问，请联 系biz@staff.sina.com.cn。 责任编辑：小浪快报 此次修订涉及公司组织与行为规范、股东与管理层权利义务、公司运营管理等多个方面。以下为部分重 要修订内容： 1.公司代表与法定代表人：原章程规定董事长为代表公司执行事务的董事并担任法定代表 人，修订后总经理成为公司法定代表人。同时，对法定代表人辞任后的相关处理及职责等进行了详细规 定。 2.公司与股东相关条款：明确职工合法权益，修订后的章程将维护职工合法权益纳入其中。在股东 权利义务方面，对股东名册、股东大会相关表述进行调整，如"股东大会"相应修改为"股东会"，并对股 东提案权、召集权等细节进行完善。 3.公司运营管理：在对外担保、对外投资、财务资助等重大事项 ...

Core Viewpoint - The Chaoyang District Court has released a white paper on the governance risks of private enterprises, highlighting the increasing number of governance-related cases and the need for improved corporate governance practices in the private sector [1][2]. Group 1: Overview of Private Enterprises in Chaoyang - Chaoyang District is one of the most open and economically active areas in Beijing, with approximately 300,000 private enterprises, accounting for about 90% of the total market entities [1]. - The private sector plays a crucial role in the economic and social development of the region, covering various fields such as business, technology, urban construction, and public welfare [1]. Group 2: Case Statistics and Trends - From 2022 to 2024, the Chaoyang Court concluded 1,525 cases related to corporate governance of private enterprises, with a yearly increase in case numbers [2]. - The main types of disputes include requests for changes in company registration, company resolutions, liability for damage to company interests, return of company licenses, and responsibilities related to company dissolution and liquidation [2]. Group 3: Identified Governance Risks - Key risks in corporate governance include discrepancies in company registration information, procedural flaws in company resolutions, lack of management systems for company licenses, deficiencies in governance structures, and illegal company deregistration practices [3]. - Issues such as unclear responsibilities, hidden shareholding control, ineffective supervision mechanisms, and mismanagement of departing personnel contribute to governance failures [3]. Group 4: Judicial Measures and Support - The Chaoyang Court is enhancing its judicial services by implementing a "multi-faceted mediation + expedited trial" mechanism and collaborating with local business associations to resolve enterprise-related disputes efficiently [4]. - The court has established a mechanism for publishing typical cases to promote better governance practices and is providing legal service packages to private enterprises, which include guidelines for risk prevention and legal resources [4]. Group 5: Typical Case Examples - The white paper includes 10 typical cases related to corporate governance, illustrating the court's role in preventing debt evasion and clarifying the boundaries of competition and liquidation processes [5]. - Notable cases include a cultural company where the court blocked a request to remove a representative due to potential harm to creditor interests, and a technology company where a high-level executive was held liable for violating non-compete obligations [5].

Group 1 - The company held its third extraordinary general meeting of shareholders in 2025, with no changes or rejections of proposals [1][2] - The meeting was conducted both in-person and online, ensuring compliance with legal and regulatory requirements [4][6] - A total of 332 shareholders attended the meeting, representing 272,016,020 shares, which is 24.5253% of the total voting shares [8] Group 2 - The meeting approved several proposals, including the change of the accounting firm, with 99.3579% of votes in favor [10] - Other proposals included amendments to the company's articles of association and rules for shareholder meetings, all receiving over 99% approval [12][16] - The legal opinion provided by the attending law firm confirmed the legality and validity of the meeting and its resolutions [27] Group 3 - The company announced that its wholly-owned subsidiary, Shenzhen Zhuoyu Automation Technology Co., Ltd., won a bid for a project worth 29.36 million yuan [30] - The project involves the procurement of equipment for a battery production line, with a completion period of 100 calendar days [30] - While the project is not expected to significantly impact the company's 2025 financial performance, it is anticipated to positively influence future business development [30] Group 4 - The company reported that its subsidiary, Guangdong Xingguang Cloud Computing Co., Ltd., will not proceed with a planned investment in Guangdong Ruijiang Cloud Computing Co., Ltd. due to the latter's bankruptcy [35][36] - The termination of the investment framework agreement will not adversely affect the company's operations or shareholder interests [36]

Core Viewpoint - 京能置业 has decided to abolish its supervisory board and employee representative supervisor roles, transitioning to a governance structure that relies solely on the board of directors and a newly named audit and risk management committee [1][2][7]. Group 1: Announcement of Changes - 京能置业 announced the cancellation of the supervisory board and the employee representative supervisor in accordance with the new Company Law effective from July 1, 2024 [1][2]. - The company held meetings on August 28, 2025, and September 22, 2025, to approve the comprehensive revision of its articles of association and the cancellation of the supervisory board [1][2][3]. Group 2: Governance Structure - The audit committee will be renamed to the audit and risk management (legal compliance) committee, which will assume the responsibilities previously held by the supervisory board [2][7]. - The supervisory board's rules will be abolished, and the positions of non-employee supervisors will be terminated without any unfulfilled commitments [2][8]. Group 3: Meeting Details - The second extraordinary general meeting of shareholders was held on September 22, 2025, with all resolutions passed without any objections [4][5]. - The meeting was chaired by the company's chairman, and voting was conducted both in-person and online, complying with legal and regulatory requirements [5][6]. Group 4: Legal Compliance - The meeting was witnessed by a law firm, confirming that the procedures followed were in accordance with relevant laws and regulations [9].

Group 1 - The company held its 15th meeting of the 6th Board of Directors on September 22, 2025, where several resolutions were passed, including amendments to the Articles of Association and governance systems [1][3][88] - The amendments to the Articles of Association and governance systems are aimed at improving corporate governance and compliance with legal and regulatory requirements [3][88] - The company plans to submit the approved amendments to the first extraordinary general meeting of shareholders in 2025 for further approval [2][4] Group 2 - The company approved a financial assistance extension of 200 million yuan to its subsidiary, Shandong Shengyang Lithium Technology Co., Ltd., with a new term from January 9, 2026, to January 8, 2028 [28][36] - The financial assistance will be subject to the one-year Loan Prime Rate (LPR) at the time of borrowing, and the subsidiary can withdraw funds as needed [29][41] - The decision to extend financial assistance was made with the understanding that it would support the subsidiary's core business development and ensure its stable operation [62][64] Group 3 - The company will hold its first extraordinary general meeting of shareholders on October 20, 2025, to discuss the resolutions passed by the Board of Directors [67][68] - The meeting will include provisions for both on-site and online voting, ensuring compliance with relevant laws and regulations [69][70] - Shareholders will have the opportunity to vote on significant matters affecting minority investors, with separate counting for their votes [71]

Investment Rating - The report indicates a positive outlook for the industry, suggesting that the industry index is expected to outperform the CSI 300 index by more than 10% in the next six months [52]. Core Insights - The report highlights that foreign capital, represented by firms like BlackRock, Fidelity, Robeco, and Baillie Gifford, is increasingly focusing on corporate governance and the protection of minority shareholder rights in their voting practices within A-shares and H-shares [48][49]. - A significant portion of the foreign investors' opposition votes is based on concerns regarding insufficient information disclosure, excessive discretion granted to boards, and potential risks that do not align with the best economic interests of shareholders [48][49]. - The report also notes that foreign investors are beginning to incorporate environmental factors, such as climate risk and deforestation risk, into their voting considerations, particularly in board election proposals [48]. Summary by Sections BlackRock - In the sample of 25 major holdings, BlackRock cast opposition votes on 19 companies, resulting in an overall opposition rate of 76% [13][16]. - The most common reasons for opposition included insufficient information disclosure and excessive discretion granted to the board, with 15 and 15 instances respectively [16][20]. - The top three issues opposed were stock issuance (15 instances), related party transactions (9 instances), and executive compensation (7 instances) [16][20]. Fidelity - Among 14 major holdings, Fidelity opposed votes on 6 companies, leading to an overall opposition rate of 43% [24][27]. - The most frequently opposed issues were board elections and company bylaws, each with 3 instances [26][29]. - Fidelity's opposition reasons were more diverse, including concerns about greenhouse gas reduction commitments, which were not present in BlackRock's rationale [27][29]. Robeco - Robeco held 16 of the 24 companies that received opposition votes from both BlackRock and Fidelity, with an overlap rate of approximately 81% [38]. - The top three issues opposed by Robeco were stock issuance (10 instances), board elections (9 instances), and equity incentives (6 instances) [38]. - Robeco's opposition reasons were more specific and included concerns about climate risks and deforestation, alongside traditional governance issues [39][42]. Baillie Gifford - Baillie Gifford's holdings overlapped less with BlackRock and Fidelity, with only 3 companies receiving opposition votes from them [45]. - The firm engaged in shareholder participation in two companies, focusing on carbon markets and corporate governance [45][47]. - Baillie Gifford's opposition reasons included a lack of independence and insufficient information disclosure, similar to the concerns raised by other foreign investors [45][46].

Group 1 - The company held its second extraordinary general meeting of shareholders on September 22, 2025, with no resolutions being rejected and no new proposals submitted for voting [1][3] - A total of 378 shareholders attended the meeting, representing 264,865,742 shares, which is 45.4421% of the total voting shares [3][4] - The meeting was conducted through a combination of on-site and online voting, with specific time slots allocated for each voting method [2][3] Group 2 - The board of directors approved the election of a non-independent director during the meeting, with 98.3447% of the votes in favor [7][8] - The company’s legal representatives confirmed that the meeting complied with relevant laws and regulations [10] - The next extraordinary general meeting is scheduled for October 9, 2025, with similar voting procedures [40][41] Group 3 - The company announced a change in its auditing firm, proposing to appoint Sigma CPA as the new auditor for the 2025 fiscal year, replacing Huaxing CPA [21][22] - The change is due to the previous auditor having served for over 10 years, which necessitates a new appointment to ensure independence [22][31] - Sigma CPA has a strong track record, with 275 registered accountants and a total revenue of 377 million yuan in 2024, including 316 million yuan from audit services [23][27] Group 4 - The company completed the election of a new non-independent director and audit committee member, with the new member being Sun Zhongjun [36][39] - The board meeting that approved these changes had full attendance from all nine directors [15][32] - The company is committed to maintaining compliance with corporate governance standards and ensuring effective board operations [36][37]