Core Points - The Zhejiang Mingpai Jewelry Co., Ltd. held its first extraordinary general meeting of shareholders in 2025 on November 14, where five important proposals were approved, reflecting shareholders' attention to corporate governance optimization [1][5]. Meeting Overview - The meeting was convened by the board of directors and took place at the company's headquarters in Shaoxing, Zhejiang, combining on-site and online voting methods [2]. - The meeting was presided over by Chairman Yu Awu, with attendance from directors, supervisors, and senior management [2]. Shareholder Attendance - A total of 146 shareholders (including proxies) attended the meeting, representing 281,697,697 shares, which is 53.35% of the total share capital [3]. - Among the attendees, 2 shareholders were present at the on-site meeting, representing 279,694,775 shares (52.97%), while 144 participated via online voting, representing 2,002,922 shares (0.38%) [3]. - Notably, 144 small investors attended, representing 200,290 shares (0.38%), indicating their engagement in corporate governance matters [3]. Proposal Voting Results - All five proposals discussed at the meeting aimed to improve the company's internal governance structure and received high approval rates, with all proposals exceeding 99.7% approval [4]. - The specific approval rates for the proposals were as follows: - Amendment to the Articles of Association: 99.75% [4] - Amendment to the Independent Director Work System: 99.75% [4] - Amendment to the External Guarantee System: 99.72% [4] - Amendment to the Fundraising Management Measures: 99.75% [4] - Amendment to the Related Party Transaction Internal Decision-Making System: 99.75% [4] - The approval rate for small investors was lower for the External Guarantee System amendment at 61.23%, while the other proposals had approval rates above 64% [4]. Legal Opinion - Beijing Junzhi Law Firm provided a legal opinion confirming that the meeting's procedures, attendance, and voting results complied with relevant laws and regulations, deeming the resolutions valid [5]. - The successful convening of the meeting and the related amendments are expected to help Mingpai Jewelry further standardize its operations and enhance governance, laying a foundation for long-term stable development [5].

登录新浪财经APP 搜索【信披】查看更多考评等级 章程专章规定利润分配政策，明确实行"持续稳定、重视回报"的分配原则，现金分红优先于股票股利。 公司实施现金分红需满足三大条件：当年可分配利润为正、审计报告为标准无保留意见、未来12个月无 重大资金支出（超过最近一期经审计总资产30%且超5000万元）。 在分红比例上，公司连续三年以现金方式累计分配利润不少于年均可分配利润的30%，并根据发展阶段 实施差异化政策： - 成熟期且无重大资金支出：现金分红占比不低于80% - 成熟期且有重大资金支出： 现金分红占比不低于40% - 成长期且有重大资金支出：现金分红占比不低于20% 公司设立时发起人包括国创高科实业集团有限公司（原湖北通发科技）、湖北多佳集团实业有限公司等 五家单位及自然人，其中主发起人以实物出资认购4,080万股，其余发起人以现金出资认购3,920万股。 股份由中国证券登记结算有限责任公司深圳分公司集中存管，确保股权登记规范透明。 治理架构与决策机制 章程详细规定了"股东会-董事会-高级管理层"三级治理架构。股东会作为最高权力机构，负责审议利润 分配、增减资、合并分立等重大事项，特别决议需经出席股东所 ...

11月15日，陕西斯瑞新材料股份有限公司（证券简称：斯瑞新材，证券代码：688102）发布2025年第二 次临时股东会决议公告。公司于11月14日召开的本次临时股东会审议通过了续聘年度审计机构、变更注 册资本并修订《公司章程》、修订《募集资金管理制度》等多项核心议案。会议出席股东所持表决权占 公司总表决权的59.6864%，各项议案均获高比例通过，会议程序及表决结果经律师见证合法有效。 《关于修订 <募集资金管理制度> 的议案》（普通决议案） 会议召开及出席情况 本次临时股东会于2025年11月14日在公司4楼会议室召开，由董事会召集，董事长王文斌主持，采取现 场投票与网络投票相结合的方式进行。公告显示，会议召集、召开及表决程序符合《公司法》及《公司 章程》规定。 出席会议的普通股股东及代理人共118人，合计持有表决权435,206,908股，占公司总表决权数量的 59.6864%。公司在任董事7人全部出席会议，董事会秘书王磊及全体高级管理人员列席会议。 多项核心议案高票通过 本次股东会审议的三项非累积投票议案均获通过，具体表决情况如下： 《关于续聘公司2025年度审计机构的议案》（普通决议案） 该议案同意票 ...

Core Viewpoint - Keda Manufacturing's Q3 report shows significant growth in performance, raising questions about whether it is a worthy investment, especially given concerns about internal governance and potential insider exploitation [1][2]. Financial Performance - The company reported Q3 revenue of 12.605 billion, a year-on-year increase of 47.19%, and a net profit attributable to shareholders of 1.149 billion, up 63.49%. The operating cash flow net amount reached 1.560 billion, a staggering increase of 65 times [2]. - For Q3 alone, revenue was 4.417 billion, reflecting a 43.89% year-on-year growth, while net profit was 404 million, up 62.65% [2]. Governance Issues - Keda Manufacturing has been accused of internal exploitation, with findings from the China Securities Regulatory Commission revealing issues such as off-the-books payments and improper salary distributions to executives [3][4]. - The company has engaged in off-the-books transactions through employees' personal accounts, affecting reported profits by 0.12% to 1.09% over various periods [4]. - There have been violations regarding the distribution of executive salaries, which were not approved by the board or disclosed properly [5]. Related Party Transactions - The company has faced scrutiny over related party transactions, with concerns about potential profit transfer to related parties. The gross profit margin from these transactions is significantly lower than that from third-party sales, indicating possible issues with pricing fairness [8][9]. - Specific transactions include related purchases and sales with entities controlled by board members, raising questions about their legitimacy and fairness [8][9]. Lack of Control - Keda Manufacturing has not had a controlling shareholder since 2016, leading to a fragmented ownership structure. The largest shareholder holds only 19.52% of the shares, with the second-largest at 8.01% [10]. - This lack of a controlling entity may contribute to governance weaknesses and internal control issues [10]. Accountability and Disclosure - Several executives have been held accountable for the company's governance failures, with a significant drop in disclosure quality, resulting in a downgrade of the company's disclosure rating from B to D [12].

01 实控人股权司法冻结未及时披露 ST观典实际控制人高明在近一个月的时间内，其所持公司股权接连遭遇司法冻结。这些冻结事项共计 九次，冻结股份占公司总股本比例较高。 然而，高明未能及时将这些司法冻结事项告知上市公司，导致相关信息的披露有所延迟，直至近期才对 外公告。这种未及时履行信息披露义务的行为，直接违反了《上市公司信息披露管理办法》的相关规 定。 登录新浪财经APP 搜索【信披】查看更多考评等级 一家曾被誉为"转板第一股"的明星企业，如今却因实控人股权多次被司法冻结未及时披露而收到监管警 示，公司治理问题再度引发市场关注。 ST观典实际控制人高明近日收到北京证监局出具的警示函行政监管措施决定书，并被记入证券期货市 场诚信档案。这位公司实际控制人在其所持股权经历多次司法冻结后，未能及时履行信息披露义务，这 一行为违反了上市公司监管规定。 上海证券交易所随后也对高明发出了监管警示，这已是ST观典及相关人员近一年来多次收到监管关 注。 公司一度存在虚构应付账款并以保理业务形式为其他公司提供融资便利的情况，导致公司账户资金被划 扣，实际控制人高明自认构成对公司的非经营性资金占用。 更为严重的是，公司治理制衡机制不 ...

关于大湾区上市公司治理状况，课题组通过六大维度、五大板块系统评价并分析得出六条结论：第一， 大湾区上市公司整体治理水平较高，但首次出现回调；第二，大湾区无实际控制人上市公司治理水平最 高，民营控股上市公司治理水平高于国有控股；第三，大湾区上市公司股东治理优势缩小，主要在于关 联交易增加；第四，大湾区上市公司董事会治理优势稳定，但运作效率与组织结构有待优化；第五，大 湾区上市公司监事会治理水平偏低，规模结构与胜任能力存在短板；第六，大湾区主板上市公司治理水 平在区域比较中较高，金融机构治理水平提升较大。 评价报告针对大湾区上市公司治理发展状况提出了相应对策建议，包括：第一，制定并推广大湾区上市 公司治理准则，巩固治理优势并强化示范效应；第二，发挥无实际控制人的治理优势，构建与之相适应 的责任体系；第三，完善中小股东保护机制，强化关联交易监管；第四，弥补监督职能短板，提高审计 委员会独董比例；第五，强化应急治理安排，提高应急响应能力；第六，构建治理导向市值管理体系， 解决选择性披露问题；第七，强化绿色治理（ESG）顶层设计，提升绿色治理（ESG）信息披露质量； 第八，推动大湾区民营控股上市公司完善中国特色现代企业 ...

Core Viewpoint - The divorce settlement between Zhao Bingxian and Lu Juan has resulted in a 50-50 ownership of Zhongzheng Wanrong Investment Group, leading to a governance vacuum for Wohuah Pharmaceutical, which now lacks a controlling shareholder [1] Group 1: Governance Issues - The equal distribution of shares means neither Zhao Bingxian nor Lu Juan can unilaterally control the board or strategic direction, potentially leading to decision-making deadlocks [2] - Key issues such as strategic transformation, major project investments, or executive appointments may become contentious, resulting in governance challenges [2] - Although the company claims that operational management remains unaffected, the dispersed control introduces uncertainty for future stability [2] Group 2: Performance and Growth Concerns - Wohuah Pharmaceutical reported a 179.34% year-on-year increase in net profit for the first three quarters of 2025, primarily driven by non-recurring income from land transfer payments [3] - The core business growth remains weak, with reliance on a limited range of proprietary products amidst increasing regulatory pressures and procurement challenges [3] - The company must address its growth bottlenecks and develop a second growth curve to ensure long-term sustainability [3] Group 3: Industry-Wide Implications - Wohuah Pharmaceutical is not an isolated case; several other companies have faced similar issues due to controlling shareholders' divorces, leading to significant ownership restructuring [4] - These events have raised concerns about the stability of shareholder structures and the management of risks associated with controlling shareholders' personal relationships [4] - As the capital market matures, it is crucial to implement measures such as corporate governance design, equity trusts, and voting rights arrangements to mitigate disruptions caused by personal relationship changes [4] Conclusion - The "no owner" status of Wohuah Pharmaceutical highlights broader governance challenges within A-share companies, emphasizing the need for strategic resilience and operational stability in the face of high volatility and uncertainty in ownership structures [5]

Group 1 - The company held its second temporary board meeting on November 13, 2025, where all 14 directors attended and the meeting was presided over by Chairman Zhou Hongjiang [3][4][6] - The board approved a proposal to change the registered capital and amend the company's articles of association with unanimous support [6][10] - The company has completed a share buyback plan, repurchasing 12,430,000 B shares, which will be canceled, reducing the total shares from 669,670,128 to 657,240,128 and the registered capital from 669,670,128 yuan to 657,240,128 yuan [11][10] Group 2 - The company announced the third temporary shareholders' meeting to be held on December 2, 2025, with a combination of on-site voting and online voting [13][15] - The meeting will allow shareholders who hold shares as of the registration date of November 26, 2025, to participate [16][17] - Detailed voting procedures and registration requirements for shareholders were provided, including the need for identification and proof of shareholding [19][21]

Group 1 - The company has revised several governance systems to enhance its governance structure and ensure compliance with relevant laws and regulations [1][3] - The revised systems include fundraising management, financial management, external financial assistance, and financial reporting management [1] - The revisions were approved during the 25th meeting of the fourth board of directors held on November 13, 2025 [1] Group 2 - The company is conducting a board of directors election due to the expiration of the independent directors' terms [3][4] - The candidates for the fifth board of directors include Liu Fangyi and Jin Zhe as non-independent directors, and Zhang Yanbo and Liu Yuyu as independent directors [3][4] - The election will take place during the third extraordinary shareholders' meeting on December 1, 2025, using a cumulative voting system [5][14] Group 3 - The independent director candidates have passed the qualification review by the Shanghai Stock Exchange [4][6] - The company expresses gratitude to the current board members for their contributions during their tenure [6] - The company will continue to operate under the current board until the new board is elected [6] Group 4 - The third extraordinary shareholders' meeting will be held on December 1, 2025, at 14:00 in Shandong Province [14][15] - Shareholders can vote through both on-site and online systems, with specific voting times outlined [16][20] - The company encourages shareholders to participate via the online voting system for convenience [27]

Group 1 - The board of directors of Jiangnan Water Co., Ltd. held its sixth meeting of the eighth session on November 13, 2025, to discuss various matters, including adjustments to the board's specialized committees and the establishment of a wholly-owned subsidiary [2][3][6]. - The board approved the adjustment of the members of the Strategic and ESG Committee and the Audit Committee to enhance corporate governance [3][4][5]. - The newly formed Strategic and ESG Committee consists of five members, with Huafeng as the convener, and the Audit Committee consists of three members, with Zhang Rongxian as the convener [3][4]. Group 2 - The board approved the establishment of a wholly-owned subsidiary named Jiangyin Runlian Technology Service Co., Ltd., with a registered capital of 10 million RMB, where Jiangnan Water will contribute 5.1 million RMB, accounting for 51% of the capital [19][20]. - The investment aims to optimize resource allocation and enhance operational efficiency, aligning with the company's long-term strategic goals [19][24]. - The investment does not require shareholder approval as it does not meet the threshold for significant transactions [19][20].