证券代码：601518 证券简称：吉林高速 公告编号：临 2025-021 吉林高速公路股份有限公司 关于取消监事会并修订《公司章程》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。 吉林高速公路股份有限公司（以下简称公司）于2025年8月26日召开第四届 董事会第六次会议、第四届监事会第六次会议，审议通过《关于取消监事会并修 订 <公司章程> 的议案》,该项议案尚需提交公司2025年第二次临时股东大会审议。 具体情况如下： 一、取消监事会的依据 根据《公司法》（2023年修订）的相关规定，结合公司实际情况，公司将不 再设置监事会，监事会的职权由董事会审计委员会行使，《吉林高速公路股份有 限公司监事会议事规则》等监事会相关制度相应废止。 二、《公司章程》修订要点 一是，新增控股股东和实际控制人专节，明确规定控股股东及实际控制人的 职责和义务；二是，新增董事任职资格、职工董事设置、董事和高级管理人员职 务侵权行为的责任承担等条款；三是，完善董事、董事会及专门委员会的要求， 在"董事会"一章中，新增了"独立董事""董事会专门 ...

Core Points - The company held its 12th meeting of the 5th Board of Directors on August 27, 2025, where several key resolutions were passed [1] - The company approved the 2024 semi-annual report and summary, which will be disclosed on August 28, 2025 [1] - A cash dividend of 0.045 yuan per share (before tax) was proposed for all shareholders, subject to approval at the shareholders' meeting [2] - The company approved a risk assessment report regarding financial transactions with Nanshan Group Financial Co., Ltd., with the related director abstaining from the vote [2][3] - The company decided to abolish the supervisory board, transferring its responsibilities to the audit committee of the board, and will amend its articles of association accordingly [3] - The company plans to hold its first extraordinary shareholders' meeting of 2025 on September 15, 2025, to discuss the resolutions passed [6]

Core Viewpoint - Ningbo Bowei Alloy Materials Co., Ltd. is holding its second extraordinary general meeting of shareholders in 2025 to discuss significant governance changes, including the cancellation of the supervisory board and amendments to the company's articles of association [1][2]. Group 1: Meeting Agenda - The meeting will include the introduction of attending shareholders, the election of vote counters, and the review and voting on the proposed resolutions [1]. - The agenda also includes the announcement of voting results and the reading of legal opinions by a witnessing lawyer [1]. Group 2: Proposal to Cancel the Supervisory Board - The company proposes to abolish the supervisory board, transferring its powers to the audit committee of the board of directors, in compliance with relevant laws and regulations [2]. - The current supervisory board will continue to perform its supervisory functions until the shareholders' meeting approves the cancellation [2]. Group 3: Changes in Registered Capital - The company plans to reduce its registered capital from 810,374,302 yuan to 810,094,302 yuan due to the repurchase and cancellation of 280,000 restricted stocks related to a former executive [2]. - The total share capital will also decrease correspondingly from 810,374,302 shares to 810,094,302 shares [2]. Group 4: Amendments to Articles of Association - Amendments to the articles of association will include the removal of references to the supervisory board and the addition of sections regarding controlling shareholders and independent directors [3]. - The revised articles will be submitted for approval at the shareholders' meeting, with the board authorized to handle related registration and filing matters [3]. Group 5: Governance System Revisions - The company has proposed revisions and abolitions of eight governance systems in light of the supervisory board's cancellation, which will be presented for shareholder approval [5]. - The board has already approved these changes in a prior meeting [5]. Group 6: Election of New Director - The company will propose the election of Chen Kelei as a new director of the sixth board, following the resignation of a current board member [6]. - Chen Kelei has extensive experience in international telecommunications and management, making him a suitable candidate for the board [6][8].

Group 1 - The company has decided to abolish the supervisory board and transfer its responsibilities to the audit committee of the board of directors, in compliance with the new Company Law effective from July 1, 2024 [2][3] - The company has approved a capital reduction due to the repurchase and cancellation of 3.09 million restricted stocks from 10 incentive recipients, resulting in a decrease in total shares from 515,380,649 to 512,290,649 and a reduction in registered capital from 515,380,649 yuan to 512,290,649 yuan [3][4] - The company has undertaken a comprehensive revision of its articles of association, including the removal of references to the supervisory board and the adjustment of terminology from "shareholders' meeting" to "shareholders' assembly" [4]

Meeting Overview - The shareholder meeting of Nantong Jiangtian Chemical Co., Ltd. is scheduled for September 11, 2025, at 14:30 [1] - Voting will be available both on-site and through online platforms provided by the Shenzhen Stock Exchange [1][5] Voting Procedures - Shareholders can vote either in person or via online systems, with specific time slots for each method on the day of the meeting [1][5] - The company will provide a platform for online voting, and shareholders must choose one voting method only [1][5] Attendance and Registration - All shareholders registered with the China Securities Depository and Clearing Corporation Limited are entitled to attend the meeting [2] - Personal and corporate shareholders must present valid identification and relevant documents for registration [4] Agenda Items - Key proposals include the cancellation of the supervisory board and amendments to the company's articles of association, which require a two-thirds majority for approval [3] - Other proposals include the review of the management system for preventing the controlling shareholder and related parties from occupying company funds, and the remuneration management system for directors and senior management [3][7] Documentation and Contact Information - Relevant documents for the meeting, including the proxy form and registration form, are provided as attachments [5][6] - Contact details for inquiries include a specific contact person, phone number, and email address [4]

Meeting Information - The company will hold its first extraordinary general meeting of shareholders on September 10, 2025, at 2:00 PM [1] - The meeting will allow for both on-site and online voting, with specific time slots for each voting method [2][8] Voting Procedures - Shareholders can vote either in person or through authorized representatives, with detailed procedures provided for online voting via the Shenzhen Stock Exchange [2][8] - The voting rights are limited to shareholders registered by the cut-off date of September 3, 2025 [2][6] Agenda Items - The meeting will discuss several proposals, including the completion of fundraising projects and the allocation of surplus funds to replenish working capital [4][5] - Other proposals include the cancellation of the supervisory board and amendments to the company's articles of association [4][5] Registration and Attendance - Shareholders must register for the meeting by providing necessary identification and authorization documents if attending through a proxy [6][10] - The company has specified the contact details for registration and inquiries [6][7]

Group 1 - The company has decided to abolish the supervisory board, transferring its powers to the audit committee of the board of directors, in accordance with relevant laws and regulations [1][2][3] - The company will revise its articles of association to reflect this change, which will require approval at the upcoming extraordinary general meeting [2][3] - The supervisory board will continue to fulfill its responsibilities until the shareholders' meeting approves the cancellation [1] Group 2 - The revised articles of association will change references from "shareholders' meeting" to "shareholders' assembly" throughout the document [2] - The legal representative of the company will now be the director executing company affairs, with the chairman being elected by the board [2][3] - New provisions will clarify that the company will bear civil liability for actions taken by the legal representative in the course of their duties [3] Group 3 - The company will ensure that all assets are divided into equal shares, with shareholders only liable for the amount of their subscribed shares [3][4] - The articles will specify that the company will not provide financial assistance for the acquisition of its shares, except under certain conditions approved by the shareholders' meeting [5][6] - The company will adopt various methods for capital increase as per legal requirements, including using surplus reserves to increase share capital [6][7] Group 4 - The company will implement stricter rules regarding the transfer of shares, ensuring compliance with legal and regulatory requirements [8][9] - The articles will stipulate that shareholders must adhere to the provisions regarding the transfer of shares, including restrictions on the transfer of shares held by directors and senior management for a specified period [9][10] - The company will establish clear guidelines for related party transactions, requiring shareholder approval for significant transactions [28][29]

Group 1 - The company held its 18th meeting of the fourth board of directors on August 22, 2025, with all nine directors present, confirming compliance with relevant laws and regulations [2][4] - The board approved the proposal to cancel the supervisory board and amend the company's articles of association, which will be submitted for shareholder approval [3][5] - The board also approved the revision of certain governance systems, including the management measures for related transactions and external guarantees, which will also require shareholder approval [6][7] Group 2 - The board proposed candidates for the fifth board of directors, including five non-independent directors and three independent directors, all of whom will be submitted for shareholder approval [8][13] - The independent director candidates have not served as independent directors for more than six consecutive years, ensuring compliance with regulations [19][20] - The company will hold its first temporary shareholders' meeting on September 9, 2025, to discuss the proposed changes and elect the new board [33][35] Group 3 - The company aims to enhance its governance structure by canceling the supervisory board, with its functions being transferred to the audit committee of the board [58][59] - The amendments to the articles of association are intended to align with the updated Company Law and improve operational compliance [59]

Group 1 - The company has decided to abolish the supervisory board, transferring its powers to the audit committee of the board of directors [1][2] - The current members of the supervisory board will continue to perform their duties until the shareholders' meeting approves the cancellation [1] - The company has revised its articles of association to reflect the removal of the supervisory board and to include new sections on controlling shareholders and actual controllers [2][12] Group 2 - The main revisions to the articles of association include the deletion of the supervisory board section, the addition of a section on controlling shareholders, and the renaming of "shareholders' meeting" to "shareholders' assembly" [2][12] - The revised articles specify that the legal representative of the company will be the chairman, and the responsibilities of the supervisory board will now be handled by the audit committee [3][4] - The company has updated its governance systems, with 14 governance documents approved by the board, of which the first six require shareholder approval [38]

Core Viewpoint - The company held its 8th meeting of the 9th Supervisory Board, where significant resolutions were made regarding the approval of the 2025 semi-annual report and the decision to abolish the Supervisory Board, transferring its responsibilities to the Audit Committee of the Board of Directors [1][2]. Group 1: Meeting Details - The meeting was convened on August 21, 2025, with all three supervisors present, ensuring compliance with the Company Law and the company's articles of association [1]. - The meeting was chaired by Mr. Chen Yimin, the chairman of the Supervisory Board [1]. Group 2: Resolutions Passed - The Supervisory Board approved the 2025 semi-annual report and its summary, confirming that the report accurately reflects the company's operational and financial status [1]. - The resolution to abolish the Supervisory Board and amend the company's articles of association was passed, citing compliance with the latest Company Law and the necessity for organizational adjustments [2]. - The decision to abolish the Supervisory Board will be submitted for approval at the company's shareholders' meeting [2].