证券代码：301088 证券简称：戎美股份 公告编号：2025-028 日禾戎美股份有限公司 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。 日禾戎美股份有限公司（以下简称"公司"）于 2025 年 8 月 8 日召开第三届 董事会第二次会议，审议通过了《关于修订 <公司章程> 的议案》和《关于修订部 分公司治理制度的议案》，以上部分议案尚需提交公司股东会审议。现将有关情 况公告如下： 一、 修订《公司章程》及若干管理制度的原因及依据 根据 2024 年 7 月 1 日起实施的《中华人民共和国公司法》、中国证券监督管 理委员会《关于新 <公司法> 配套制度规则实施相关过渡期安排》 《上市公司章程 指引》 《深圳证券交易所创业板股票上市规则》 《深圳证券交易所上市公司自律监 管指引第 2 号——创业板上市公司规范运作（2025 年修订）》的相关规定，结合 公司实际情况，公司同意由董事会审计委员会行使《中华人民共和国公司法》规 定的监事会职权，该等调整不会影响公司内部监督机制的正常运行。同时对《日 禾戎美股份有限公司公司章程》 （以下简称"《公司章程》"）及若干管 ...

Group 1 - The company plans to change its name to "Jinyu Jidong Cement Group Co., Ltd." and its stock abbreviation to "Jinyu Jidong," while maintaining the same stock code "000401" [1][2] - The board meeting was attended by all six directors, and the resolutions were passed unanimously with no votes against or abstentions [1][2] - The proposal to cancel the supervisory board and amend the company's articles of association also received unanimous approval, pending shareholder meeting approval [2] Group 2 - The company has scheduled the third extraordinary general meeting of 2025, which also received unanimous approval from the board [2]

Group 1 - The company held its fourth meeting of the tenth board on August 8, 2025, to review and approve amendments to the Articles of Association and related rules [1] - The company approved a share buyback plan on July 1, 2024, with a total fund of no less than RMB 50 million and no more than RMB 100 million, at a maximum price of RMB 3.34 per share [1][2] - The company completed the buyback of 36,490,000 shares, accounting for 0.7386% of the total share capital, with a total transaction amount of RMB 99,982,600 [2] Group 2 - The company plans to adjust its internal supervisory structure by abolishing the supervisory board and supervisors, transferring the supervisory powers to the audit committee of the board [2] - The supervisory board and supervisors will continue to perform their duties until the shareholders' meeting approves the proposal [2] - The amendments to the Articles of Association are in accordance with the new Company Law and other relevant regulations [3] Group 3 - The amendments to the Articles of Association include provisions for the appointment of a new legal representative within 30 days of the resignation of the current one [3][4] - The company will ensure that all shareholders have equal rights and obligations regarding their shares [4][5] - The company will not provide financial assistance to any person for acquiring its shares, except for employee stock ownership plans [5][6]

Core Viewpoint - The company has revised its articles of association to enhance corporate governance and clarify the rights and responsibilities of shareholders, directors, and management [1][6][12]. Summary by Sections General Principles - The revised articles aim to protect the legal rights of the company, shareholders, employees, and creditors, and to regulate the company's organization and behavior according to relevant laws [1][4]. Legal Representative - The chairman of the board serves as the legal representative of the company, and if the legal representative resigns, a new representative must be appointed within 30 days [2][3]. Shareholder Responsibilities - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is responsible for its debts with all its assets [4][5]. Articles Effectiveness - The revised articles become legally binding upon their effectiveness, governing the relationships and rights among the company, shareholders, directors, supervisors, and senior management [6][10]. Share Issuance - The company will issue shares based on principles of openness, fairness, and justice, ensuring equal rights for all shareholders of the same class [7][8]. Share Repurchase - The company may repurchase its shares under specific circumstances, such as capital reduction or employee stock ownership plans, with certain limitations on the total number of shares repurchased [8][9]. Share Transfer - Shares can be transferred in accordance with the law, and the company does not accept its own shares as collateral [9][10]. Shareholder Rights - Shareholders have rights to dividends, attend meetings, supervise company operations, and request the company to repurchase their shares under certain conditions [10][11]. Shareholder Obligations - Shareholders must comply with laws and the articles, pay their subscribed capital, and not abuse their rights to harm the company or other shareholders [15][16]. Board and Shareholder Meetings - The company must hold shareholder meetings in compliance with legal requirements, and decisions made at these meetings must be executed unless legally challenged [12][22].

Core Points - The company is named Conch (Anhui) Energy Saving and Environment Protection New Material Co., Ltd, established in 1996 with a registered capital of RMB 441,168,831 [4][6] - The company's business scope includes manufacturing and selling specialized chemical products, new catalytic materials, plastic products, and lightweight building materials, among others [7] - The company aims to become a world-class building materials enterprise by optimizing product structure and improving product quality [6][7] Chapter Summaries Chapter 1: General Principles - The company is established according to the Company Law and Securities Law of the People's Republic of China [3] - The company has a permanent existence as a joint-stock company [4] Chapter 2: Business Objectives and Scope - The company's business objectives focus on market orientation, utilizing social resources, and relying on technological advancements to enhance product quality [6] - The business scope includes various construction-related activities and the manufacturing and sale of specialized chemical products [7] Chapter 3: Shares - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1 [9] - The total number of shares issued is 441,168,831, all of which are ordinary shares [9] Chapter 4: Party Organization - The company has established a Communist Party organization to play a leading role in guiding the company's direction and major decisions [15][16] Chapter 5: Shareholders and Shareholders' Meeting - Shareholders have rights to dividends, participate in meetings, and supervise the company's operations [18] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [26]

Core Viewpoint - Zhejiang Tianzhen Technology Co., Ltd. has revised its Articles of Association to enhance corporate governance and operational standards, ensuring compliance with relevant laws and regulations [1][2][3]. Summary by Sections Revision of Articles of Association - The company has amended its Articles of Association to include provisions that protect the rights of shareholders, employees, and creditors, and to clarify the roles of the board of directors and legal representatives [1][2]. - The registered capital of the company is set at RMB 21.6 billion, with specific procedures outlined for changes in capital [2][3]. Legal Representation and Responsibilities - The legal representative of the company is defined as the chairman of the board, who is responsible for executing company affairs [2][3]. - In case of resignation, a new legal representative must be appointed within 30 days [2]. Shareholder Rights and Responsibilities - Shareholders are entitled to rights proportional to their shareholdings, including profit distribution and participation in decision-making processes [10][11]. - The company has established clear guidelines for shareholder meetings and voting rights, ensuring that all shareholders have equal rights [10][11]. Capital Increase and Share Issuance - The company can increase its capital through various methods, including public offerings and private placements, subject to shareholder approval [5][6]. - The issuance of shares must adhere to principles of fairness and transparency, ensuring equal rights for all shareholders [5][6]. Acquisition of Own Shares - The company may repurchase its shares under specific conditions, such as capital reduction or employee stock ownership plans, with strict adherence to legal requirements [5][6]. - Any repurchase must be conducted through public trading methods or other legally recognized means [5][6]. Governance and Compliance - The revised Articles of Association emphasize the importance of compliance with laws and regulations, including those set by the China Securities Regulatory Commission [15][16]. - The company has outlined the responsibilities of its controlling shareholders and actual controllers to prevent conflicts of interest and protect the rights of minority shareholders [15][16]. Financial Assistance and Related Transactions - The company must seek board approval for financial assistance exceeding certain thresholds, ensuring that such actions are in the best interest of the company [18][19]. - Related party transactions must be disclosed and approved by the shareholders to maintain transparency and fairness [20][21].

Core Viewpoint - The company is enhancing its governance structure by revising its articles of association and internal supervisory mechanisms, which will be submitted for shareholder approval [1][2][3]. Group 1: Governance Revisions - The company has approved the revision of its articles of association to improve governance and compliance with relevant laws and regulations [1]. - The internal supervisory structure will be adjusted, with the audit committee taking on the responsibilities of the supervisory board [1]. - The board has also approved revisions to the rules governing shareholder meetings, board meetings, and various committee working rules, all requiring shareholder approval [2][3][4][5][6]. Group 2: New Policies and Procedures - The company has introduced new policies, including the insider information management system and information disclosure management system, to align with current regulations [7][8]. - A new director resignation management system and public opinion management system have been established to enhance operational transparency and accountability [7][8]. - The company has also approved the extension of the authorization for the board to manage stock issuance to specific investors, which will be subject to shareholder approval [9][10].

Group 1 - The company held the 22nd meeting of the 7th Supervisory Board on August 7, 2025, in Urumqi, with all 5 supervisors present, meeting the legal quorum requirements [1] - The meeting approved the proposal to amend the company's articles of association and adjust the internal supervisory structure, allowing the Board of Directors' Audit Committee to exercise the powers of the Supervisory Board as per the Company Law [2] - The proposal to extend the validity period of the resolution for issuing shares to specific targets was also approved, with the voting results showing 3 votes in favor and 2 abstentions from related supervisors [3][4] Group 2 - The company plans to submit the amendments to the articles of association and the adjustments to the internal supervisory structure to the shareholders' meeting for special resolution approval [2][4] - The company will also seek authorization from the shareholders' meeting for the Board of Directors to handle subsequent registration changes and filing of the amended articles of association [2] - The related transactions involved in the issuance of shares to specific targets will have the related shareholders abstaining from voting at the shareholders' meeting [4][6]

Group 1 - The company has revised its articles of association to enhance the protection of the rights and interests of shareholders, employees, and creditors, in accordance with relevant laws and regulations [1][2][3] - The registered capital of the company is set at RMB 2,349,720,302 [1][4] - The company’s legal representative will be determined within thirty days following the resignation of the current representative [1][5] Group 2 - The company’s shares are categorized into ordinary shares, totaling 2,349,720,302 shares, with no other types of shares issued [1][7] - The company is prohibited from providing financial assistance for the acquisition of its shares, except for employee stock ownership plans [1][8] - The company can issue shares through various methods, including public offerings and private placements, as approved by the shareholders' meeting [1][9] Group 3 - The company’s articles of association serve as a legally binding document governing the rights and obligations among the company, shareholders, directors, and senior management [1][5] - Shareholders have the right to request information and participate in meetings, exercising their voting rights [1][13] - The company must disclose information regarding significant events and comply with legal obligations following court judgments [1][16] Group 4 - The company’s shareholders are required to adhere to laws and regulations, and they are liable for their subscribed shares [1][20] - Major transactions and related party transactions must be approved by the shareholders' meeting [1][28] - The company must ensure that its controlling shareholders and actual controllers act in accordance with laws and regulations to protect the interests of the company and its shareholders [1][24]

上海亚通股份有限公司 2025 年第一次临时股东大会资料 上海亚通股份有限公司 上海·崇明 上海亚通股份有限公司 2025 年第一次临时股东大会资料 目 录 上海亚通股份有限公司 2025 年第一次临时股东大会资料 上海亚通股份有限公司 一、现场会议时间：2025 年 8 月 15 日 13:30 二、现场会议地点：上海市崇明区绿海路 780 弄 1 号 三、现场会议主持人：公司董事长施俊先生 四、投票方式：现场投票和网络投票相结合 五、网络投票系统：上海证券交易所股东大会网络投票系统 六、网络投票起止时间：通过交易系统投票平台的投票时间 为股东大会召开当日（2025 年 8 月 15 日）的交易时间段，即 票时间为股东大会召开当日（2025 年 8 月 15 日）的 9:15-15:00。 七、现场会议议程： (一)主持人宣布大会开始，介绍出席现场会议的股东及股东 授权代表人数、代表的股份总数，出席会议的董事、监事、高管 人员、见证律师。 (二)逐项审议下列议案： 上海亚通股份有限公司 2025 年第一次临时股东大会资料 (三)股东发言并投票表决 (四)统计表决情况 (五)宣读现场投票表决结果 (六)律师宣 ...