Core Points - The company establishes a Board Strategy and ESG Committee to enhance oversight of management and improve ESG management levels [1][2] - The committee is responsible for researching and proposing suggestions on long-term development strategies, major investment decisions, and ESG work [1][3] Group 1: Committee Structure - The committee consists of three directors, with the chairman serving as the head [2] - The committee's term aligns with that of the board, and members can be re-elected [2] - An Investment Review Group is established under the committee to support the execution of strategies and decisions [2] Group 2: Responsibilities and Authority - The committee's main responsibilities include researching and proposing suggestions on mid-to-long-term development strategies and major investments [3] - It conducts research and analysis on ESG policies, strategies, and goals, providing recommendations for improvement [3] - The committee is tasked with overseeing the implementation and progress of ESG work, including regular checks on ESG goal advancement [3] Group 3: Decision-Making Process - The Investment Review Group prepares necessary materials for the committee's decision-making on strategic planning and major investments [4][5] - The committee convenes meetings based on proposals from the Investment Review Group, discussing and submitting results to the board [5][6] - Meetings require a two-thirds attendance of committee members to be valid, and decisions must be approved by a majority [6][7] Group 4: Meeting Procedures - Meetings must be announced three days in advance, with provisions for exceptions [6] - The committee can invite other directors and senior management to attend meetings if necessary [6] - Meeting records must be kept, detailing attendees, discussions, and voting results [6][7]

Group 1 - The company held its 18th meeting of the 6th Board of Directors on September 1, 2025, with all 7 directors present, meeting the quorum requirements [1] - The board approved the proposal for asset sale and related party transactions with 6 votes in favor, 0 against, and 1 abstention, pending approval from the upcoming extraordinary general meeting [2] - The board also approved the revision of the company's articles of association, which will require a two-thirds majority vote at the extraordinary general meeting [3] Group 2 - The board approved the revision and establishment of several corporate governance systems, which will take effect upon board approval, while some will also require approval at the extraordinary general meeting [4][5] - The audit committee of the board underwent adjustments, with a new member appointed, ensuring compliance with regulatory guidelines [5] - The board approved the proposal to convene the 2025 third extraordinary general meeting, with details to be disclosed through designated media [5]

证券代码：688372 证券简称：伟测科技 转债代码：118055 转债简称：伟测转债 上海伟测半导体科技股份有限公司 会议资料 上海伟测半导体科技股份有限公司 2025 年第三次临时股东大会会议资料 会议规则 为维护投资者的合法权益，确保股东依法行使权力，保证股东大会的正常秩 序和议事效率，根据《中华人民共和国公司法》等有关规定及《上海伟测半导体 科技股份有限公司章程》，制定如下规则： 一、股东大会期间，全体出席人员应以维护股东的合法权益、确保股东大会 的正常秩序和议事效率为原则，自觉履行法定义务。 二、股东大会设秘书处，负责大会的程序安排和会务工作。 三、出席现场会议的股东及代理人，依法享有发言权、表决权等权利。 四、股东应当持股票账户卡、身份证或其他能够表明其身份的有效证件或证 明出席股东大会。代理人还应当提交股东授权委托书和个人有效身份证件。 五、股东大会召开期间，参加本次现场会议的股东事先准备发言的，应当先 向大会会务组登记。股东不得无故中断大会议程要求发言。在议案审议过程中， 股东及代理人临时要求发言或就有关问题提出质询的，须举手向大会申请，并经 大会主持人许可后方可发言或提出问题。股东及代理人发 ...

锦州神工半导体股份有限公司 2025 年第一次临时股东大会会议资料 锦州神工半导体股份有限公司 会议资料 二○二五年九月 三、会议按照会议通知上所列顺序审议、表决议案。 四、股东及股东代理人参加股东大会依法享有发言权、质询权、表决权等权 利。股东及股东代理人参加股东大会应认真履行其法定义务，不得侵犯公司和其 他股东及股东代理人的合法权益，不得扰乱股东大会的正常秩序。 五、股东及股东代理人要求在股东大会现场会议上发言的，应提前向股东大 会会务组进行登记。股东大会主持人根据会务组提供的名单和顺序安排发言。现 场要求发言的股东及股东代理人，应当按照会议的议程举手示意，经会议主持人 许可后方可发言。有多名股东及股东代理人同时要求发言时，先举手者先发言； 锦州神工半导体股份有限公司 2025 年第一次临时股东大会会议资料 不能确定先后时，由主持人指定发言者。会议进行中只接受股东及股东代理人发 言或提问。发言或提问应围绕本次会议议题进行，简明扼要，时间不宜过长。发 言或提问时需说明股东名称及所持股份总数。 会会议资料 锦州神工半导体股份有限公司 2025 年第一次临时股东大会会议资料 锦州神工半导体股份有限公司 为了维护 ...

Core Points - The company is holding its first extraordinary general meeting of shareholders in 2025 to discuss several key proposals, including the appointment of a new non-independent director, the cancellation of the supervisory board, changes to registered capital, and amendments to governance rules [1][7][9][11][14]. Group 1: Meeting Procedures - The meeting will ensure the presence of only relevant participants, including shareholders, directors, supervisors, and invited guests, to maintain order and protect shareholder rights [2][3]. - Shareholders must register 15 minutes before the meeting and present necessary identification documents to participate [2][5]. - Voting will be conducted both on-site and online, with specific time frames for each method [5][6]. Group 2: Proposals - Proposal 1 involves the appointment of Dai Zhanglong as a non-independent director to replace Gu Yuewen, who resigned due to work adjustments [7][10]. - Proposal 2 seeks to abolish the supervisory board, transferring its responsibilities to the audit committee of the board of directors [9][10]. - Proposal 3 includes changes to the registered capital, increasing it from 481,972,213 shares to 481,977,548 shares due to the conversion of convertible bonds [11][12]. - Proposal 4 aims to revise and establish several governance systems, including renaming existing rules and merging certain management systems for better compliance and efficiency [14][15].

Group 1 - TCL Zhonghuan announced the resignation of its board secretary, Hu Wei, due to personal reasons, marking the second change in this position within a year [1][2] - The new board secretary, Li Lina, has a master's degree and extensive experience in capital market information disclosure, having previously served as the securities affairs representative and head of the securities affairs department at TCL Technology Group [1][2] - The frequent changes in the board secretary position raise concerns about the company's governance stability, especially as it operates in the competitive fields of new energy materials and the semiconductor industry [1][2][3] Group 2 - In the first half of 2025, TCL Zhonghuan reported a revenue of 13.398 billion yuan, a year-on-year decrease of 17.36%, and a net loss attributable to shareholders of 4.242 billion yuan, a significant decline of 3848% [2] - The company is undergoing a critical phase of business structure optimization and capital layout, with increasing pressure on external communication and information disclosure [2] - The high turnover of the executive team, including several vice president-level positions, indicates that the company is in a stage of business adjustment and organizational optimization [2][3] Group 3 - As of September 1, the stock price closed at 8.36 yuan per share, with a year-to-date decline of 5.75%, resulting in a total market capitalization of 33.8 billion yuan [3] - The continuous changes in the board secretary position may reflect challenges in the company's internal and external coordination amid intense strategic execution and capital operations [3] - The sensitivity of the A-share market to changes in the board secretary position is increasing, with various factors being viewed as indicators of corporate governance [3]

Core Points - The company held its 22nd meeting of the 6th Board of Directors on September 1, 2025, where it approved the proposal to revise the "Rules of Procedure for Board Meetings," which will be submitted for shareholder approval [1][2]. Summary by Sections Chapter 1: General Provisions - The rules aim to standardize the board's decision-making processes and enhance operational efficiency in accordance with relevant laws and regulations [1]. - The board consists of 9 directors, including 3 independent directors and 6 non-independent directors, with one chairman [2]. Chapter 2: Convening the Board - The board must hold at least 2 regular meetings annually, with the chairman responsible for convening and notifying directors at least 10 days in advance [2][3]. - Directors can propose temporary meetings under specific conditions, such as requests from shareholders or a third of the directors [3]. Chapter 3: Conducting Board Meetings - Meetings must follow established procedures, with adequate notice and materials provided to all directors [3][4]. - A quorum requires more than half of the directors to be present, and the chairman leads the meeting [5][6]. Chapter 4: Voting and Decision-Making - Voting is conducted by a show of hands, written ballot, or electronic means, with each director having one vote [9][10]. - Decisions require a majority of votes from present directors, and related-party transactions must be abstained from by interested directors [10][11]. Chapter 5: Documentation and Record-Keeping - The board secretary is responsible for maintaining accurate records of meetings, including attendance, agenda, and voting results [12][13]. - Meeting records must be preserved for at least 10 years, and confidentiality regarding sensitive decisions is mandated [13][14].

Core Viewpoint - The company is holding its first 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 [3][9]. Group 1: Meeting Details - The meeting is scheduled for September 15, 2025, at 14:00, located at the company's facility in Nantong, Jiangsu Province [6][7]. - Voting will be conducted through a combination of on-site and online methods, with specific timeframes for each [6][8]. Group 2: Agenda Items - The first agenda item involves the proposal to cancel the supervisory board, allowing the audit committee of the board of directors to assume its responsibilities, along with necessary amendments to the articles of association [3][9]. - The second agenda item includes a profit distribution proposal for the first half of 2025, suggesting a cash dividend of 2.48 yuan per 10 shares (tax included) based on the adjusted total share capital [10][11].

Core Points - The company is holding its second extraordinary general meeting of shareholders in 2025 to ensure the rights of all shareholders and maintain order during the meeting [1] - The meeting will include a proposal to change the company's registered capital and amend the articles of association [6][8] Meeting Procedures - A meeting affairs group will be established, led by the company’s board secretary, to manage the meeting's procedures [1] - Shareholders and their representatives must arrive at the meeting venue 30 minutes prior to the start to complete registration and present necessary documents [2] - Shareholders have the right to speak, inquire, and vote, but must register in advance to speak and adhere to time limits [3] - Voting will be conducted via a named ballot system, with each share carrying one vote [4] - The meeting will utilize both on-site and online voting methods [6] Shareholder Rights and Responsibilities - Shareholders are expected to respect the meeting's order and maintain a quiet environment [6] - Any costs incurred by shareholders attending the meeting will be borne by them, and no gifts or accommodations will be provided by the company [6] Capital Increase and Stock Issuance - The company has completed the grant registration for the 2025 restricted stock incentive plan, issuing 474,100 shares to 42 incentive targets, raising a total of 12,566,020.50 RMB [7] - Following the issuance, the total number of shares will increase from 70,198,912 to 70,673,012 [7] Amendments to Articles of Association - The company plans to revise its articles of association to improve governance and align with operational needs, with specific changes outlined [8]

Group 1 - The company is holding its first extraordinary general meeting of shareholders in 2025 on September 12, 2025, at 14:30 in Hefei, Anhui Province [1][8] - All shareholders registered by the close of trading on September 5, 2025, are entitled to attend the meeting and may appoint a proxy to vote on their behalf [2][3] - The meeting will be presided over by the chairman, Mr. Wu Yinghong, and will include a sign-in period, introduction of attendees, and voting procedures [2][3] Group 2 - The agenda includes the proposal to abolish the supervisory board and amend the company's articles of association to enhance corporate governance [3][4] - The company plans to revise certain governance systems in accordance with updated laws and regulations to improve governance standards [5][6] - A proposal for the re-election of a non-independent director, Mr. Yu Daqian, has been submitted for shareholder approval [8][10]