证券代码：600511 证券简称：国药股份 公告编号：临 2025-024 国药集团药业股份有限公司 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。 "公司"或"国药股份"）召开第八届董事会第二十七次会议， 会议审议通过了《国药股份关于取消监事会并修订〈公司章程〉 的议案》，同日召开第八届监事会第二十次会议，会议审议通过 了《国药股份关于取消监事会并修订〈公司章程〉的议案》《国 。具体情况如下： 药股份关于废止〈监事会议事规则〉的议案》 一、修订的总体情况 根据《中华人民共和国公司法(2023 年修订)》 《上市公司章 程指引(2025 年修订)》等相关规定，为进一步优化公司治理结 构，提升公司规范运作水平，对《公司章程》进行全面修订，结 合本次《公司章程》的修订： 承接； 《董事会议事规则》亦作出相应修订并废止《监事会议事规则》 。 公 司 对 卢 海 青 女 士 、徐 定 立 先 生 、蒙 剑 芸 女士在任职 期间为公司做出的贡献表示衷心的感谢！ 二、 修订的主要内容 本次《公司 ...

证券代码：000796 证券简称：凯撒旅业 公告编号：2025-040 凯撒同盛发展股份有限公司 关于变更经营范围、取消监事会及风控委员会并修订《公 司章程》的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记 载、误导性陈述或重大遗漏。 凯撒同盛发展股份有限公司(以下简称"公司")于 2025 年 7 月 29 日召开第十 一届董事会第十八次会议，审议通过《关于变更经营范围、取消监事会及风控委员会 并修订 <公司章程> 的议案》，本议案尚需提交公司 2025 年第二次临时股东大会审议。 现将具体情况公告如下： 一、变更公司经营范围 结合公司当前业务实际开展情况，为更准确反映公司核心业务方向，拟对经营范 围进行优化调整，具体如下： 变更前经营范围： 百货，纺织品，摩托车，普通机械，电器设备，塑料制品，化工产品及原料（除 专营），烟酒，食品，粮油制品，日用杂品，金属材料，木材，五金交电，音像制品， 钻石珠宝，黄金首饰，冷饮，建材，汽车（含小轿车），汽车配件的销售，柜台租赁， 饮食服务，房地产开发，广告，路桥收费，图书，报刊（零售）、项目投资与资产管 理，旅游管理服务。 拟变更后经营范围： ...

Core Viewpoint Shenzhen Oat Technology Co., Ltd. is undergoing significant corporate governance changes, including the cancellation of its supervisory board, adjustments to its registered capital, and revisions to its articles of association, aimed at enhancing operational efficiency and compliance with regulatory standards [1][2]. Group 1: Changes in Registered Capital - The company has completed the registration of an additional 752,280 shares due to the fulfillment of conditions for the second vesting period of its 2022 restricted stock incentive plan, increasing its registered capital to RMB 145,600,816 [1][2]. Group 2: Cancellation of Supervisory Board - The company plans to abolish its supervisory board and the associated rules to streamline its governance structure, integrating the supervisory responsibilities into the audit committee of the board of directors [2][3]. Group 3: Amendments to Articles of Association - Amendments to the articles of association are proposed to enhance compliance with the Company Law and relevant regulations, reflecting the cancellation of the supervisory board and changes in registered capital [2][3]. Group 4: Internal Governance System Revisions - The company intends to revise and establish several internal governance systems, including the rules for shareholder meetings and related party transaction management, to promote standardized operations [3][4].

Core Viewpoint - The company has decided to abolish the supervisory board and amend its articles of association to enhance corporate governance and operational efficiency [1][2]. Summary by Relevant Sections Corporate Governance Changes - The company will no longer establish a supervisory board, with the audit committee of the board of directors assuming the powers previously held by the supervisory board as per the Company Law of the People's Republic of China [1][2]. - The second supervisory board will continue its duties until the revised articles of association are approved by the shareholders' meeting, after which current supervisory board members will cease their roles [1][2]. Amendments to Articles of Association - A total of 217 clauses in the articles of association will be amended, with the remaining clauses unchanged [2]. - The amendments are based on the Company Law, the Securities Law, and relevant regulations from the China Securities Regulatory Commission [2]. Legal Compliance - The revised articles of association and related rules will be submitted for approval at the shareholders' meeting, and the final content will be subject to regulatory and registration authority approval [2].

Core Viewpoint - Suzhou Dongwei Semiconductor Co., Ltd. is holding its first extraordinary general meeting of shareholders in 2025 to discuss several key proposals, including the cancellation of the supervisory board, adjustments to the board of directors, and the implementation of a restricted stock incentive plan [1][6]. Group 1: Meeting Procedures - Shareholders and their representatives must sign in at least half an hour before the meeting and present necessary identification documents [2][3]. - The meeting will follow a specific agenda, allowing shareholders to exercise their rights to speak, inquire, and vote [2][3][4]. - Voting will be conducted through both on-site and online methods, with results announced after the meeting [3][6]. Group 2: Proposals Overview - Proposal 1 involves the cancellation of the supervisory board, with its powers transferred to the audit committee of the board of directors, and amendments to the company's articles of association [6][7]. - Proposal 2 focuses on the formulation and revision of governance systems to align with the latest legal and regulatory requirements [10]. - Proposal 3 presents the draft of the 2025 restricted stock incentive plan aimed at attracting and retaining talent while aligning interests among shareholders, the company, and employees [11][12]. - Proposal 4 outlines the management measures for the implementation of the restricted stock incentive plan [13]. - Proposal 5 seeks authorization for the board to handle matters related to the restricted stock incentive plan, including adjustments based on corporate actions [14]. - Proposal 6 proposes a change in the accounting firm for the 2025 fiscal year, moving from Tianjian Accounting Firm to Zhihong Accounting Firm, citing business development needs [16][19].

Investment Rating - The investment rating for the company is "Buy" (maintained) [4] Core Views - The company is a leading private brokerage firm with optimized governance structure and a potential for a "Davis Double" effect [1] - The A-share and Hong Kong stock markets are gradually emerging from a long bull market, and the brokerage sector may welcome a new wave of innovation encouragement [1][2] - The company has a balanced business structure and excellent profitability, with a leading position in wealth management and a recovering investment banking business [1] Market and Policy Drivers - Market factors include the internationalization of the RMB, which is expected to drive a systematic revaluation of RMB assets, alongside domestic liquidity easing [1] - Policy support is anticipated to continue, benefiting brokerages as key participants in the capital and monetary markets [1][2] - The brokerage sector is expected to experience a "Davis Double" effect in terms of valuation and performance [1] Financial Forecasts - Projected net profit growth rates for 2025E-2027E are 23.9%, 16.4%, and 15.3% respectively [2][8] - The current price corresponds to a 2025 PB of 1.2x, which is below the average valuation of 1.4x for the brokerage sector [2] Target Price and Upside Potential - The target price is set at 27.18 CNY based on a 1.5x PB for 2026, indicating a potential upside of 36% [3]

Group 1 - The company has decided to abolish the supervisory board, transferring its powers to the audit committee of the board of directors, in order to enhance operational efficiency and decision-making quality [1][2] - The number of board members will be adjusted from 7 to 8, comprising 3 independent directors and 4 non-independent directors, including employee representatives [1] - The company will revise its articles of association to reflect the cancellation of the supervisory board and to update various provisions accordingly [2] Group 2 - The company is implementing changes to its governance structure and management systems to comply with relevant regulations and improve operational standards [2] - Certain governance documents, including the management of shareholding by directors and senior management, will require approval from the shareholders' meeting [2]

Group 1 - The company will hold its first extraordinary general meeting of shareholders in 2025 on August 1, 2025, with specific procedures outlined for attendance and voting [1][4][5] - Shareholders must present identification and relevant documents to confirm their attendance and voting rights [2][3] - The meeting will include a series of agenda items, including the election of voting and monitoring members, and the discussion and voting on various proposals [8] Group 2 - Proposal one involves the cancellation of the supervisory board and the revision of the company's articles of association, transferring the supervisory functions to the audit committee of the board [6][7] - Proposal two focuses on revising the rules governing shareholder meetings to enhance operational efficiency and protect shareholder rights [9] - Proposal three aims to revise the rules governing board meetings to promote sustainable development and operational efficiency [10] - Proposal four seeks to enhance the efficiency and independence of independent directors through revisions to the independent director working system [12] - Proposal five is about revising the implementation details of the cumulative voting system to improve decision-making efficiency at shareholder meetings [12]

Group 1 - The first extraordinary general meeting of shareholders for Jianmin Pharmaceutical Group Co., Ltd. is scheduled for July 30, 2025, at 14:00 in Wuhan [1][2] - The meeting will combine on-site voting and online voting through the Shanghai Stock Exchange's shareholder meeting voting system [4][7] - The agenda includes the review and voting on the proposal to amend the company's articles of association [8][9] Group 2 - The meeting will be presided over by Vice Chairman Xu Liang, with Secretary of the Board Zhou Jie recording the minutes [1][2] - Shareholders or their legal representatives must register 30 minutes before the meeting and present necessary identification [6] - The voting process will include a break, followed by the announcement of voting results after the market closes at 15:00 [2][5] Group 3 - The proposed amendments to the articles of association aim to enhance corporate governance by removing the supervisory board and transferring its responsibilities to the audit committee [8][9] - New sections will clarify the roles and obligations of controlling shareholders and actual controllers, as well as the responsibilities of independent directors [9][21] - The amendments will also standardize the procedures for convening shareholder meetings and clarify the qualifications for directors and senior management [9][10]

Group 1 - The company has decided to abolish the supervisory board and adjust the number of board members from 9 to 8 to enhance operational efficiency and governance structure [2][3] - The supervisory board's powers will be transferred to the audit committee of the board, and related internal regulations will be abolished [2] - The company aims to revise its articles of association to align with the latest regulations and improve its governance structure [3] Group 2 - The company will amend specific clauses in its articles of association to better protect the rights of shareholders and creditors [3][4] - The registered capital of the company is reported to be RMB 12,253.1446 million [4] - The company will ensure that all shares issued have equal rights and obligations, adhering to principles of fairness and transparency [5][6]