证券代码：601139 证券简称：深圳燃气 公告编号：2025-037 债券代码：113067 债券简称：燃23转债 深圳燃气第五届董事会 第三十七次会议（临时会议）决议公告 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。 深圳市燃气集团股份有限公司（以下简称"公司"）第五届董事会第三十七次会议（临时会议）于2025年 9月9日（星期二）以通讯方式召开，会议应到董事14名，实际表决14名，符合《公司法》及《公司章 程》的规定。会议由公司董事长王文杰先生召集和主持，公司部分监事及高级管理人员列席了会议。 会议逐一审议通过以下议案： 一、会议以14票同意，0票反对，0票弃权的结果审议通过了《关于取消监事会并修订〈公司章程〉及其 附件的议案》。 董事会同意修订《公司章程》及其附件《股东会议事规则》《董事会议事规则》，拟不再设置监事会、 监事，由董事会审计委员会行使监事会职权，同时废止公司《监事会议事规则》，公司各项规章制度中 涉及监事会、监事的规定不再适用；公司董事会设置1名职工代表董事。内容详见《深圳燃气关于取消 监事会并修订〈公 ...

Core Viewpoint - Heshun Petroleum plans to cancel its supervisory board, transferring its powers to the audit committee of the board of directors, and will revise its articles of association and related governance systems [1][2] Company Announcement Summary - Heshun Petroleum will abolish the supervisory board and the positions of two shareholder representatives, who will continue to hold other positions within the company [1][2] - The company will revise its articles of association and seven governance systems to adjust its corporate governance structure [1][2]

Core Viewpoint - Yongchong Intelligent's stock price has decreased by 3.21% this week, closing at 10.56 yuan, with a total market capitalization of 5.15 billion yuan as of September 5, 2025 [1] Company Announcements - The third extraordinary general meeting of shareholders was held on September 1, 2025, where 238 participants represented 223,227,729 shares, accounting for 45.7739% of the total voting shares [2] - The meeting approved 13 resolutions, including the cancellation of the supervisory board and amendments to the company's articles of association, with all resolutions passed without any objections [2][3] - The company plans to appoint Zhonghui Certified Public Accountants as the auditing firm for the 2025 fiscal year, with an audit fee of 1.2 million yuan, unchanged from the previous year [3][5] - Zhang Caiqin was elected as a representative director of the fifth board of directors, with her term starting immediately and lasting until the board's term ends [4] Financial Instruments - The company issued convertible bonds named "Yong 02 Convertible Bonds" with a total issuance amount of 610.547 million yuan, with a term from August 4, 2022, to August 3, 2028 [5] - The initial conversion price is set at 14.07 yuan per share, while the current conversion price is 9.69 yuan per share [6]

Management Changes and Governance Structure - The company has appointed Qian Fang, a "post-80s" executive, as the new chairman, replacing the retired Ding Wubin [1][2] - This leadership change coincides with the completion of a significant capital increase of 3 billion yuan, which has improved the solvency indicators to a safe range [1] - The new management team is expected to optimize strategic layout and management efficiency in response to market changes and regulatory upgrades [2] Capital Structure and Financial Performance - The company completed a capital increase of 2.5586 billion yuan, raising its registered capital from 2.1 billion yuan to 4.6586 billion yuan, with the number of shareholders expanding to 16 [4] - The capital increase was driven by the need to improve solvency ratios, which had approached regulatory limits [4] - Despite the capital infusion, the company reported a net loss of 236 million yuan in the first half of 2025, with a significant quarterly loss of 311 million yuan in Q2, marking a year-on-year increase in losses of 124.76% [5][6] Business Strategy and Challenges - The company has attributed its performance decline to asset-liability management prior to the capital increase, leading to a shift in investment strategy towards long-term bonds and a reduction in equity investments [6] - Historical performance shows that since its establishment in 2014, the company has only achieved profitability in three out of ten years, indicating significant room for improvement in cost control, product structure optimization, and risk management [6]

Group 1 - The resignation of non-independent director Luo Zhiqing was due to the adjustment of the company's governance structure, but she will continue to serve as the deputy general manager, board secretary, and financial director [2] - Luo Zhiqing held 235,200 shares of the company as of the announcement date, and her resignation will not affect the minimum number of board members required by law [2][3] - The company held its first employee representative meeting on September 4, 2025, where Mr. Pang Xiaolong was elected as the employee director for the fourth board, serving until the board's term ends [3] Group 2 - The company held a shareholder meeting on September 4, 2025, with a total of 210 participants representing 131,074,705 shares, accounting for 58.9934% of the total voting shares [11] - The meeting adopted several resolutions, including the profit distribution plan for the first half of 2025, which received 99.6092% approval from the voting shareholders [15] - The proposal for the company to issue H-shares and list on the Hong Kong Stock Exchange was also approved with 99.6084% support [18]

Meeting and Attendance - The meeting was convened and conducted in accordance with relevant laws, regulations, and the company's articles of association [1] - Three supervisors were required to attend, and three supervisors attended or were authorized to attend [1] Proposal Review - The proposal to change the company's registered capital, business scope, company type, abolish the supervisory board, and amend the articles of association was approved. The registered capital increased from 60 million yuan to 83 million yuan, and the total number of shares increased from 60 million to 83 million. The company type changed to a listed joint-stock company, and new business activities include manufacturing, sales, and research of electronic special materials [1][2] Abolishment of Supervisory Board - The company plans to abolish the supervisory board and supervisors, transferring the supervisory board's powers to the audit committee of the board of directors. The original rules governing the supervisory board will also be abolished [2][3] Adjustment of Fund Investment Projects - The company intends to adjust the amount of funds allocated to investment projects based on the actual net amount raised and the status of each project [4] Use of Raised Funds - The company plans to use raised funds to replace pre-invested project funds and expenses related to the issuance of shares, as the funds have been secured [4][5] - The company will increase capital in its subsidiaries, Kunshan Dingjia Electronic Materials Co., Ltd. and Chongqing Dingjia Insulation Materials Co., Ltd., to implement investment projects [5] - The company intends to manage idle raised funds for cash management, with a maximum amount of 220 million yuan allocated for safe and liquid financial products, with a maximum investment period of 12 months [6]

Core Points - The company is holding its third extraordinary general meeting of shareholders on September 12, 2025, to discuss various proposals, including the cancellation of the supervisory board and amendments to the articles of association [2][5][6] - The meeting will utilize a combination of on-site and online voting methods to ensure shareholder participation [2][3] - The proposal to cancel the supervisory board is in line with the revised Company Law of the People's Republic of China and aims to enhance the efficiency of corporate governance [5][6][7] Meeting Agenda - The meeting will commence with the announcement of attendance and reading of the agenda [2] - Shareholders will have the opportunity to speak and ask questions, followed by responses from the board and management [3][4] - Voting will take place after discussions, with results being compiled and announced [2][4] Proposal Details - The proposal to abolish the supervisory board will transfer its responsibilities to the audit committee of the board, ensuring that internal oversight mechanisms remain intact [5][6] - Amendments to the articles of association will include changes in terminology and the adjustment of shareholding thresholds for certain actions [5][7] - The company will also seek authorization from shareholders for the general manager to handle the necessary registration changes following the approval of the proposals [5][6] Legal Compliance - The company emphasizes adherence to the regulations set forth by the China Securities Regulatory Commission and relevant laws during the meeting [3][4] - Legal representatives will be present to ensure compliance and provide legal opinions on the proceedings [4][6]

Group 1 - The issuer's board of directors approved amendments to the company's articles of association, shareholder meeting rules, and board meeting rules during the 37th meeting of the 8th board on August 12, 2025 [1][2] - The issuer's supervisory board also approved the proposal to abolish the supervisory meeting rules during its 13th meeting on the same day [2] - The second extraordinary general meeting of shareholders was held on August 28, 2025, where the amendments and the abolition of the supervisory meeting rules were ratified [2] Group 2 - The amendments and abolishment of rules are in compliance with legal regulations and the company's articles of association, and they will not adversely affect the company's daily management, operations, or debt repayment capacity [2][3] - The bondholder representative, Guotai Junan Securities, will closely monitor the issuer's principal and interest repayment situation and other significant matters affecting bondholders' interests [3][4]

Meeting Overview - The shareholders' meeting of Zhejiang Shaoxing Ruifeng Rural Commercial Bank Co., Ltd. is scheduled for September 11, 2025, at 14:00 [1] - The meeting will take place at the bank's headquarters in Shaoxing, Zhejiang Province [1] Meeting Agenda - The meeting will include the announcement of the start, content discussion, shareholder inquiries, attendance declaration, voting, and legal opinions [1][2] - Shareholders have the right to vote, speak, and inquire during the meeting [2] Voting Procedures - Voting will be conducted through both on-site and online methods, with each share granting one vote [2][3] - Votes must be clearly marked as "agree," "disagree," or "abstain," and improperly filled ballots will be considered as abstentions [3] Resolutions Proposed - Proposal to abolish the supervisory board and delegate its powers to the audit committee of the board of directors [4] - Proposal to amend the business scope and revise the company's articles of association, including changes to the governance structure [4][6] Governance Changes - The bank will no longer establish a supervisory board, and current supervisors will cease their roles [4] - The governance structure will be adjusted to enhance the board's authority and streamline operations [4][6] Business Scope Amendments - The bank's business scope will be updated to include various banking services, with specific exclusions for foreign exchange operations [6][16] - The revised articles of association will reflect these changes and require approval from regulatory authorities [6][16] Legal Compliance - The bank will ensure compliance with relevant laws and regulations during the restructuring process [4][6] - Legal opinions will be provided by Jiangsu Century Tongren Law Firm during the meeting [3]

Core Points - Getein Biotech, Inc. is holding its first extraordinary general meeting of shareholders in 2025 to discuss several key proposals aimed at improving corporate governance and operational efficiency [1][3][4] Group 1: Meeting Proposals - Proposal 1 involves the cancellation of the supervisory board and the amendment of the company's articles of association to enhance governance structure [3][4] - Proposal 2 includes multiple amendments to governance-related systems, such as the rules for board meetings, shareholder meetings, and the independent director work system [1][3][4] - The meeting will also address the abolition of the supervisory board's procedural rules and the revision of the external guarantee management system [1][3][4] Group 2: Meeting Procedures - The meeting is scheduled for September 15, 2025, at 14:00, and will be held both in-person and via an online voting system [2][3] - Shareholders must register and provide identification to participate, and they will have the right to speak and vote on the proposals presented [2][3] - Voting will be conducted through a named voting method, and all proposals will require a clear choice of "agree," "disagree," or "abstain" [2][3][4] Group 3: Governance Changes - The proposed changes aim to align the company's governance with the requirements of the Company Law and Securities Law of the People's Republic of China [3][4] - The amendments are designed to protect the rights of shareholders and ensure the company's operations are conducted in a transparent and efficient manner [3][4] - The company emphasizes the importance of maintaining order during the meeting and protecting the rights of all shareholders present [2][3]