登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：002926 证券简称：华西证券 公告编号：2025-048 华西证券股份有限公司 关于监事离任的公告 三、备查文件：公司2025年第一次临时股东大会决议。 特此公告。 华西证券股份有限公司董事会 2025年11月21日 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有虚假记载、误导性陈述或重大遗 漏。 一、监事离任情况 根据《公司法》《上市公司章程指引》及公司2025年第一次临时股东大会审议通过的《关于修订〈公司 章程〉及其附件并取消公司监事会的议案》，公司取消监事会，监事会职责由董事会审计委员会承接。 因此，监事会主席徐海先生、监事何江先生、职工监事刘向荣先生的监事职务自然解除。徐海先生、刘 向荣先生离任监事职务后仍在公司任职，何江先生离任后不再担任公司任何职务。 二、监事离任对上市公司的影响 本次监事离任系公司治理结构优化调整所致，公司董事会审计委员会已正式承接原监事会相关职责，公 司治理结构完整，运作正常。 截至本公告披露日，徐海先生、何江先生、刘向荣先生未持有公司股 份，不存在应当履行而未履行的承诺事项。公司对徐海先生、何江先 ...

Core Viewpoint - Shandong Hualu Hengsheng Chemical Co., Ltd. has revised its articles of association to optimize its governance structure, including the establishment of an audit committee in place of a supervisory board, which aims to enhance decision-making efficiency and governance effectiveness [1][2]. Governance Structure Adjustments - The most significant change in the revised articles is the optimization of the governance structure, where the supervisory board is replaced by an audit committee composed of 3 to 5 non-executive directors, with a majority being independent directors led by a professional accountant [2]. - The board will consist of 11 directors, including 4 independent directors (36.4%) and 1 employee representative, with the party committee's leadership integrated into the governance structure [2]. Capital and Share Management Rules - The current registered capital of Hualu Hengsheng is 2.123 billion yuan, with a total of 2.123186662 million shares, all of which are ordinary shares [3]. - The articles strengthen restrictions on share transfers, limiting annual transfers by directors and senior management to 25% of their total holdings, and imposing a six-month restriction on transfers after leaving the company [3]. Decision-Making Authority Allocation - The new articles clarify the decision-making authority between the board and the shareholders' meeting, establishing a layered decision-making mechanism [4]. - Specific transaction matters requiring board approval include transactions exceeding 10% of total assets or 10% of net assets with an absolute amount exceeding 10 million yuan [4]. Profit Distribution Policy Clarification - The articles detail the profit distribution policy, prioritizing cash dividends, with specific ratios based on the company's maturity and investment plans [5][6]. - The company must distribute at least 30% of the average distributable profit in cash over the last three years, with mid-term dividends also permitted [6]. Investor Protection Mechanisms Enhancement - To protect minority shareholders' rights, the articles stipulate that shareholders holding more than 3% for 180 consecutive days can access accounting records [7]. - The company will establish an investor relations management system to ensure shareholder communication and information rights [7].

为进一步完善公司治理结构，东易日盛家居装饰集团股份有限公司（以下简称"公司"）于2025年11月17 日发布《公司章程》修订公告。本次修订涉及法定代表人制度、股份发行与收购、股东权利、董事会及 监事会职权等多个核心领域，重点强化审计委员会职能，明确董监高责任边界，旨在提升公司治理水 平。 法定代表人制度规范化 修订后的章程新增法定代表人履职责任条款，明确董事长辞任即视为同时辞去法定代表人职务，公司需 在30日内确定新任法定代表人。同时规定，法定代表人执行职务造成他人损害的，由公司承担民事责 任，公司有权向有过错的法定代表人追偿。这一修订进一步厘清了法定代表人的权责边界，强化了责任 追溯机制。 股份发行与收购规则调整 在资本运作方面，章程修订主要涉及： 股份发行方式：将原"公开发行股份"和"非公开发行股份"调整为"向不特定对象发行股份"和"向特定对象 发行股份"，表述更符合现行监管要求。 股份收购情形：新增"上市公司为维护公司价值及股东权益所必需"的股份收购情形，为公司实施股份回 购提供更大灵活性。 股东权利保障机制升级 修订案进一步充实股东权利内容，包括： 查阅权扩展：股东除查阅股东会决议、财务报告外，符合规 ...

Core Viewpoint - The recent board member nominations at Zhuoyue Technology (002369.SZ) mark a significant transition following the change of the largest shareholder, indicating a new phase of development for the company [1] Group 1: Board Composition - The new board will consist of 7 members, including 4 non-independent directors and 3 independent directors, ensuring a balanced and professional decision-making structure [1] - The independent directors will constitute no less than one-third of the board, which supports both operational continuity and governance compliance [1] Group 2: Non-Independent Directors - The nominated non-independent directors bring diverse expertise from various fields such as cross-border trade, corporate management, financial investment, and electronic information, enhancing the company's strategic planning and operational development [2] - Chen Yong, a key candidate, has 18 years of experience in cross-border trade and controls 4.5% of the voting rights, positioning him as a significant stakeholder who can leverage his resources to elevate the company [2] - Li Xingfang, a veteran member, will help maintain operational stability and assist new board members in acclimating to the company's environment [3] - Chen Liang's background in finance and investment management is expected to enhance the company's capital operations and market resource connections [3] - Qi Yaojun, with extensive experience in the electronic information sector, is anticipated to invigorate the company's technology development and industrial upgrades [3] Group 3: Independent Directors - The three independent directors possess expertise in financial auditing, integrated circuit technology, and corporate financial management, forming a complementary advisory team for the company [4] - Yuan Zuliang's experience in internal control and compliance will significantly aid in financial oversight and capital operations [4] - Wang Mingjiang's insights into integrated circuits and electronic information trends will provide valuable guidance for the company's technology and product innovation [4] - Dong Shengxue's dual expertise in practical finance and academic teaching will enhance governance transparency and protect minority shareholders' rights [5] Group 4: Future Outlook - The board's restructuring reflects a strategic commitment to focus on core competencies and enhance competitive advantages, with expectations for improved integration of smart manufacturing and cross-border e-commerce resources [6] - The new decision-making team is poised to seize emerging opportunities, making the company's future development promising [6]

Group 1 - The company will hold its first extraordinary general meeting of shareholders in 2025 on November 28, 2025 [2][5] - The meeting will utilize the Shanghai Stock Exchange's online voting system, allowing shareholders to vote both on-site and online [3][5] - The meeting will take place at 1:30 PM at a specified location in Shanghai [5][10] Group 2 - The company has approved a guarantee for its wholly-owned subsidiary, Ningbo Taixin Microelectronics Co., Ltd., with a maximum guarantee amount of RMB 20 million [21][25] - The guarantee is intended to support the subsidiary's business needs and is deemed necessary and reasonable by the board [25][26] - The total amount of guarantees provided by the company to its subsidiaries is RMB 126.12 million, which is 5.38% of the company's latest audited net assets [27] Group 3 - The company has announced the resignation of its securities affairs representative, Ma Jun, and appointed Zeng Zhiqi as the new representative [30][31] - Zeng Zhiqi has the necessary qualifications and experience for the role and will assist the board secretary [31][33] - The contact information for the new securities affairs representative has been provided for shareholder inquiries [32] Group 4 - The company plans to cancel its supervisory board and integrate its responsibilities into the audit committee of the board to enhance governance [34][35] - The registered capital will be adjusted from RMB 240 million to RMB 240.74 million following the completion of a stock incentive plan [35][36] - The company will revise its articles of association to align with new regulations and the changes in registered capital [36][37]

Core Points - Beijing Changan Technology Co., Ltd. announced the resolutions from the 20th meeting of its fourth board of directors held on November 7, 2025, which included important proposals for amending the company's articles of association and convening the fifth extraordinary general meeting of shareholders in 2025 [1][2] Group 1: Board Meeting Overview - The fourth board of directors' 20th meeting was held on November 7, 2025, with all 9 directors present, confirming the meeting's compliance with relevant laws and regulations [2] - The meeting was convened and presided over by Chairman Zheng Jiasheng, and the resolutions passed were deemed legally valid [2] Group 2: Core Proposal Details - The proposal to amend the articles of association was unanimously approved to enhance the company's governance structure, aligning with the latest legal requirements and the company's actual situation [3] - The voting results for the amendment proposal were 9 votes in favor, 0 against, and 0 abstentions, with the proposal requiring further approval from the fifth extraordinary general meeting of shareholders [3] Group 3: Extraordinary General Meeting - The board approved the proposal to hold the fifth extraordinary general meeting of shareholders on November 25, 2025, at 14:30, utilizing both on-site and online voting methods [4] - The voting results for this proposal were also 9 votes in favor, 0 against, and 0 abstentions [4] Group 4: Documentation and Compliance - The board's resolutions and related documents will be disclosed on the official website, ensuring compliance with legal and regulatory requirements [5] - The company commits to advancing the preparations for the shareholder meeting and the amendments to the articles of association in accordance with relevant laws and regulations [5]

Core Viewpoint - The company, Shenwan Hongyuan Hong Kong (00218.HK), announced the cancellation of its Executive Director Committee effective November 5, 2025, to optimize its corporate governance structure and improve operational management efficiency [1] Group 1 - The Executive Director Committee's responsibilities will be transferred to the Board of Directors and the Company's Management Committee following its dissolution [1] - The positions of the Chairman and members of the Executive Director Committee will be automatically terminated with the committee's cancellation [1]

Core Points - Fuyao Glass (600660) underwent a significant management change on November 3, with Cao Dewang stepping down as the legal representative and transitioning from chairman to director, while Cao Hui was appointed as the new legal representative and chairman [1] - The company aims to optimize its governance structure strategically for sustainable development, as indicated by the announcement made on October 16 regarding Cao Dewang's resignation from the chairman position [1] Company Overview - Fuyao Glass Industry Group Co., Ltd. was established in June 1992, with a registered capital of approximately 2.61 billion RMB [1] - The company's business scope includes the production of automotive glass, decorative glass, and other industrial technical glass, as well as glass installation and after-sales services [1] - Fuyao Glass also develops and produces high-quality float glass [1] Shareholder Information - The company is jointly held by Hong Kong Central Clearing Limited, China Securities Finance Corporation, and other shareholders [1]

Core Viewpoint - The recent wave of A-share companies canceling their supervisory boards signifies a shift towards optimizing corporate governance structures in line with modern standards, rather than a weakening of oversight mechanisms [1][2]. Group 1: Background and Historical Context - The establishment of the supervisory board was driven by the need for power balance in the early stages of capital market development, aimed at protecting shareholder rights, especially those of minority shareholders [1]. - The supervisory board played a crucial role in reinforcing market foundations and building investor confidence during specific phases of capital market development [1]. Group 2: Current Changes and Legal Framework - As the capital market matures and business complexities increase, the supervisory board has revealed shortcomings such as insufficient professional oversight and delayed information acquisition [2]. - The new Company Law, effective July 1, 2024, allows companies to establish audit committees within the board of directors to assume the supervisory board's functions, with a deadline for adjustments set for January 1, 2026 [2][3]. Group 3: Advantages of the Audit Committee - The audit committee is expected to have stronger professional independence, as its members are required to have financial and legal expertise, with independent directors holding a majority [2][3]. - The audit committee can participate directly in major decision-making processes, shifting oversight from post-event checks to real-time evaluations, enhancing risk prevention capabilities [3]. - The integration of supervisory functions into the board clarifies responsibilities, compelling the board to support the audit committee effectively and ensuring a balance of decision-making and oversight [3]. Group 4: Implementation and Future Outlook - The success of the reform hinges on the audit committee's ability to fulfill its supervisory role, which requires stringent criteria for member qualifications, detailed operational guidelines, and transparent communication with minority shareholders [3][4]. - The transition from supervisory boards to audit committees represents a fundamental restructuring of oversight logic in the capital market, focusing on effectiveness over mere compliance [4]. - The anticipated development of a new supervisory system centered around audit committees is expected to enhance shareholder protection and market order, contributing to the high-quality development of the A-share market [4].

Core Viewpoint - The optimization of corporate governance structures in the A-share market is gaining momentum, with 1975 companies initiating the cancellation of supervisory boards this year, representing over half of listed companies, indicating a shift towards modern governance standards [1][2] Group 1: Background and Historical Context - The establishment of the supervisory board system was driven by the need for power balance in the early stages of capital market development, aimed at protecting shareholder rights, especially those of minority shareholders [1] - The supervisory board played a crucial role in preventing internal control and regulating business conduct during specific phases of capital market development [1] Group 2: Current Challenges and Legal Framework - The supervisory board system has revealed shortcomings such as lack of professional oversight and delayed information acquisition as the capital market matures and business complexity increases [2] - The new Company Law, effective July 1, 2024, allows companies to establish audit committees within the board of directors to assume the supervisory board's functions, with a deadline for implementation set for January 1, 2026 [2][3] Group 3: Advantages of the Audit Committee - The audit committee is expected to have stronger professional independence, as its members are required to have financial and legal expertise, with independent directors holding a majority [2][3] - The audit committee can participate directly in major decision-making processes, shifting the supervision from a post-event check to real-time oversight, enhancing risk prevention capabilities [3] - The internalization of supervisory functions within the board clarifies responsibilities, ensuring that the board must support the audit committee's work, thus avoiding previous governance issues of overlapping responsibilities [3] Group 4: Implementation and Future Outlook - The effectiveness of the reform hinges on the audit committee's ability to fulfill its supervisory role, which requires stringent criteria for member qualifications, detailed operational guidelines, and transparent communication with minority shareholders [3][4] - The transition from supervisory boards to audit committees represents a fundamental shift in the logic of market supervision, focusing on effectiveness over mere compliance, which is expected to enhance shareholder protection and market order [4]