登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：002512 证券简称：达华智能 公告编号：2025-053 福州达华智能科技股份有限公司 关于召开公司2025年第二次临时股东大会的通知 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。 一、召开会议的基本情况 1、股东会届次：公司2025年第二次临时股东大会 2、股东会的召集人：董事会 3、本次会议的召集、召开符合《中华人民共和国公司法》《深圳证券交易所股票上市规则》《深圳证 券交易所上市公司自律监管指引第1号一一主板上市公司规范运作》等法律、行政法规、部门规章、规 范性文件及《公司章程》的有关规定。 6、会议的股权登记日：2025年12月02日 7、出席对象： （1）在股权登记日持有公司股份的普通股股东或其代理人；股权登记日下午收市时在中国结算深圳分 公司登记在册的公司全体普通股股东均有权出席股东大会，并可以以书面形式委托代理人出席会议和参 加表决，该股东代理人不必是本公司股东。 （2）公司董事、监事及高级管理人员； （3）公司聘请的律师； 8、会议地点：福建省福州市鼓楼区软件大道89号福州软件园 ...

Core Points - The company held a temporary board meeting on November 10, 2025, where several resolutions were passed regarding amendments to the company's articles of association and related regulations [1][2][4][10]. Group 1: Amendments to Articles of Association - The board approved the proposal to amend the articles of association, which includes the cancellation of the supervisory board and its powers being transferred to the audit committee of the board [1][4]. - The board also agreed to modify the rules of the shareholders' meeting and the board meeting, with the shareholders' meeting rules being renamed [2][4]. Group 2: Related Institutional Changes - The board approved modifications and the establishment of various internal regulations, including the audit committee's rules, nomination committee's rules, and several management and disclosure policies [4][5][6]. - New regulations such as the "Director Departure Management System" and "Significant Information Internal Reporting System" were also established [4][5]. Group 3: Upcoming Shareholder Meeting - The company has scheduled the third temporary shareholder meeting for November 28, 2025, to review the proposed amendments and other significant matters [8][9]. - The meeting will be conducted both in-person and via online voting, with specific time slots for participation [15][16][24].

Core Viewpoint - The company has disclosed its third-quarter financial report for 2025, ensuring the accuracy and completeness of the information provided [2][11]. Financial Data - The third-quarter financial report has not been audited [6]. - The company does not require retrospective adjustments or restatements of previous accounting data [3]. - There are no non-recurring profit and loss items applicable for the reporting period [3]. Shareholder Information - The company’s registered capital will increase from 110 million yuan to 110.49 million yuan, with the total number of shares rising from 110 million to 110.49 million [20][15]. - The board of directors has confirmed that the changes in registered capital and the corresponding amendments to the Articles of Association do not require further approval from the shareholders [14][23]. Board Meeting - The fourth board meeting was held on October 24, 2025, with all eight directors present, and the meeting complied with relevant laws and regulations [8]. - The board approved the third-quarter report and the proposal to change the registered capital and amend the Articles of Association [9][13].

Meeting Overview - The shareholders' meeting was held on September 18, 2025, at the company's conference room located at No. 2, Xinqiao South Street, Mentougou District, Beijing [1] - The meeting was conducted with both on-site and online voting, hosted by the chairman, Mr. Xue Lingguang, and complied with the Company Law and Articles of Association [1] - A total of 10 directors were in office, with 6 attending the meeting; 3 supervisors attended, and key executives were present [1] Proposal Review - The proposal to amend the Articles of Association was approved, with the shareholders authorizing the company to handle related business registration changes [2] - The proposal required a special resolution, which was passed with over two-thirds of the voting rights held by attending shareholders [3] Legal Witness - The meeting was witnessed by Guohao Law Firm (Beijing), represented by lawyers Yao Chengchen and Zhang Xuan [4] - The lawyers concluded that the meeting's procedures, participant qualifications, and voting results were in compliance with legal regulations and the Articles of Association, deeming the results valid [5]

Group 1 - The company held its 13th meeting of the 7th Board of Directors on September 5, 2025, with all 5 directors present, including an independent director participating via remote voting [1] - The Board approved the proposal to change the auditing firm to Unitaizhenqing Accounting Firm for the 2025 financial statement audit and internal control audit, pending shareholder approval [1][2] - The company plans to amend its Articles of Association in accordance with new laws and regulations, with specific amendments to be detailed in a separate announcement [2][3] Group 2 - The company has developed and revised several corporate governance systems, including rules for shareholder meetings, board meetings, and various committee working regulations, all pending shareholder approval [3][4] - A third extraordinary general meeting is scheduled for September 22, 2025, at 14:30 to discuss the proposed amendments and other matters [4][5]

Group 1 - The company held its 8th meeting of the 7th Supervisory Board on September 5, 2025, with all three supervisors present, complying with legal and regulatory requirements [1] - The Supervisory Board approved the proposal to change the auditing firm to Yunitai Zhenqing Accounting Firm for the 2025 financial statement audit and internal control audit, pending shareholder approval [1] - The company plans to amend its articles of association in accordance with the new Company Law and relevant regulations, with specific amendments to be published [2]

Meeting Overview - The company will hold its first extraordinary general meeting of 2025 on September 8, 2025 [1][2] - The meeting will be convened by the board of directors and is compliant with relevant laws and regulations [1][10] Meeting Details - The meeting will take place at 2:45 PM on September 8, 2025, with network voting available throughout the day [2][3] - Shareholders can vote either in person or via online platforms provided by the Shenzhen Stock Exchange [4][16] Attendance and Registration - Shareholders registered by the close of business on September 3, 2025, are eligible to attend [5][6] - Registration for attendance can be done in person or through authorized representatives [12][13] Agenda Items - The meeting will include proposals for amending the company's articles of association and electing a non-independent director [15][10] - A special resolution requires approval from at least two-thirds of the voting rights present [10][11] Voting Procedures - Voting will be conducted through both physical attendance and online systems, with specific time slots for online voting [3][18] - All proposals are non-cumulative voting items, and the first valid vote will be considered in case of duplicate votes [17][19] Additional Information - The company will not cover travel expenses for attending shareholders [20] - Contact information for inquiries is provided, including phone and fax numbers [21]

Core Points - The company is holding a shareholders' meeting to discuss amendments to its Articles of Association, aiming to enhance governance and protect minority shareholders' rights [4][5][7] - The meeting will follow strict procedures to ensure order and compliance with legal requirements, including registration and identification verification for attendees [1][2][3] Meeting Procedures - Shareholders or their representatives must arrive 30 minutes before the meeting and present identification and relevant documents for registration [1] - Only authorized individuals, including shareholders, directors, supervisors, and invited professionals, are allowed to attend the meeting [1][2] - Shareholders have the right to speak and vote, but must register their intention to speak during the sign-in process [2][3] - Questions unrelated to the agenda or that may harm the company's interests can be refused by the meeting host [3] Agenda Overview - The meeting will include the reading of the proposed amendments to the Articles of Association, followed by discussions and voting on the proposals [4][5] - The proposed amendments include clarifications on the responsibilities of controlling shareholders, protection measures for minority shareholders, and adjustments to the procedures for convening and conducting meetings [5][6][7] Voting Process - Voting will be conducted by a named ballot, with each share representing one vote [3] - Shareholders must fill out the ballot correctly; any invalid ballots will be considered as abstentions [3] - Results will be announced by the host after counting, and legal opinions will be read by a lawyer [3][6] Amendments to Articles of Association - Key changes proposed include defining the duties of controlling shareholders, enhancing protections for minority shareholders, and optimizing the procedures for convening meetings [5][7] - The amendments aim to align the company's governance with regulatory requirements and improve operational efficiency [4][5]

Core Viewpoint - Fuyao Glass Industry Group Co., Ltd. plans to distribute cash dividends of RMB 0.90 per share to its A and H shareholders, amounting to a total of RMB 2,348,769,178.80, which represents 48.88% of the net profit attributable to ordinary shareholders for the first half of 2025 [1][2]. Financial Summary - The net profit attributable to ordinary shareholders under Chinese accounting standards is RMB 4,804,711,711, while under international financial reporting standards, it is RMB 4,804,424,175 [1]. - The total number of shares as of June 30, 2025, is 2,609,743,532 [1]. Dividend Distribution Plan - The proposed cash dividend distribution will be based on the total number of shares registered on the dividend record date, with a cash dividend of RMB 0.90 per share (tax included) [1]. - The remaining undistributed profits will be carried forward to the second half of 2025 [1]. Corporate Governance - The board of directors has authorized Mr. Ye Shu or Mr. Chen Xiangming to handle all matters related to the dividend distribution [2]. - The company will maintain the per-share distribution ratio even if the total number of shares changes before the record date, with adjustments to the total distribution amount to be announced separately [2]. Amendments to Articles of Association - The company is proposing amendments to its Articles of Association to align with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [4][5]. - The amendments include changes to the definitions of stakeholders and the responsibilities of the legal representative [4][5].

Core Viewpoint - The company is holding a shareholder meeting to discuss the election of a new board member, amendments to the company charter, and the extension of commitments to avoid potential competition with its controlling shareholder [1][3][4]. Group 1: Election of Board Member - The company proposes to elect Mr. Bai Luzhen as a director to replace Mr. Zhang Liangli, who is stepping down [1]. - Mr. Bai meets all legal and regulatory qualifications for the position and has not faced any penalties from regulatory bodies [1]. Group 2: Amendment to Company Charter - The company has revised its charter to remove references to the "Vice Chairman" position [3]. - The final content of the amended charter will be subject to approval by the relevant registration authority [3]. Group 3: Extension of Commitment to Avoid Competition - The controlling shareholder, Zhejiang Energy Group, has requested an extension of the commitment period to avoid potential competition with the company, extending it from 36 months to 72 months [4][6]. - The original commitment was made in September 2022, ensuring that the company would not engage in competitive activities with Zhejiang Energy Group's subsidiaries [4][6]. Group 4: Related Party Transactions - The company plans to sign a "Cultivation Agreement" with its controlling shareholder to leverage its advantages in strategic development and resource supply [7][9]. - This agreement aims to mitigate risks associated with direct project development and ensure that the interests of minority shareholders are protected [10][12].