（一）股东会的届次：2025年第三次临时股东会 （四）会议召开的日期、时间 登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：002297 证券简称：博云新材 编号：2025-044 湖南博云新材料股份有限公司 关于召开2025年第三次临时股东会的通知 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有虚假记载、误导性陈述或者重大 遗漏。 湖南博云新材料股份有限公司（以下简称"公司"或"博云新材"）于2025年12月4日召开第七届董事会第 二十二次会议审议通过了《湖南博云新材料股份有限公司关于提请召开2025年第三次临时股东会的议 案》，现就召开2025年第三次临时股东会（以下简称"本次股东会"）有关事宜通知如下： 一、召开会议的基本情况 现场会议召开时间为：2025年12月22日下午14:30 网络投票时间为：2025年12月22日 其中，通过深圳证券交易所交易系统进行网络投票的具体时间为：2025年12月22日上午9:15至9:25， 9:30至11:30，下午13:00至15:00；通过深圳证券交易所互联网投票系统投票的具体时间为：2025年12月 22日9:15一15:00期间的 ...

Core Points - The company held its third extraordinary general meeting of shareholders on November 17, 2025, with a combination of on-site voting and online voting [3][4][6] - The meeting was attended by 234 shareholders and representatives, holding a total of 909,872,039 shares, which accounted for 41.1498% of the total voting shares [8][9] - The meeting passed two key resolutions: the approval of the estimated daily related party transactions for 2025 and the revision of certain management systems [10][12] Meeting Details - The meeting was convened by the company's board of directors and presided over by Chairman Feng Luming [7][8] - The on-site meeting took place at the company's research building in Hangzhou, Zhejiang Province [5] - Voting was conducted from 9:15 AM to 3:00 PM on the same day, with specific time slots allocated for different voting methods [4] Voting Results - The resolution on daily related party transactions was approved with 99.9410% of the votes in favor, while the resolution to revise management systems received 97.1436% approval [11][12] - Among minority investors, 99.5171% supported the related party transactions resolution, while 87.4653% opposed the management systems revision [11][12] Legal Compliance - The meeting's procedures and voting results were confirmed to be in compliance with the Company Law and the company's articles of association by the attending lawyers [13][14]

Meeting Overview - The sixth extraordinary general meeting of shareholders was held on November 14, 2025, with both on-site and online voting options available [2][3] - The meeting was convened by the company's board of directors and presided over by Chairman Zhu Jiang [3] Attendance - A total of 89 shareholders attended the meeting, representing 145,413,970 shares, which is 30.1829% of the total voting shares [4] - Among them, 1 shareholder attended in person, representing 31,016,189 shares (6.4379%), while 88 shareholders participated via online voting, representing 114,397,781 shares (23.7450%) [5][6] Proposal Voting Results - The meeting approved several proposals, including amendments to various management systems, with the following key results: - The proposal to amend the "Rules of Procedure for Shareholders' Meetings" received 99.6579% approval [8] - The proposal to amend the "Rules of Procedure for Board Meetings" received 99.6619% approval [10] - The proposal to amend the "Independent Director Work System" received 99.6619% approval [11] - The proposal to amend the "External Guarantee Management System" received 99.6374% approval [13] - The proposal to amend the "Related Party Transaction Management System" received 99.6374% approval [13] - The proposal to amend the "External Investment Management System" received 99.6579% approval [14] - The proposal to amend the "Management System for the Use of Raised Funds" received 99.6555% approval [15] - The proposal to amend the "Appointment of Accounting Firm Special System" received 99.6663% approval [16] - The proposal to renew the appointment of the accounting firm received 99.6793% approval [17] Legal Opinion - The legal representatives from Beijing Jindu (Chengdu) Law Firm confirmed that the meeting's convening and procedures complied with relevant laws and regulations, and the voting results were deemed valid [18]

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 [3][6]. - There are no adjustments or restatements of previous accounting data [3]. - The company has no non-recurring profit and loss items to report [3]. Board Meeting - The 31st meeting of the 10th Board of Directors was held on October 29, 2025, with all 9 directors present [8][9]. - The board approved the third-quarter report and several other resolutions, including the absorption merger of subsidiaries and the liquidation of a subsidiary [11][13][15]. Shareholder Information - The company has confirmed that there are no changes in the major shareholders or their holdings that would affect the report [5]. Regulatory Compliance - The board meeting and its resolutions comply with relevant laws and regulations [10]. - The company has revised several internal management systems, including those related to investor relations and compliance [17][18][20][22].

Core Viewpoint - The company, Yiqiu Resources, has released its third-quarter report for 2025, ensuring the accuracy and completeness of the financial information presented [2][7]. Financial Data - The financial statements for the third quarter of 2025 have not been audited [3]. - The report includes major accounting data and financial indicators, although specific figures are not detailed in the provided text [3][4]. Corporate Governance - The board of directors and senior management have confirmed the authenticity and completeness of the quarterly report, taking legal responsibility for any inaccuracies [2][7]. - The board meeting held on October 27, 2025, approved the third-quarter report with unanimous support from all attending directors [7][11]. Management System Updates - The company has revised several internal management systems to align with new legal and regulatory requirements, including the Information Disclosure Management System and Insider Information Management System [10].

Core Viewpoint - Beijing Keri Group Co., Ltd. held its second extraordinary general meeting of shareholders in 2025, where several important resolutions were passed, including amendments to the company's articles of association and management systems [1][6]. Meeting Details - The meeting took place on September 26, 2025, at 14:00 in Beijing, with a total of 155 participants representing 202,195,318 shares, accounting for 39.5115% of the total voting shares [3][5]. - The voting method combined on-site and online voting, with specific time slots allocated for each [3][4]. Voting Results - The following resolutions were approved during the meeting: - **Amendment to the Articles of Association**: 99.8742% in favor, with 201,941,018 votes for, 250,400 against, and 3,900 abstentions [7]. - **Amendment to Management Systems**: Similar voting results were observed for the rules regarding shareholder meetings, board meetings, and independent director systems, all receiving over 99.8% approval [8][9][11]. - **Regulations on Controlling Shareholders and Actual Controllers**: Also received 99.8742% approval [13]. - **External Guarantee Management System**: Approved with 99.8719% in favor [16]. - **Related Party Transaction Decision-Making System**: Received 99.8741% approval [18]. - **Investment Decision Management System**: Approved with 99.8741% in favor [19]. Legal Opinion - The legal opinion provided by Beijing Deheng Law Firm confirmed that the meeting's procedures complied with relevant laws and regulations, and the voting results were deemed valid [21]. Documents for Reference - The resolutions of the shareholders' meeting and the legal opinion from Beijing Deheng Law Firm are available for review [22].

Core Points - The company held its 12th meeting of the 11th Board of Directors on September 19, 2025, where several resolutions were passed unanimously [1][3] - The company plans to amend its Articles of Association and eliminate the Supervisory Board, transferring its powers to the Audit Committee of the Board [13] - The proposed amendments will be submitted for approval at the company's second extraordinary general meeting of shareholders in 2025 [1][13] Summary by Sections Board Resolutions - The Board unanimously approved the proposal to amend the Articles of Association and eliminate the Supervisory Board, which will be submitted for shareholder approval [1][3] - The Board also approved the revision of several management systems, including the rules for shareholder meetings, board meetings, independent director work systems, and related party transaction management [4][5][6][7] Shareholder Meeting - A proposal to convene the second extraordinary general meeting of shareholders in 2025 was also approved unanimously [9][11] - Details regarding the notice for the upcoming shareholder meeting will be provided in a separate announcement [10]

Core Points - The company held its second extraordinary general meeting of shareholders in 2025 on September 10, 2025, with a total of 209 shareholders present, representing 107,733,126 shares, which is 53.8666% of the total voting shares [3][8][10] - All proposals presented at the meeting were approved without any dissenting votes [2][10] - The meeting was conducted in compliance with relevant laws and regulations, and the resolutions passed are deemed valid [7][56] Meeting Details - The meeting was held at a multifunctional conference room located at No. 9 Longchi Road, Jishan Town, Nanling County, Wuhu City, Anhui Province [4][62] - Voting was conducted through a combination of on-site and online methods, with specific time slots for online voting [5][61] Attendance - A total of 203 minority shareholders participated, representing 10,576,126 shares, which is 5.2881% of the total voting shares [8][68] - The attendance included company directors, supervisors, and senior management, along with a witnessing lawyer [9][69] Proposal Voting Results - The proposal to amend the company's articles of association was approved with 107,689,226 votes in favor, accounting for 99.9593% of the valid votes [10][74] - The proposal to revise the shareholder meeting rules also received 99.9593% approval [13][81] - Other management system amendments, including fundraising management and information disclosure management, were similarly approved with over 99.95% support [20][87][91] Legal Opinion - The legal opinion provided by Shanghai Jintiancheng Law Firm confirmed that the meeting's procedures and resolutions complied with the Company Law and other relevant regulations [56][59]

Core Viewpoint - The company is preparing for its first extraordinary general meeting of shareholders in 2025, focusing on maintaining order and efficiency during the meeting while ensuring the rights of all shareholders are protected [1][2][3]. Meeting Regulations - Only shareholders, company directors, supervisors, senior management, invited lawyers, and designated personnel are allowed to attend the meeting, while others may be refused entry [1]. - Shareholders must register 30 minutes before the meeting and present necessary identification to receive meeting materials [1]. - Shareholders have the right to speak, inquire, and vote, but must register to speak and limit their comments to three minutes per turn [2][3]. - The total speaking time for shareholders is capped at 30 minutes, and the order of speaking is determined by the number of shares held [2]. - The meeting will utilize a named voting method, where each share carries one vote, and improperly filled ballots will be considered abstentions [3]. Meeting Logistics - The meeting is scheduled for September 15, 2025, at 14:00, with online voting available from 9:15 to 15:00 on the same day [4][5]. - The venue for the meeting is the company's conference room located at 2379 Zhuoyue Street, High-tech Zone, Changchun [5]. - The meeting will be witnessed by lawyers from Beijing Yingke (Changchun) Law Firm, who will provide a legal opinion [3]. Agenda Items - The company plans to revise its Articles of Association and abolish the supervisory board, transferring its responsibilities to the audit committee of the board of directors [6][7]. - The company will also propose amendments, additions, and repeals of certain internal management systems in accordance with the new Company Law effective from July 1, 2024 [8]. Voting Procedures - The voting process will combine both on-site and online methods, with results announced after the meeting [3][4]. - The company will not provide gifts or cover accommodation costs for shareholders attending the meeting, ensuring equal treatment for all [4]. Compliance and Governance - The company emphasizes the importance of compliance with relevant laws and regulations, ensuring that all meeting procedures align with the Company Law and its Articles of Association [18][19]. - The company has established a mechanism to prevent the misuse of funds by controlling shareholders and related parties, ensuring financial independence and integrity [22][24].

Meeting Information - The meeting will be held on September 15, 2025, at 14:00, both in-person and online [2] - The in-person meeting location is the conference room 107, Henglin B District Office Building, Anji County, Huzhou City, Zhejiang Province [2] Agenda Items - The shareholders will review the following proposals: 1. Profit distribution plan for the first half of 2025 2. Proposal to abolish and revise certain management systems [3][6] Profit Distribution Plan - The company reported a net profit attributable to shareholders of 181,376,054.07 yuan for the first half of 2025 [6] - The proposed cash dividend is 5.50 yuan per 10 shares, totaling 76,486,867.05 yuan, which accounts for 42.17% of the net profit [6] Management System Revisions - The company plans to abolish the "Supervisory Committee Meeting Rules" and "Authorization Management System" and revise the "Behavior Norms of Controlling Shareholders and Actual Controllers" [7][8] - The new norms aim to enhance the governance structure and protect the rights of minority shareholders [9] Meeting Procedures - The meeting will follow a structured process including proposal reading, discussion, and voting [3][4] - Shareholders must register to speak or ask questions at least 10 minutes before the meeting starts [3] Voting and Decision Announcement - Voting will be conducted via a named voting system, and results will be announced after the meeting [4][5]