登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：002561 证券简称：徐家汇 公告编号：2025-032 上海徐家汇商城股份有限公司（以下简称"公司"）第八届董事会第十八次会议于2025年9月23日下午以 通讯表决方式召开。 召开本次会议的通知已于2025年9月19日以邮件和微信方式发出。本次会议应出席董事9名，实际出席董 事9名。本次会议由公司董事长韩军先生主持，公司全体监事、高级管理人员、董事会秘书及证券事务 代表列席会议。会议召开符合《公司法》及《公司章程》的有关规定。 二、董事会会议审议情况 会议就提交的议案形成以下决议： 1、审议通过《关于修订〈关联交易决策制度〉的议案》，本议案尚需提交股东会审议 表决情况：同意9票，反对0票，弃权0票。 同意公司根据《中华人民共和国公司法》（2023年修订）、《深圳证券交易所股票上市规则》（2025年 修订）、《深圳证券交易所自律监管指引第1号一一主板上市公司规范运作》（2025年修订）等法律、 法规及规范性文件规定，对《关联交易决策制度》进行修订。 上海徐家汇商城股份有限公司 第八届董事会第十八次会议决议公告 本公司及董事会全体成员保证信息披露内容 ...

Meeting Overview - The shareholder meeting of Yifan Pharmaceutical Co., Ltd. was held on September 5, 2025, with both on-site and online voting options available [1][2] - A total of 305 shareholders and representatives participated, representing 523,447,918 shares, which is 43.0329% of the total voting shares [1] Voting Participation - Among the participants, 298 were small investors and authorized representatives, with 24,242,411 shares represented, accounting for 1.9930% of the total voting shares [2] Proposal Voting Results - The following proposals were approved during the meeting: Amendment of Company Articles - The proposal to amend the Articles of Association received 99.9397% approval, with 523,132,518 votes in favor [2] Amendment of Shareholder Meeting Rules - The proposal to amend the Rules of Procedure for Shareholder Meetings was approved with 98.2548% support, totaling 514,312,460 votes [3] Amendment of Board Meeting Rules - The proposal to amend the Rules of Procedure for Board Meetings was approved with 98.2528% support, totaling 514,302,460 votes [4] Amendment of Independent Director Work System - The proposal to amend the Independent Director Work System received 98.2537% approval, with 514,307,160 votes in favor [4] Amendment of Fund Management Measures - The proposal to amend the Fund Management Measures was approved with 98.2552% support, totaling 514,314,660 votes [5] Amendment of Related Party Transaction Decision-Making System - The proposal to amend the Related Party Transaction Decision-Making System received 98.2542% approval, with 514,309,760 votes in favor [6] Amendment of Investment Management System - The proposal to amend the Investment Management System was approved with 98.2539% support, totaling 514,307,960 votes [6] Amendment of Accountant Selection System - The proposal to amend the Accountant Selection System received 98.2544% approval, with 514,310,660 votes in favor [7] Adjustment of Independent Director Allowances - The proposal to adjust the allowances for independent directors was approved with 99.9303% support, totaling 523,083,218 votes [8] Election of Non-Independent Directors - The election of non-independent directors was approved with 97.2691% support, totaling 509,153,070 votes [8] Election of Independent Directors - The election of independent directors received 99.4032% approval, with 520,324,012 votes in favor [9] Legal Opinion - The meeting was witnessed by lawyers from Anhui Tianhe Law Firm, confirming that the meeting's procedures and resolutions complied with relevant laws and regulations [9]

Core Viewpoint - Zhejiang Chenfeng Technology Co., Ltd. is holding a shareholders' meeting to discuss various proposals, including the cancellation of the supervisory board and amendments to the company's articles of association, aimed at enhancing corporate governance and compliance with new regulations [5][9][21]. Group 1: Meeting Details - The shareholders' meeting is scheduled for September 12, 2025, at 14:00, located at the company's conference room in Haining, Zhejiang Province [4]. - The meeting will combine on-site voting and online voting methods [4]. - The meeting will be presided over by Mr. Ding Min [4]. Group 2: Proposals Overview - Proposal 1: Cancellation of the supervisory board and corresponding amendments to the articles of association, transferring the supervisory board's powers to the audit committee of the board of directors [5][6]. - Proposal 2: Amendments to the shareholders' meeting rules to align with current laws and regulations [9]. - Proposal 3: Amendments to the board of directors' meeting rules [10]. - Proposal 4: Amendments to the independent director work system [10]. - Proposal 5: Amendments to the related party transaction decision-making system [13]. - Proposal 6: Amendments to the external guarantee management system [14]. - Proposal 7: Amendments to the fundraising management measures [14]. - Proposal 8: Amendments to the authorization management system [15]. - Proposal 9: Amendments to the accountant firm selection system [16]. - Proposal 10: Amendments to the prevention of fund occupation by controlling shareholders and their related parties [16]. - Proposal 11: Amendments to the cumulative voting system [17]. - Proposal 12: Amendments to the external investment management system [19]. - Proposal 13: Amendments to the management system of controlling subsidiaries [21].

Core Points - The company held its third board meeting on August 25, 2025, with all nine directors present, and the meeting was conducted in accordance with relevant laws and regulations [1][2] - The board approved the proposal to abolish the supervisory board and amend the company's articles of association, which will require shareholder approval [2][4] - The board also approved the revision of 18 basic management systems, including the audit committee and strategic committee working rules, and the establishment of a foreign exchange derivative trading management system [2][3] - The board approved the revision of the related party transaction decision-making system, which will also require shareholder approval [4] - The board approved the establishment of a salary total management system to enhance the market-oriented salary distribution mechanism [4][5] - The board completed the review of the 2025 semi-annual report and the special report on the use of raised funds, both of which were approved unanimously [5][6] - The board approved the risk assessment report for Yunnan Yuntianhua Group Financial Co., Ltd. for the first half of 2025, with some directors abstaining from the vote [6][7] - The board approved an increase in the expected daily related party transaction limit for 2025, which will require shareholder approval [7][8] - The board approved a guarantee limit of up to RMB 500 million for its wholly-owned subsidiary Zhuhai Zhuglass Electronic Materials Co., Ltd. [8] - The board approved the proposal to conduct foreign exchange derivative hedging transactions to mitigate risks associated with foreign exchange fluctuations [8][9] - The board agreed to hold the first temporary shareholders' meeting of 2025 on September 12, 2025, to review matters requiring shareholder approval [9]

Group 1 - The company held its 16th meeting of the second board of directors on July 7, 2025, with all 10 directors present, and the meeting was conducted in accordance with legal regulations [2] - The board approved the amendment of the company's articles of association, which included the completion of the second vesting period of the 2022 restricted stock incentive plan, resulting in an increase in total shares from 400,001,000 to 401,099,840 [3][23] - The board also approved amendments to the external investment management system, external guarantee management system, and related party transaction decision-making system [4][6][8] Group 2 - The company announced the implementation results of its share repurchase plan, which was approved on April 8, 2025, allowing for the repurchase of shares at a price not exceeding 97.00 yuan per share, with a total repurchase fund between 20 million and 40 million yuan [14] - As of the announcement date, the company had repurchased a total of 403,622 shares, accounting for 0.10% of the total share capital, with a maximum repurchase price of 53.50 yuan per share and an average price of 49.62 yuan per share [15][16] - The repurchased shares will be stored in a special securities account and will not enjoy voting rights or other shareholder rights until sold [22] Group 3 - The company initiated a lawsuit against Shenzhen Guangjian Technology Co., Ltd. for patent infringement, seeking compensation of 50 million yuan for damages and 250,000 yuan for legal fees, totaling 50.25 million yuan [28][31] - The lawsuit has been accepted by the court but has not yet gone to trial, and the company asserts that this action will not affect its normal operations [29][30]

Core Viewpoint - The company has revised its related party transaction decision-making system, eliminating the supervisory board and transferring its powers to the audit committee of the board of directors, aiming to enhance corporate governance and operational standardization [1][5]. Summary by Sections Revision of Related Party Transaction Decision-Making System - The company will no longer establish a supervisory board, with its powers being assumed by the audit committee of the board of directors [1]. - The revisions include the removal of provisions related to supervisors and the supervisory board, and the term "shareholders' meeting" has been standardized to "shareholders' assembly" [5]. Definition of Related Parties - The definition of related natural persons has been updated, including shareholders holding more than 5% of shares, directors, and senior management [1][2]. - The criteria for identifying related legal entities or individuals have also been clarified, including those who have had a related party relationship within the past twelve months [2]. Board of Directors' Responsibilities - When reviewing related party transactions, related directors must abstain from voting, and decisions require a majority of non-related directors [3][4]. - If the number of non-related directors present is less than three, the transaction must be submitted to the shareholders' assembly for approval [3]. Approval Thresholds for Related Party Transactions - Transactions with related natural persons exceeding 300,000 yuan and those with related legal entities exceeding 3 million yuan and 0.5% of the latest audited net assets require board approval [5]. - Transactions exceeding 30 million yuan and 5% of the latest audited net assets must be submitted to the shareholders' assembly for approval [5]. Independent Directors' Role - Independent directors and members of the supervisory board must pay special attention to related directors' abstention and express independent opinions on related transactions [5]. - The independent directors' meeting will assess whether certain related transactions harm the company's interests [5]. Other Provisions - The revisions do not include substantial changes to other provisions of the related party transaction decision-making system, and the proposal will be submitted for approval at the shareholders' assembly [5].

Core Viewpoint - The company is undergoing a board restructuring, with new candidates nominated for both non-independent and independent director positions, alongside several governance and financial management proposals to be submitted for shareholder approval [1][2][3]. Group 1: Board Restructuring - The company has proposed the election of non-independent directors, nominating Qi Jinxing and Mo Jianhua for the seventh board, with a term of three years starting from the shareholder meeting approval [1][2]. - A new employee representative director will be added to the board, effective upon election by the employee representative assembly, ensuring that the total number of directors who are also senior management does not exceed half of the board [2]. - The independent director candidates, Jia Shenghua and Yu Yongsheng, have been nominated, with their qualifications pending approval from the Shenzhen Stock Exchange [2][3]. Group 2: Financial Management Proposals - The board approved a proposal to use temporarily idle self-owned funds for entrusted financial management, with a total amount not exceeding the available funds for rolling use [3]. - A revision of the "Fundraising Management Measures" was approved to enhance the management and efficiency of fundraising, in line with updated regulations [4]. - The board also approved revisions to the "Related Party Transaction Decision-Making System" and the "External Guarantee Management System" to ensure compliance with fair and prudent principles in related transactions and to mitigate external guarantee risks [5].