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 ...

Group 1 - The second extraordinary general meeting of shareholders was held on September 19, 2025, at the company's meeting room in Nanjing [2][5] - The meeting was convened by the board of directors and chaired by the chairman, Mr. Zhu Jun, with a voting method that complies with the Company Law and the Articles of Association [2][3] - All resolutions proposed during the meeting were approved without any dissenting votes [2][4] Group 2 - The meeting included the approval of several key amendments, including revisions to the Articles of Association and related procedural rules [3][4] - The company also approved the revision of the fundraising management system and the management system for shares held by directors and senior management [3][4] - The reappointment of the accounting firm was also approved during the meeting [4]

Group 1 - The company held its 35th meeting of the 6th Board of Directors on September 1, 2025, via communication, with all 9 directors present, complying with relevant regulations [1] - The Board approved the election of non-independent director candidates for the 7th Board, including Xiao Zhanglin, Huang Junkang, Huang Guojun, Hu Min, and Guo Gaohang, with a unanimous vote of 9 in favor [1][2] - The Board also approved the election of independent director candidates, including Zeng Quan, Chen Liping, and Pan Shoupei, with a unanimous vote of 9 in favor [2] Group 2 - The Board approved the revision of the company's fundraising management system, which will be submitted for shareholder meeting review [2][3] - The Board agreed to change the lease contract with Shenzhen Zhonghang Guanlan Real Estate Development Co., Ltd., shortening the lease term to February 23, 2029, with a total transaction amount for the remaining contract period [3] - The Board proposed to hold the company's second extraordinary general meeting of shareholders in 2025, with a unanimous vote of 9 in favor [4] Group 3 - The resumes of the nominated candidates for the 7th Board of Directors were provided, detailing their qualifications and current positions [5][6][7][8][9][10][11][12][13][14][15]

Core Points - The company is holding its second extraordinary general meeting of shareholders in 2025 on September 16, 2025, at 10 AM [5] - The meeting will include seven proposals for voting, including the cancellation of the supervisory board and amendments to the company's articles of association [6][14] Meeting Procedures - Only shareholders, company directors, supervisors, senior management, invited lawyers, and designated personnel are allowed to attend the meeting [2] - Shareholders must sign in 30 minutes before the meeting and present necessary identification [2] - Shareholders have the right to speak, inquire, and vote, but must register in advance for speaking [3][4] - Voting will be conducted through a named voting method, with each share representing one vote [4][6] - The meeting will be conducted both in-person and via online voting [5][6] Proposals for Voting - Proposal 1: Cancellation of the supervisory board and amendments to the articles of association based on new legal regulations [7][8] - Proposal 2: Revision of the shareholder meeting rules [9] - Proposal 3: Revision of the board meeting rules [9] - Proposal 4: Revision of the independent director work system [10] - Proposal 5: Revision of the fundraising management system [11] - Proposal 6: Revision of the board audit committee working rules [12] - Proposal 7: Approval of the 2025 annual remuneration for non-independent directors [14]