登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：000612 证券简称：焦作万方 公告编号：2025-090 焦作万方铝业股份有限公司 第十届董事会第七次会议决议公告 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。 本次会议应出席董事9人，实际出席9人，董事杜景龙以现场方式出席，其余董事以通讯方式出席会议。 （四）董事会会议的主持人和列席人员 本次会议由公司董事长喻旭春先生主持，公司高级管理人员列席会议。 （五）会议召开的合规性 一、董事会会议召开情况 （一）会议通知时间、方式 第十届董事会第七次会议通知于2025年11月23日以电子邮件方式发出。 （二）会议召开时间、地点、方式 公司第十届董事会第七次会议于2025年11月26日采取现场加通讯方式召开。 （三）董事出席会议情况 本次会议的召集、召开程序符合有关法律、行政法规、部门规章、规范性文件和公司章程的规定。 二、议案审议情况 本次会议议案采用书面记名投票表决方式进行，会议对以下议案进行了审议： （一）关于聘任公司2025年度审计机构并决定其审计费用的议案 公司拟续聘大信会计师事务所（特殊普通 ...

Core Viewpoint - The company has released its third-quarter financial report for 2025, highlighting significant changes in various financial metrics and announcing a profit distribution plan for shareholders. Financial Data Summary - Cash and cash equivalents decreased by 109.89 million yuan, a decline of 32.16%, primarily due to increased purchases of large time deposits with maturities over one year [5] - Accounts receivable notes decreased by 3.23 million yuan, a decline of 96.80%, mainly due to the collection of matured commercial acceptance bills [5] - Financing receivables increased by 20.43 million yuan, a growth of 72.82%, attributed to an increase in bank acceptance bills received from operating activities [5] - Other receivables increased by 723,600 yuan, a growth of 66.47%, mainly due to an increase in bid guarantee deposits [5] - Other non-current assets increased by 1.447 billion yuan, a growth of 99.97%, primarily due to the increase in large time deposits with maturities over one year [5] - Contract liabilities increased by 1.75 million yuan, a growth of 190.40%, mainly due to an increase in advance payments received [5] Cash Flow Summary - Net cash flow from operating activities increased by 28.86 million yuan, a growth of 154.62%, due to reduced cash payments for goods and services [6] - Net cash flow from investing activities increased by 51.04 million yuan, a growth of 49.28%, primarily due to the recovery of principal from matured large time deposits [6] - Net cash flow from financing activities increased by 17.38 million yuan, a growth of 46.79%, mainly due to reduced loan repayments [6] Shareholder Information - The company plans to distribute a cash dividend of 0.33 yuan per share (including tax) based on a total share capital of 299,098,170 shares, amounting to a total distribution of approximately 9.87 million yuan [52][53] - The profit distribution plan is subject to approval at the upcoming shareholders' meeting [56] Governance Changes - The company has proposed to abolish the supervisory board, transferring its responsibilities to the audit committee, and will revise its articles of association accordingly [75][76] - The company has also approved the renaming of the "Board Strategy Committee" to "Board Strategy and Sustainable Development Committee" to enhance its ESG management capabilities [79]

Group 1 - The company held the seventh meeting of the fifth supervisory board on October 16, 2025, which was legally valid with all three supervisors present [2][5]. - The supervisory board approved the proposal to amend the company's articles of association, which includes the cancellation of the supervisory board and the transfer of its powers to the audit committee of the board of directors [3][6]. - The proposal to appoint Da Xin Accounting Firm as the company's auditing institution for the year 2025 was also approved, with total audit fees amounting to RMB 1.16 million [7][10]. Group 2 - The company held the seventh meeting of the fifth board of directors on October 16, 2025, with all nine directors present, making the meeting legally valid [14][17]. - The board of directors approved the same proposal to amend the company's articles of association, which will also be submitted to the shareholders' meeting for approval [15][18]. - The board approved the appointment of Da Xin Accounting Firm for the 2025 financial and internal control audits, with the same total audit fees of RMB 1.16 million [22][26]. Group 3 - The company announced the first extraordinary general meeting of 2025, scheduled for November 6, 2025, which will utilize a combination of on-site and online voting [49][50]. - The meeting will take place at the company's premises in Beijing, starting at 14:00 [49][62]. - Shareholders can register for the meeting from 9:00 to 11:30 and 13:30 to 16:30 on November 5, 2025 [60].

Core Points - The company has established guidelines for the upcoming shareholder meeting to ensure order and efficiency [1][2] - The company proposes to reappoint Lixin Certified Public Accountants as the auditing firm for the fiscal year 2025, with a fee not exceeding RMB 1.65 million [3][4] - The company plans to abolish the supervisory board and amend its articles of association to enhance governance, transferring supervisory powers to the audit and risk management committee [4][5] Group 1: Shareholder Meeting Guidelines - A secretariat will be set up to manage the meeting procedures [1] - Shareholders must register in advance to speak and are limited to a total speaking time of 20 minutes [1][2] - The meeting will use a named voting method for resolutions [2][3] Group 2: Auditing Firm Appointment - Lixin Certified Public Accountants will provide financial and internal control audit services for 2025 [3] - The proposed audit fee includes RMB 1.3 million for financial reporting and RMB 350,000 for internal control audits [4] Group 3: Governance Changes - The supervisory board will be abolished, and its functions will be assumed by the audit and risk management committee [4][5] - Amendments to the articles of association will reflect changes in governance structure and responsibilities [5][6]

Group 1 - The board of directors of Jiangsu Huifeng Bio-Agriculture Co., Ltd. held its tenth temporary meeting on August 5, 2025, with all nine directors participating [1][2]. - The meeting approved the proposal to appoint Suya Jincheng as the auditing firm for the company's 2025 financial report and internal control audit services, with a term of one year [1][2]. - The proposal received unanimous support with 9 votes in favor, and it will be submitted for review at the company's second temporary shareholders' meeting in 2025 [2]. Group 2 - The independent directors expressed their agreement with the decisions made during the board meeting, and their opinions were disclosed on the same day [2]. - The meeting's proceedings complied with the relevant laws and regulations, ensuring the independence and objectivity of the audit services [1]. - The company will publish further details regarding the appointment of the auditing firm and the upcoming shareholders' meeting on various financial news platforms [2].

Core Viewpoint - Sanhua Intelligent Control (02050) announced that its H-shares will be listed on the Hong Kong Stock Exchange main board on June 23, 2025, with Tianjian International Accounting Firm appointed as the auditor for the overseas listing [1] Group 1 - The board of directors plans to hire Tianjian International as the overseas auditing firm for the fiscal year 2025, responsible for auditing the financial statements prepared in accordance with International Financial Reporting Standards [1] - The company will seek authorization from the shareholders' meeting for the management to negotiate the audit fees and sign relevant agreements based on the specific audit requirements and scope for 2025 [1] - The Audit Committee of the eighth board of directors held its third meeting for 2025, where it reviewed Tianjian International's professional competence, investor protection capability, independence, and integrity [1] Group 2 - The Audit Committee concluded that Tianjian International possesses the qualifications and capabilities to conduct financial audits, has no relationships with the company's shareholders or related parties, and will not affect its independence in company matters [1] - Tianjian International has experience and capability in providing audit services for listed companies, demonstrating good professional ethics and practice standards, adhering to principles of independence, objectivity, fairness, and integrity [1] - The Audit Committee agreed to appoint Tianjian International as the overseas auditing firm for the fiscal year 2025 [1]

Core Viewpoint - The company plans to appoint Zhongxinghua Accounting Firm as the A-share financial and internal control auditor for 2025, and Ernst & Young Hong Kong as the H-share auditor for the same year, based on its operational needs and strategic development [1][6]. Group 1: Appointment of Auditors - The company intends to hire Zhongxinghua Accounting Firm for the 2025 A-share financial audit and internal control audit, and Ernst & Young Hong Kong for the 2025 H-share audit [1]. - Zhongxinghua Accounting Firm was established in 1993 and has a registered capital of 10 million yuan, with 522 registered accountants [2][3]. - The audit fee for the 2024 A-share financial report is set at 1 million yuan (including tax) for the financial audit and 200,000 yuan (including tax) for the internal control audit [5]. Group 2: Auditor Qualifications - Zhongxinghua has 16 listed company audit clients in the information transmission, software, and information technology services industry [2]. - The firm has a professional risk fund of 10.45 million yuan and has faced 4 administrative penalties and 18 administrative supervision measures in the last three years [2][4]. - Ernst & Young Hong Kong is a member of the global EY network and is registered as a public interest entity auditor under Hong Kong law, with no significant issues found in recent quality inspections [4][5]. Group 3: Approval Process - The audit committee has approved the proposals for appointing the auditors and submitted them to the board for further review [6]. - The board has agreed to submit the proposals to the shareholders' meeting for final approval [6]. - The appointment of the auditors will take effect upon approval by the shareholders' meeting [6].

Core Viewpoint - The company intends to appoint Tianjian Accounting Firm as the auditor for the fiscal year 2025, replacing the previous auditor, Tianzhi International Accounting Firm, to ensure the independence and objectivity of the audit process [1][6]. Group 1: Auditor Appointment Details - The proposed accounting firm is Tianjian Accounting Firm, established on July 18, 2011, with a registered address in Hangzhou, Zhejiang Province [1]. - Tianjian has 241 partners and 2,356 registered accountants, with 904 of them having signed securities service audit reports [1]. - The audit service fee for the fiscal year 2025 is set at 550,000 yuan (including tax) for financial audit and 150,000 yuan (including tax) for internal control audit, remaining unchanged from the previous year [5][7]. Group 2: Reasons for Change - The change in auditors is due to Tianzhi International having provided audit services for several consecutive years, and to maintain the independence and objectivity of the audit work as per relevant regulations [1][6]. - The company has communicated with both the outgoing and incoming auditors, and there are no objections from Tianzhi International regarding this change [6][7]. Group 3: Previous Auditor's Performance - Tianzhi International has provided audit services for the company for nine consecutive years and issued a standard unqualified audit report for the fiscal year 2024 [6]. - The company did not terminate the previous auditor after commissioning part of the audit work [6]. Group 4: Audit Committee and Board Approval - The audit committee approved the appointment of Tianjian based on its audit quality, industry knowledge, independence, and market reputation [7]. - The board of directors unanimously approved the proposal with 9 votes in favor, 0 against, and 0 abstentions [7].

Core Viewpoint - The company held its 2024 Annual General Meeting, where various proposals were discussed and voted on, including the appointment of auditors and financial guarantees for subsidiaries [1][2][6]. Meeting Details - The meeting was conducted in compliance with relevant laws and regulations, ensuring its legality and validity [1]. - Voting was conducted through a combination of on-site and online methods [2]. Proposals and Voting Results - Proposals included the appointment of KPMG as the domestic auditor for 2025 and the authorization of the board to determine specific remuneration for the auditors [1][6]. - A total of sixteen ordinary resolutions were passed with more than half of the voting rights in favor [6]. - Five special resolutions, including proposals for issuing short-term financing bonds and asset-backed securities, were approved with over two-thirds of the voting rights [7]. Voting Statistics - The voting results showed a high level of agreement among shareholders, with significant percentages of votes in favor of the proposals: - For the appointment of auditors, 99.75% of votes were in favor [3]. - Overall, the majority of proposals received over 98% approval from shareholders [3][5]. Legal Compliance - Legal opinions confirmed that the meeting and voting processes adhered to the company's rules and regulations, ensuring the legitimacy of the proceedings [8].

Core Points - The company held its 2024 Annual General Meeting to discuss various proposals and reports, including financial performance and governance matters [1][5][6] Group 1: Financial Performance - In 2024, the company achieved a revenue of 602.62 million yuan, an increase of 0.42% compared to the previous year [24] - The net profit attributable to shareholders was -190.67 million yuan, a decrease of 4.33 million yuan from the previous year [7][22] - The company proposed not to distribute profits for 2024 due to the negative net profit, maintaining a focus on sustainable operations [22][26] Group 2: Governance and Reporting - The board of directors and the supervisory board presented their respective work reports, emphasizing compliance with legal and regulatory requirements [7][16] - The company plans to enhance its governance structure and internal control systems to ensure effective decision-making and operational efficiency [10][19] Group 3: Asset Management - The company proposed to recognize an asset impairment provision totaling 37.26 million yuan for various assets, including accounts receivable and inventory [29][30] - The company reported a significant reduction in various liabilities, including a 72.77% decrease in other current liabilities [27][28] Group 4: Future Financing - The company intends to apply for a comprehensive financing credit limit of up to 1 billion yuan from banks and financial institutions to support business development [30][31] - The company currently has an external guarantee balance of 312.61 million yuan, which exceeds its audited net assets [31]