（来源：一度医药） 转自：一度医药 西门子医疗CEO Bernd Montag表示："我们赞赏这一明确决策，这将延续我们迈向全面独立公司的发展 进程。" 市场分析认为，股权不确定性的消除有望显著提振西门子医疗的股价表现。 不过，本次拆分计划仍需满足多项前提条件：包括西门子股东、西门子医疗投资者的批准（可能需要召 开特别股东大会），以及德国税务部门的审核通过。 相较于实物股息分配的方式，本次拆分方案在税务层面更具优势，分析师指出，若采用股息分配可能会 产生巨额税务支出，而目前的方案更符合双方利益。Busch对此信心十足，直言"计划必将落地"。 11月12日，路透社消息，德国工业巨头西门子（SIEGn.DE）宣布重大股权调整计划：将通过向自身股 东划转股份的方式，减持其在医疗设备制造商西门子医疗（Siemens Healthineers，SHLG.DE）的持股， 涉及股权价值达335亿欧元（约合390.7亿美元）。这一举措不仅将重塑两家公司的股权结构，更标志着 西门子医疗向全面独立运营迈出关键一步。 根据公告，西门子目前持有西门子医疗67%的股份，此次将直接划转30%的股权给自身股东，减持后持 股比例将降至37% ...

Group 1 - The company has decided to abolish the supervisory board and transfer its responsibilities to the audit committee of the board of directors, which will require amendments to the Articles of Association [1][2][75]. - The resolution to amend the Articles of Association was passed unanimously by the board of directors with 9 votes in favor [3]. - The amended Articles of Association will take effect upon approval by the shareholders' meeting [2][77]. Group 2 - The company has approved the sale of assets from its wholly-owned subsidiary, Ma'anshan Landai Transmission Machinery Co., Ltd., to Luxshare Precision Industry (Ma'anshan) Co., Ltd. for a total consideration of RMB 109,919,869.10, including 13% VAT [5][18]. - The asset transfer is part of the company's strategy to optimize resource allocation and focus on core business areas [21][51]. - The transaction does not require shareholder approval as it falls within the board's authority and does not constitute a major asset restructuring [19][22]. Group 3 - The company has scheduled the second extraordinary general meeting of shareholders for November 24, 2025, to discuss the resolutions passed by the board and supervisory board [7][56]. - The meeting will be conducted in a hybrid format, combining on-site and online voting [58][62]. - The proposals to be discussed at the meeting require a two-thirds majority approval from the attending shareholders [63].

Core Viewpoint - Nestlé's CEO Laurent Freixe was dismissed after one year due to an undisclosed romantic relationship, with Philipp Navratil appointed as his successor [2][5]. Company Overview - Laurent Freixe joined Nestlé in 1986 and held various leadership roles, including CEO of the Americas and Latin America [2][3]. - The company has a diverse portfolio, including coffee, confectionery, and pet care, with total assets amounting to 191 billion Swiss francs (approximately 238.6 billion USD) [7]. Leadership Changes - The dismissal of Freixe comes amid ongoing internal complaints and an investigation into his personal conduct [4][5]. - Paul Bulcke, Nestlé's chairman, emphasized the decision was necessary to uphold the company's values and governance [6]. Financial Performance - Nestlé's stock price has declined over 40% since reaching a peak of 127 Swiss francs in 2022 [8]. - The company reported sales of 44.23 billion Swiss francs (approximately 39.34 billion RMB) in the first half of the year, with organic growth of 2.9%, but actual internal growth fell by 0.4% due to consumer resistance to price increases [10]. Strategic Focus - Freixe aimed to refocus Nestlé on its core business, moving away from previous strategies that expanded into health products, which he believed weakened the organizational structure [3][11]. - The company is undergoing a strategic review of its vitamin, mineral, and supplement brands, which were part of a previous acquisition spree [11][12]. Industry Context - Similar restructuring efforts are observed among other consumer goods giants like Unilever and Reckitt, which are divesting underperforming brands to focus on higher-margin categories [12].