登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：601828 证券简称：美凯龙 公告编号：2025-095 红星美凯龙家居集团股份有限公司关于 修订《红星美凯龙家居集团股份有限公司 ■ 除上述一览表中的修订内容外，公司对《公司章程》文字、标点符号进行优化调整和修改，不构成实质 性修订，不再逐条列示。本次《公司章程》相应内容的具体修订以市场监督管理机关核准结果为准。本 次修订《公司章程》相应条款的事项尚需提交股东会审议,并提请股东会就本次章程修改事项授权董事 会并由董事会授权公司经营管理层办理相关主管部门的变更登记/备案等相关事宜。 修订后的《公司章程》全文同日披露于上海证券交易所网站。 特此公告。 章程》的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏，并对其内容 的真实性、准确性和完整性承担法律责任。 红星美凯龙家居集团股份有限公司（以下简称"公司"）于2025年12月19日召开了第五届董事会第五十次 临时会议，审议通过了《关于修订〈红星美凯龙家居集团股份有限公司章程〉的议案》，同意对《红星 美凯龙家居集团股份有限公司章程》（以下简称"《公司章程》"）中的相 ...

Core Viewpoint - The company plans to hold its fourth extraordinary general meeting of shareholders on December 1, 2025, to review several proposals, including capital reduction and governance changes [1] Group 1: Capital Reduction - The company intends to cancel 5.225 million shares from its repurchase special securities account, resulting in a reduction of registered capital from 390 million yuan to 385 million yuan [1] - The proposal for share cancellation has already been approved by the board of directors and is now submitted for shareholder review [1] Group 2: Governance Changes - The company plans to abolish the supervisory board, transferring its responsibilities to the audit committee, and amend the Articles of Association accordingly [1] - Two non-employee supervisors, Lu Huafeng and Zeng Haiping, will no longer hold their positions following the changes [1]

Meeting Overview - The first extraordinary general meeting of shareholders was held on October 15, 2025, at Nanjing Center [2] - The meeting was convened by the board of directors and chaired by Chairman Cai Yong, utilizing both on-site and online voting methods [2][3] Attendance - Out of 11 current directors, 5 attended the meeting, while 6 were absent due to business commitments [3] - Only 1 out of 3 current supervisors attended, with 2 absent for similar reasons [3] - The board secretary, Yang Yuxin, was present at the meeting [3] Resolutions - A significant resolution regarding the cancellation of repurchased shares and reduction of registered capital was approved [4] - The resolution received more than two-thirds of the valid voting rights from attending shareholders, qualifying it as a special resolution [5] Legal Witnessing - The meeting was witnessed by lawyers from Jiangsu Taihe Law Firm, who confirmed that the meeting's procedures and voting results were in compliance with legal and regulatory requirements [5] Capital Changes - The company will cancel 1,000,000 repurchased shares, reducing its total share capital from 1,346,132,221 shares to 1,345,132,221 shares [8] - Correspondingly, the registered capital will decrease from 1,346,132,221 yuan to 1,345,132,221 yuan [8] Notification to Creditors - Creditors have the right to claim debts or request guarantees within 30 days of receiving the notice, or within 45 days from the announcement date if no notice is received [9][10] - Specific documentation is required for creditors to assert their claims, including contracts and identification [10]

Core Viewpoint - The company has decided to change the purpose of repurchased shares from employee stock ownership plans to cancellation and reduction of registered capital, following approvals from the board and shareholders [1][2]. Group 1: Share Repurchase and Capital Reduction - The company will cancel 609,464 shares from its repurchase account, which represents 0.76% of the total share capital, reducing the total shares from 80,010,733 to 79,401,269 [2]. - The registered capital will decrease from RMB 80,010,733 to RMB 79,401,269 as a result of this cancellation [2]. Group 2: Notification to Creditors - Creditors are informed that they have 30 days from receiving the notice, or 45 days from the announcement date, to claim their debts or request guarantees [3]. - The company will continue to fulfill its obligations to creditors who do not exercise their rights within the specified period [3]. Group 3: Shareholder Meeting Details - The first extraordinary general meeting of shareholders was held on October 14, 2025, where the proposal to change the purpose of repurchased shares was approved [6][9]. - The meeting was conducted in compliance with relevant laws and regulations, with all board members and supervisors present [7][11]. Group 4: Legal Verification - The meeting was witnessed by a law firm, which confirmed that the procedures followed were in accordance with the law and the company's articles of association [11].

Group 1 - The company plans to cancel 10,000,053 shares that were repurchased and reduce its registered capital accordingly [2][15][19] - After the cancellation, the registered capital will decrease from 930,513,553 yuan to 920,513,500 yuan, and the total number of shares will reduce from 930,513,553 to 920,513,500 [2][15][19] - The decision to cancel the shares was approved unanimously by the board of directors and the supervisory board [2][10][11] Group 2 - The company will hold its second extraordinary general meeting of shareholders on August 11, 2025, to discuss the share cancellation proposal [5][23] - The meeting will take place at 14:30 at the company's office in Shenzhen, and shareholders can participate through both on-site and online voting [5][24][30] - The agenda for the meeting includes the approval of the share cancellation and other related matters [30][31] Group 3 - The company had previously repurchased shares under a plan approved in September 2021, with a total expenditure of approximately 263 million yuan [15][16] - The repurchased shares were intended for employee stock ownership plans or equity incentive plans, which have not been implemented within the required timeframe [17][19] - The cancellation of the shares is in compliance with relevant laws and regulations, ensuring no adverse impact on the company's operations or financial status [19][21]

Core Viewpoint - The announcement details the passive dilution of the controlling shareholder's stake in Guizhou Chuanheng Chemical Co., Ltd. due to the implementation of an equity incentive plan, convertible bond conversions, and share repurchases, while confirming that the controlling shareholder and actual controllers remain unchanged [1]. Group 1: Shareholder Changes - The controlling shareholder, Sichuan Chuanheng Holding Group Co., Ltd., experienced a reduction in its shareholding from 51.22% to 50.55%, representing a passive dilution of 0.67% [1]. - The total share capital of the company increased from 542,035,745 shares to 539,944,451 shares due to the aforementioned corporate actions [1]. Group 2: Equity Incentive Plan - The company implemented a 2025 equity incentive plan, granting 9,232,400 shares, which contributed to the dilution of the controlling shareholder's stake [1]. - The conversion of convertible bonds resulted in the issuance of 1,289,612 shares, further impacting the shareholding structure [1]. Group 3: Shareholding Structure - The total number of shares held by the controlling shareholder remained unchanged at 277,634,700 shares, despite the dilution in percentage terms [1]. - The actual controllers, Li Jin and Li Guangming, continue to hold their positions without any changes [1].

Core Viewpoint - Luoyang Molybdenum Group Co., Ltd. plans to cancel repurchased shares and reduce registered capital, following the approval of relevant board meetings [1][2]. Group 1: Share Cancellation and Capital Reduction - The company will cancel 104,930,443 shares from its repurchase account, reducing total share capital from 21,499,240,619 shares to 21,394,310,176 shares [1]. - Registered capital will decrease from 4,299,848,123.8 yuan to 4,278,862,035.2 yuan as a result of the share cancellation [1]. Group 2: Notification to Creditors - The company notifies creditors that they have 30 days from receiving the notice, or 45 days from the announcement date if no notice is received, to claim debts or request guarantees [2]. - Creditors must provide valid debt documents and related evidence to the company to exercise their rights [2].