上海威尔泰工业自动化股份有限公司 2025年第2次临时股东大会决议公告 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。 特别提示 1、本次会议没有增加、否决或变更提案； 2、本次股东大会不涉及变更前次股东大会决议的情况。 登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：002058 证券简称：*ST威尔 公告编号：2025-062 一、会议召开和出席情况 （一）召开情况： 1、现场会议召开日期和时间：2025年12月5日（星期五）下午14：00 网络投票时间：通过深圳证券交易所交易系统进行网络投票的具体时间为：2025年12月5日9:15至 9:25，9:30至11:30和13:00至15:00； 通过深圳证券交易所互联网投票系统投票的具体时间为：2025年12月5日9:15至15:00期间的任意时间。 2、会议召开方式：本次股东大会采取现场投票与网络投票相结合的方式。 3、现场会议召开地点：上海市闵行区虹中路263号6楼会议室。 4、会议召集人：公司董事会。 5、会议主持人：董事长陈衡先生。 本次股东大会的召开已经董事会审议通过，会议的召集、召开 ...

Core Points - The company held its 23rd meeting of the 11th Board of Directors on November 24, 2025, where several resolutions were passed, including amendments to the company's articles of association and the independent director system [1][3][5] - The company plans to allocate a budget of 16.9171 million yuan for external donations in 2026, with the board authorizing management to make decisions within this budget [6] - The board approved the nomination of two candidates for director positions, which will be submitted for shareholder approval at the upcoming extraordinary general meeting [12][19] Group 1 - The company convened the 23rd meeting of the 11th Board of Directors on November 24, 2025, with all 7 directors present, and the meeting complied with relevant laws and regulations [1][2] - The board approved the amendment of the company's articles of association with unanimous support [1] - The board also approved the revision of the independent director system, which will be submitted for shareholder review [3][4] Group 2 - The board approved the establishment of a temporary management system for information disclosure, which will also be submitted for shareholder review [5] - The company plans to hold its first extraordinary general meeting of 2025 on December 10, 2025, to discuss the approved resolutions [10][21] - The meeting will allow for both on-site and online voting, with specific timeframes for each [24][37] Group 3 - The resignation of director Zhang Hongfei was accepted, and the board nominated Dong Baoyun and Wang Guoxin as candidates for the board, pending shareholder approval [12][19] - The candidates have relevant experience and meet the qualifications required by law and regulations [18][20] - The company will ensure that the number of directors who are also senior management does not exceed half of the total board members [14]

Core Points - The article discusses revisions to regulations regarding independent directors in companies, emphasizing the need for independence and the qualifications required for such positions [1][2][3] Group 1: Independent Director Qualifications - Independent directors must maintain independence and cannot have certain relationships with the company or its major shareholders [1][2] - Specific disqualifications include holding more than 1% of the company's shares or being employed by major shareholders or their affiliates [1][2] - Independent directors must have at least five years of relevant work experience in law, accounting, or economics [2][3] Group 2: Nomination and Election Process - Shareholders holding more than 1% of the company's shares can nominate independent director candidates, and the election must be approved by the shareholders' meeting [2][3] - The nomination process requires the consent of the nominee and a thorough understanding of their qualifications and independence [3][4] Group 3: Responsibilities and Powers of Independent Directors - Independent directors are responsible for participating in board decisions and providing clear opinions on matters discussed [2][3] - They have the authority to independently hire intermediaries for audits or consultations and can propose the convening of temporary shareholder meetings [3][4] Group 4: Reporting and Disclosure Requirements - Independent directors must submit annual reports detailing their attendance at board meetings, participation in committees, and any significant communications with shareholders [3][4] - Companies are required to disclose the reasons for any independent director resignations and ensure compliance with independence standards [4][5]

Core Viewpoint - The announcement details the revisions to the Independent Director System of Yunnan Chihong Zinc & Germanium Co., Ltd., aimed at enhancing corporate governance and ensuring independent directors fulfill their responsibilities effectively [1][2]. Summary by Sections Revision Purpose - The revisions are made to improve the governance structure of the company, promote standardized operations, and ensure independent directors can effectively perform their duties [1][2]. Definition of Independent Directors - Independent directors are defined as those who do not hold any other positions within the company and have no direct or indirect interests that could affect their independent judgment [3]. Obligations of Independent Directors - Independent directors owe a duty of loyalty and diligence to the company and all shareholders, and must act in accordance with relevant laws, regulations, and the company's articles of association [4]. Composition of the Board - The board must include at least one-third independent directors, with at least one being a professional accountant [4]. Independence Criteria - Specific criteria are outlined for determining the independence of directors, including restrictions on relationships with major shareholders and the company itself [5][6]. Annual Self-Assessment - Independent directors are required to conduct an annual self-assessment of their independence and submit the results to the board [5][6]. Nomination and Election Process - Procedures for nominating and electing independent directors are specified, including the requirement for independent candidates to meet certain qualifications [9][10]. Reporting and Disclosure - Independent directors must report their opinions on significant matters to the board or shareholders, ensuring transparency and accountability [12][13]. Special Powers - Independent directors have special powers, including the ability to hire external consultants and propose the convening of extraordinary shareholder meetings [19][20]. Annual Reporting - Independent directors must submit an annual report detailing their activities and participation in board meetings, which will be disclosed to shareholders [15][16]. Implementation - The revised Independent Director System will take effect upon approval by the company's shareholders [24].

Core Viewpoint - The company has conducted a board meeting to approve several significant amendments to its corporate governance structure and financial strategies, including the revision of its articles of association and the implementation of a share buyback plan to enhance shareholder value [1][2][3]. Corporate Governance Changes - The company will abolish its supervisory board, transferring its powers to the audit committee of the board [2]. - Amendments to the articles of association and related rules have been proposed, which will be submitted for approval at the 2024 annual general meeting [3][4]. - The company has revised several internal management systems, including the independent director work system and the related party transaction management measures [4][5]. Share Buyback Plan - The company plans to repurchase shares using its own funds and/or self-raised funds, with a total amount between RMB 40 million and RMB 60 million [6][8]. - The maximum repurchase price is set at RMB 8.28 per share, which is 150% of the average trading price over the previous 30 trading days [7][8]. - The repurchased shares will be used to reduce the company's registered capital and will be canceled within ten days after the buyback is completed [6][7]. Financial Management - The company has proposed to increase the limit for using idle funds to purchase financial products from RMB 48 billion to RMB 60 billion, aiming to improve capital efficiency [11][12]. - The board has authorized the chairman to manage the investment decisions related to the financial products [12]. Board Elections - The company is preparing for the election of the ninth board of directors, with nominations for both independent and non-independent directors submitted for approval at the upcoming annual general meeting [13][14][15]. - The election will follow the cumulative voting system, ensuring that the number of directors who are also senior management does not exceed half of the total board members [15]. Upcoming Shareholder Meeting - The 2024 annual general meeting is scheduled for June 24, 2025, where shareholders will vote on the proposed changes and plans [16].