登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：002614 股票简称：奥佳华 公告编号：2025-49号 债券代码：128097 债券简称：奥佳转债 奥佳华智能健康科技集团股份有限公司 2025年第二次临时股东会决议公告 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、本次股东会没有出现否决议案的情形； 2、本次股东会不涉及变更以往股东会已通过的决议。 一、会议召开和出席情况 奥佳华智能健康科技集团股份有限公司（以下简称"公司"）2025年第二次临时股东会（以下简称"本次 股东会"）通知于2025年10月30日在《中国证券报》《上海证券报》《证券时报》《证券日报》及巨潮 资讯网（www.cninfo.com.cn）上以公告方式发出。 （一）会议召开的情况 1、本次股东会召开时间 （1）现场会议召开时间：2025年11月17日（星期一）下午14:30 （2）网络投票时间：通过深圳证券交易所系统进行网络投票的具体时间为2025年11月17日9:15-9:25， 9:30-11:30，13:00-15:00；通过深圳证券交易所互联网投票 ...

Core Viewpoint - The company, Yunding Technology, is adjusting its expected amount for daily related transactions for the year 2025 based on actual business needs, reflecting a decrease in expected contract amounts but an increase in expected transaction amounts [8][9]. Financial Data - The expected amount for daily related transactions is adjusted to 1,445.02 million yuan, a decrease of 13.06 million yuan from the previous estimate [9]. - The expected transaction amount (revenue and costs) is adjusted to 1,407.44 million yuan, an increase of 81.49 million yuan from the previous estimate [9]. Board Meeting and Approval - The adjustment was approved in the 28th meeting of the 11th Board of Directors on October 24, 2025, with independent directors voting in favor [10][19]. - The proposal will be submitted to the shareholders' meeting for further approval, with related parties required to abstain from voting [10][19]. Related Party Transactions - The daily related transactions include sales of products and services, leasing services, and procurement of goods from related parties [17]. - The pricing for these transactions is based on fair market value, ensuring no harm to the company's interests [18][19]. Shareholder Meeting - A temporary shareholders' meeting is scheduled for November 11, 2025, to discuss the adjustment of related transaction amounts and other matters [23][25]. - The meeting will allow for both on-site and online voting, ensuring participation from all eligible shareholders [26][27].

Group 1 - The core point of the announcement is the resolution of the second extraordinary general meeting of shareholders held by Nanjing Steel Group Co., Ltd. on September 5, 2025, which included the approval of several important amendments to the company's articles of association and rules [1][3][4] - The meeting was convened by the board of directors and conducted through a combination of on-site and online voting, ensuring compliance with relevant laws and regulations [1][3] - All proposed resolutions were passed without any objections, indicating a consensus among shareholders [3][4] Group 2 - The attendance at the meeting included 7 out of 8 current directors, with some participating via Tencent meeting due to other commitments [2] - The meeting included the approval of amendments to the company's articles of association, board meeting rules, and shareholder meeting rules, as well as the establishment of a management system for the departure of directors and senior management [4][5] - The legal proceedings of the meeting were verified by Jiangsu Taihe Law Firm, confirming that all procedures and voting results were lawful and valid [5]

Meeting Information - The company will hold its first extraordinary general meeting of shareholders for 2025 on September 9, 2025, at 14:30 [1] - The meeting will utilize both on-site and online voting methods [1][2] - The online voting will be available through the Shenzhen Stock Exchange trading system and the internet voting system from 9:15 to 15:00 on the same day [1][4] Attendance and Voting Rights - All shareholders registered by the close of trading on September 2, 2025, are entitled to attend the meeting and vote [2][3] - Shareholders can appoint proxies to attend and vote on their behalf, and the proxy does not need to be a shareholder of the company [2][3] Agenda Items - The meeting will discuss several proposals, including amendments to the company's "Implementation Rules for Cumulative Voting for Directors" and "Management Measures for the Remuneration and Performance Assessment of Directors and Senior Management" [2][3] - The proposals require a two-thirds majority for approval [2] Registration and Voting Process - Registration for the meeting will take place on September 8, 2025, from 9:00 to 16:00 [4] - Specific procedures for online voting are outlined, including the need for shareholders to adhere to the limits of their voting rights [5][6] Documentation - Relevant documents, including the resolutions from the fifth meeting of the ninth board of directors, will be available for review [4]

Core Viewpoint - The company has approved a new compensation management system for its directors and senior management to enhance motivation and operational efficiency, pending shareholder approval [1][2]. Chapter Summaries Chapter 1: General Principles - The purpose of the new compensation management system is to establish an effective incentive and restraint mechanism for the company's directors and senior management, in accordance with relevant laws and regulations [1]. Chapter 2: Compensation Management Structure - The Compensation and Assessment Committee of the Board is responsible for formulating compensation plans and overseeing the performance evaluation of directors and senior management [2]. - The shareholders' meeting will review the compensation assessment system for directors, while the Board will review that for senior management [2]. Chapter 3: Compensation Standards and Payment Methods - Internal directors receive compensation based on their management roles, while external directors receive an annual allowance [3]. - Independent directors receive an annual allowance and are reimbursed for travel and other reasonable expenses incurred while performing their duties [4]. - Senior management compensation consists of a base salary, performance-based pay, and year-end bonuses, with specific criteria for each component [4][5]. - Compensation adjustments for directors and senior management will be based on industry salary trends, inflation, company performance, and other relevant factors [5]. Chapter 4: Supplementary Provisions - In case of conflicts between this system and existing laws or the company's articles of association, the latter will prevail [5]. - The system will take effect upon approval by the shareholders' meeting [5].

General Principles - The compensation and assessment management system aims to standardize the compensation management for the board of directors and senior management, enhancing operational efficiency and management standards [1] - The system is based on principles such as the unity of social and economic benefits, the combination of labor distribution with responsibilities, rights, and interests, and alignment with the company's annual performance and market compensation levels [1][2] Management Structure - The shareholders' meeting is responsible for reviewing the compensation of directors, while the board of directors is responsible for reviewing the compensation of senior management [2] - The compensation and assessment committee of the board is authorized to formulate compensation standards, plans, and assessment methods for directors and senior management [2] Compensation System - The compensation level for directors is determined by referencing industry standards and the company's actual situation [2][3] - Independent directors receive a maximum pre-tax allowance of 150,000 yuan per year, while non-independent directors not employed by the company do not receive any compensation [2][3] - The fixed salary for employed non-independent directors and senior management consists of a fixed salary and performance-based salary, which is managed according to their actual performance [3][4] Assessment System - Directors undergo annual assessments based on their diligence, capability, and any penalties from regulatory bodies [5] - Senior management's assessment methods change according to their job position changes within the fiscal year [5] Implementation and Amendments - The system is subject to approval by the shareholders' meeting and can be amended as necessary [6] - The system takes effect upon approval by the shareholders' meeting and is interpreted by the compensation and assessment committee of the board [6]

Meeting Introduction - The meeting of Zhejiang Dongri Co., Ltd. is scheduled for September 5, 2025, at 14:30, located at 168 Shifulu, Lucheng District, Wenzhou, Zhejiang Province [1] - The meeting will adopt a combination of on-site and online voting methods, with specific voting times outlined for both platforms [1] Meeting Regulations - Shareholders attending the meeting must present identification and relevant documents to receive meeting materials [2] - Late arrivals after the meeting has officially started may attend but will not have voting rights [2] - Only authorized attendees, including shareholders, directors, and invited representatives, are allowed in the meeting room [2] Speaking and Voting Procedures - Each shareholder's speaking time is limited to 5 minutes, and they must register in advance to speak [3] - The meeting will not allow interruptions during the agenda, and only registered shareholders can speak [3] - Voting will be conducted by name, with each share representing one vote [4] Agenda Item - The first agenda item involves the revision of the company's "Performance Assessment and Compensation Management Measures for Directors and Senior Management" [7] - The revision aims to enhance corporate governance and standardize the management of director and senior management compensation [8] Compensation Management Principles - The compensation system will focus on sustainable development, aligning the interests of directors and senior management with the company's long-term goals [10] - The principles include transparency, fairness, and a combination of basic, performance, and reward compensation [10] Performance Assessment - The performance assessment will be based on the company's net profit and other relevant factors, with specific calculations for performance-based compensation [12][14] - The basic salary for senior management in 2025 will be set at 60% of the average total salary from 2022 to 2024, with a 5% annual increase starting in 2026 [12][13] Additional Provisions - The company reserves the right to adjust compensation based on significant changes in the business environment or performance [15] - The compensation committee will oversee the implementation of these measures and ensure compliance with relevant laws and regulations [16]

Meeting Information - The company will hold its second extraordinary general meeting of shareholders in 2025 on September 15, 2025 [1][2] - The meeting will be convened by the company's board of directors, following the approval of the proposal to hold the meeting during the 17th meeting of the 12th board on August 26, 2025 [1] - The meeting will be conducted both in-person and via online voting [1][2] Voting Details - The voting period through the Shenzhen Stock Exchange trading system is from 9:15 to 9:25, 9:30 to 11:30, and 13:00 to 15:00 on September 15, 2025 [1][2] - The equity registration date is set for September 8, 2025 [2] - All registered ordinary shareholders have the right to attend the meeting and may appoint a proxy to vote on their behalf [2][3] Agenda Items - The main agenda item includes the proposal to amend the "Remuneration Management System for Directors, Supervisors, and Senior Management" [1][2][7] - The voting on the proposals will be non-cumulative, and the results will be disclosed separately for small investors [2][3] Registration and Contact Information - Registration for the meeting must be completed by 11:30 AM on September 15, 2025 [3] - The registration location is at the company's meeting room in Tieling County, Liaoning Province [3] - Contact person for the meeting is Chi Feng, with a provided phone number and email for inquiries [4]

Core Points - The article outlines the management system for the resignation of directors and senior management at Jiangsu Libaba Industrial Co., Ltd, aiming to ensure stability in corporate governance and protect the rights of shareholders [1][2][3] Chapter Summaries Chapter 1: General Principles - The system is established to regulate the resignation of directors and senior management, ensuring compliance with laws and regulations, transparency, smooth transitions, and protection of shareholder rights [1][2] Chapter 2: Resignation Circumstances and Conditions - Resignation can occur due to term expiration, voluntary resignation, dismissal, or other reasons. Directors can resign before their term ends by submitting a written resignation report, which must be disclosed within two trading days [2][3] Chapter 3: Responsibilities and Obligations upon Resignation - Resigning directors and senior management must complete all handover procedures and are prohibited from using their former positions to interfere with the company's operations. Confidentiality obligations regarding company secrets remain effective post-resignation [4][5] Chapter 4: Accountability Mechanism - Directors and senior management who leave before their term ends and cause losses to the company are liable for compensation. The company retains the right to pursue accountability for any breaches of duty or unfulfilled commitments post-resignation [6][7] Chapter 5: Supplementary Provisions - The system will be executed in accordance with relevant laws and regulations, and any conflicts with existing regulations will be resolved according to the latter. The board of directors is responsible for interpreting and amending the system [8]

Core Points - The company aims to enhance the compensation incentive and restraint mechanism for its directors and senior management to improve operational management efficiency [1] - The compensation system applies to independent directors, non-independent directors, and senior management [1][2] - The principles guiding the compensation system include linking actual income levels to company performance, aligning compensation with long-term development, and ensuring transparency [3][4] Compensation Management Structure - The shareholders' meeting determines the director's allowance plan, while the board of directors approves the compensation plan for senior management [1][2] - The compensation and assessment committee of the board is responsible for evaluating directors (excluding independent directors) [2] Compensation Standards and Distribution - Independent directors receive an annual allowance of 60,000 RMB (before tax), paid once every 12 months [2] - Non-independent directors do not receive additional allowances beyond their salaries [2] - Senior management's compensation is based on their specific roles and the company's performance assessment methods [2] Compensation Adjustment - The compensation system should adapt to the company's operational strategy and changing business conditions [4] - Adjustments are based on industry salary increases, inflation levels, company profitability, and organizational changes [4] Additional Provisions - The company reserves the right to terminate the position and reclaim allowances or performance bonuses if directors or senior management violate laws or company regulations [3][4] - The compensation system is subject to approval by the shareholders' meeting and can be modified accordingly [5]