登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：002898 证券简称：*ST赛隆 公告编号：2026-010 赛隆药业集团股份有限公司（以下简称"公司"）第四届董事会第二十一次会议通知于2026年2月2日以书 面方式通过专人送出、传真、电子邮件、即时通讯相结合的方式送达各位董事。会议于2026年2月3日在 珠海市香洲区南湾北路31号2单元21层公司会议室以现场及通讯相结合的方式召开，会议应到董事9人， 实际出席董事9人，会议由公司董事长殷惠军先生主持，公司高级管理人员列席本次会议。全体董事一 致同意豁免本次董事会会议提前通知。本次会议的召集、召开和表决符合有关法律、行政法规、其他规 范性文件和《公司章程》的规定。 二、董事会会议审议情况 1.审议并通过了《关于修订〈内幕信息知情人管理制度〉的议案》 具体内容详见同日刊登在巨潮资讯网（www.cninfo.com.cn）上的《内幕信息知情人管理制度》。 表决结果：赞成9票，反对0票，弃权0票。 2.审议并通过了《关于制定〈董事、高级管理人员薪酬管理制度〉的议案》 赛隆药业集团股份有限公司 第四届董事会第二十一次会议决议公告 本公司及董事会全体成员保 ...

Group 1 - The company held its first extraordinary general meeting of shareholders on January 22, 2026, with no proposals being rejected [2] - A total of 472 shareholders attended the meeting, representing 77,785,386 shares, which is 26.9018% of the total voting shares [3][6] - The meeting was conducted in compliance with relevant laws and regulations, ensuring the legitimacy of the proceedings [13] Group 2 - The proposal to absorb the wholly-owned subsidiary Hubei Ling'an Technology Co., Ltd. was approved, with 77,522,786 shares in favor, accounting for 99.6624% of the valid votes [8][10] - The proposal to amend the "Compensation Management System for Directors and Senior Management" was also approved, with 77,422,086 shares in favor, representing 99.5329% of the valid votes [11][12] Group 3 - The meeting included participation from the company's directors, senior management, and witnessing lawyers, ensuring a comprehensive representation [7] - The legal opinion provided by Shanghai Jintiancheng (Wuhan) Law Firm confirmed that the meeting's procedures and voting results were valid and in accordance with the law [13][14]

Group 1 - The company held its sixth board meeting on January 14, 2026, with all seven directors present, and the meeting was deemed legally valid [2][3] - The board approved several proposals, including the purchase of liability insurance for directors and senior management, which aims to enhance risk management and protect investor interests [3][18] - The board also approved the establishment of a management system for the departure of directors and senior management to ensure governance stability [5][6] Group 2 - A proposal was approved to create a market value management system to regulate the company's market value management practices [8][9] - The board approved a proposal for the management of information disclosure deferrals and exemptions to ensure compliance with disclosure obligations [9][10] - The board approved a proposal for the controlling subsidiary to provide guarantees for its wholly-owned subsidiary, with a guarantee limit of up to 50 million yuan for the year 2026 [11][22] Group 3 - The board proposed to convene the first extraordinary general meeting of 2026 on January 30, 2026, to review the approved proposals [14][30] - The meeting will utilize both on-site and online voting methods, with specific voting times outlined [31][32] - The company will ensure that all shareholders are informed and can participate in the voting process [33][39]

Group 1 - The company held its 12th meeting of the third board of directors on December 25, 2025, with all 8 directors present, and the meeting was deemed legally valid [2][5] - The board approved the proposal for the estimated external guarantee limit for 2026, which is set at a maximum of RMB 330 million, aimed at supporting the business development of the company and its subsidiaries [3][24][32] - The board also approved the establishment of a remuneration management system for directors and senior management to enhance motivation and operational efficiency [6][8] Group 2 - The board proposed the election of Ye Meiping as a non-independent director to replace Zhu Changlin, who resigned for personal reasons [9][16] - The board's decision to hold the first extraordinary shareholders' meeting of 2026 on January 15, 2026, was also approved [13][38] Group 3 - The company confirmed that as of the announcement date, the total external guarantees provided by the company and its subsidiaries amounted to RMB 7.5 million, representing 0.84% of the latest audited net assets [34] - The company plans to provide guarantees to its wholly-owned and controlling subsidiaries, ensuring that the risks are manageable and do not harm the interests of shareholders, especially minority investors [31][32]

Group 1 - The company held its 13th meeting of the 5th Board of Directors on December 19, 2025, with all 9 directors present, confirming compliance with legal and procedural requirements [2][4] - The Board approved the establishment of the "Information Disclosure Postponement and Exemption Management System" [3][4] - The Board also approved the establishment of the "Director and Senior Management Compensation Management System," which will be submitted for review at the first extraordinary shareholders' meeting in 2026 [5][4] - The Board agreed to convene the first extraordinary shareholders' meeting of 2026 on January 7, 2026 [6][4] Group 2 - The extraordinary shareholders' meeting will be held on January 7, 2026, at 14:00 at a specified location in Changzhou [9] - Voting will be conducted through a combination of on-site and online methods, utilizing the Shanghai Stock Exchange's network voting system [10][11] - Shareholders must register to attend the meeting, with specific procedures outlined for both individual and corporate shareholders [19][20]

Core Viewpoint - ST Changyuan has faced three consecutive years of declining profits, with projections indicating a significant loss in 2024, yet the board and executives are seeking salary increases, raising concerns about the alignment of compensation with company performance [1][4]. Group 1: Salary Increases and Company Performance - The total salary for ST Changyuan's board and senior management for 2025 is proposed to be capped at 21.802 million yuan, with the current chairman and former chairman's combined salary not exceeding 5.171 million yuan, indicating a notable increase compared to 14.5537 million yuan in 2024 [2][3]. - The current chairman, Qiao Wenjian, has seen his salary rise significantly, with a cumulative increase of over 300% from 2022 to 2024, while the company's performance has deteriorated from a profit of 674 million yuan in 2022 to a projected loss of 978 million yuan in 2024 [3][4]. - The proposal for salary increases faced internal dissent, particularly from two directors representing the largest shareholder, who opposed the increase citing misalignment with the company's financial struggles and the new chairman's short tenure [2][3]. Group 2: Regulatory Changes and Governance - The China Securities Regulatory Commission (CSRC) issued revised Corporate Governance Guidelines, mandating that executive compensation be linked to company performance, aiming to enhance accountability and align management decisions with long-term goals [1][4][5]. - The new guidelines require companies to establish a compensation management system that aligns executive pay with company performance and personal achievements, promoting sustainable development [4][5]. - The CSRC's revisions also emphasize the need for mechanisms to reclaim or defer executive compensation in cases of poor performance, reinforcing the connection between pay and long-term value creation [5][6]. Group 3: Shareholder Response and Governance Practices - Following the concerns raised by the China Securities Investor Service Center, the proposed salary increase was ultimately rejected at the shareholders' meeting, with significant opposition votes against both the former and current chairman's salary proposals [6]. - The center's actions reflect a broader trend where minority investors are increasingly voicing their concerns regarding executive compensation, advocating for alignment with company performance [6]. - The center aims to enhance corporate governance and protect minority investors' rights, contributing to the overall quality of the capital market [6].

Group 1 - The company held its 13th temporary board meeting of the sixth board on December 4, 2025, with all 7 directors present, and the meeting was chaired by Director Ai Jing due to the absence of Chairman Fu Liang [2][4] - The board approved several key resolutions, including the purchase of liability insurance for directors and senior management, the dismissal of the general manager, and the removal of the internal audit center general manager [3][5][15] - The company plans to hold the 5th temporary shareholders' meeting on December 22, 2025, to discuss the approved resolutions, with provisions for both on-site and online voting [18][19][20] Group 2 - The company intends to purchase liability insurance for its directors and senior management, with a compensation limit of up to RMB 100 million and an annual premium not exceeding RMB 300,000 [11] - The board's decision to dismiss the general manager, Yuan Hongbo, was made in accordance with operational needs, and he will not hold any position within the company or its subsidiaries post-dismissal [15][16] - The shareholders' meeting will allow for separate voting counts for minority investors to enhance their participation in the decision-making process [23]

Core Viewpoint - The company held its second extraordinary general meeting of shareholders in 2025, where several key resolutions were passed, including the application for a comprehensive credit limit and the provision of guarantees for subsidiaries [1][3][30]. Meeting Details - The meeting was announced on October 30, 2025, and took place on November 17, 2025, at 14:30 in Xiamen [3][4]. - A total of 171 shareholders and authorized representatives attended, representing 248,580,560 shares, approximately 39.87% of the total shares [7][8]. Voting Results - The following resolutions were approved with significant support: - **Comprehensive Credit Limit for 2026**: 99.60% in favor [10][26]. - **Guarantee for Subsidiaries for 2026**: 99.59% in favor [10][27]. - **Foreign Exchange Hedging Plan for 2026**: 99.64% in favor [11][28]. - **Compensation Management System for Directors and Senior Management**: 99.58% in favor [12][29]. Legal Compliance - The meeting's procedures, including the qualifications of attendees and the voting process, were verified by legal counsel and found to be in compliance with relevant laws and regulations [14][30].

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]