登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：000417 证券简称：合百集团 公告编号：2025一36 合肥百货大楼集团股份有限公司 2025年第一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内容的真实、准确、完整，没有虚假记载、误导性陈述或重大遗 漏。 重要提示： 3.召开方式：现场投票和网络投票相结合 1.本次股东大会没有出现否决议案的情形。 2.本次股东大会不涉及变更以往股东大会已通过的决议。 一、会议召开和出席情况 （一）会议召开的情况 1.现场会议召开时间：2025年10月9日（星期四）下午14:30 网络投票时间为：（1）通过深圳证券交易所交易系统投票的时间为2025年10月9日上午9:15-9:25、9:30- 11:30，下午13:00-15:00；（2）通过深圳证券交易所互联网投票系统投票的时间为2025年10月9日上午 9:15至下午15:00的任意时间。 2.召开地点：合肥市蜀山区黄山路596号合肥百货大楼集团股份有限公司20层会议室。 4.召集人：公司董事会 5.主持人：董事张同祥先生（代行董事长职责） 6.会议的召开符合有关法律、行政法规、部门规章、规范 ...

Group 1 - The company will hold its second extraordinary general meeting of shareholders in 2025 on October 13, 2025, at 14:30, combining on-site voting and online voting [2][71] - The meeting will discuss several proposals, including amendments to the company's articles of association and rules for shareholder and board meetings, which require a two-thirds majority for approval [8][70] - The company has set a record date of September 29, 2025, for shareholders eligible to attend the meeting [3] Group 2 - The company plans to change its accounting firm from Lixin Certified Public Accountants to Xinyong Zhonghe Certified Public Accountants for the 2025 fiscal year to ensure audit independence and objectivity [25][26] - Xinyong Zhonghe has a strong background, with 1,780 registered accountants and a revenue of 4.054 billion yuan in 2024, including 2.587 billion yuan from audit services [28] - The audit fee for the 2025 fiscal year is set at 890,000 yuan, which includes travel expenses [34][41] Group 3 - The company intends to issue non-public corporate bonds totaling no more than 1.5 billion yuan to optimize its financial structure and reduce financing costs [45] - The bonds will have a face value of 100 yuan each and will be issued at par, with a maximum term of five years [46][48] - The funds raised will be used to repay maturing bonds and for other purposes permitted by law [51]

Group 1 - The company held its seventh temporary board meeting on September 23, 2025, with all eight directors present, including one independent director participating via communication [2] - The board approved the amendment of the company's articles of association, with a unanimous vote of 8 in favor and no opposition or abstentions [3] - The revised articles of association will be submitted for approval at the company's first temporary shareholders' meeting in 2025 [4] Group 2 - The board also approved the amendment of the shareholder meeting rules, with the same unanimous voting results [5] - This amendment will also require approval at the upcoming shareholders' meeting [6] - Additionally, the board approved the amendment of the board meeting rules, again with unanimous support [7] Group 3 - The board decided to convene the first temporary shareholders' meeting of 2025, with the same unanimous voting results [9][10] - The meeting is scheduled for October 9, 2025, and will include both on-site and online voting options for shareholders [15][16] - The meeting will address several proposals that have already been approved by the board and the supervisory board [19] Group 4 - The company announced that it will no longer have a supervisory board, with the audit committee of the board taking over its responsibilities [32] - This change is part of the amendments to the articles of association, which will be submitted for shareholder approval [34] - The supervisory board will continue to fulfill its duties until the shareholders' meeting approves the changes [33]

Group 1 - The second extraordinary general meeting of shareholders was held on September 19, 2025, at the company's meeting room in Harbin [2] - The meeting was presided over by the chairman, Ma Zhongzhi, and utilized a combination of on-site and online voting methods, complying with the Company Law and the company's articles of association [2][3] - All proposed resolutions were passed, including amendments to the company's articles of association, shareholder meeting rules, and board meeting rules [3][4] Group 2 - The resolution to cancel the supervisory board was also approved, indicating a significant governance change within the company [3][4] - The meeting was legally witnessed by Beijing Yuecheng (Heilongjiang) Law Firm, confirming that the procedures and voting results were valid and in accordance with relevant laws and regulations [4]

Group 1 - The first extraordinary general meeting of shareholders for 2025 was held on September 16, 2025, at the company's office in Shanghai [2][5] - The meeting was convened by the board of directors and chaired by Chairman Wang Haifeng, utilizing both on-site and online voting methods, complying with relevant laws and regulations [2][3] - All proposed resolutions, including amendments to the Articles of Association and the Rules of Procedure for Shareholders' Meetings, were approved with more than two-thirds of the voting rights represented [3][4] Group 2 - The meeting had full attendance from the board of directors, with all 9 directors and 3 supervisors present, along with the board secretary and some senior executives [3][4] - The legal proceedings of the meeting were witnessed by Shanghai Dongfang Huayin Law Firm, confirming that all procedures and resolutions were in accordance with the law [4]

Meeting Overview - The second extraordinary general meeting of shareholders for 2025 was held on September 15, 2025, at 14:00, combining on-site and online voting methods [3][5][6] - A total of 86 shareholders attended the meeting, representing 304,645,275 shares, which is 36.9360% of the total voting shares [8] Voting Results - The proposal to amend the company's articles of association was approved with 293,214,425 votes in favor, accounting for 96.2478% of the valid votes [14] - The proposal to revise and establish governance systems was also approved, with individual sub-proposals receiving significant support, such as the amendment to the shareholders' meeting rules, which garnered 96.5430% approval [16][18] Legal Compliance - The meeting's procedures, participant qualifications, and voting processes were confirmed to comply with relevant laws and regulations, ensuring the validity of the voting results [33]

Core Points - The company held its third extraordinary general meeting of shareholders on September 15, 2025, with no resolutions being rejected [1][2] - The meeting was conducted through a combination of on-site and online voting [3] Meeting Details - The meeting took place at 14:30 on September 15, 2025, at the company's lecture hall in Guangzhou [4][5] - A total of 723 shareholders and their authorized representatives attended, representing 461,356,913 shares, which is 32.8732% of the total shares [6][22] - The meeting was legally compliant with relevant laws and regulations [5][20] Voting Results - The following resolutions were passed: 1. Amendment to the Articles of Association: Approved by 450,940,523 shares (97.7422% of votes) [9][26] 2. Revision of Board Meeting Rules: Approved by 451,794,639 shares (97.9274% of votes) [10][27] 3. Revision of Shareholder Meeting Rules: Approved by 451,805,532 shares (97.9297% of votes) [11][28] - The voting results indicate a significant majority in favor of the proposed amendments, with a notable dissent from minority investors on some resolutions [9][10][11] Legal Opinion - The legal opinion provided by the law firm confirmed that the meeting's procedures, participant qualifications, and voting processes were in accordance with the law [13][30]

Group 1 - The board of directors guarantees the announcement's content is free from false records, misleading statements, or significant omissions, and assumes legal responsibility for its authenticity, accuracy, and completeness [1] - The meeting was convened by the board of directors and conducted through a combination of on-site and online voting, complying with the Company Law and Articles of Association [2] - The meeting was attended by 1 out of 7 current directors, with the board secretary present [2] Group 2 - The proposal to abolish the supervisory board and amend the Articles of Association was passed with more than 2/3 of the voting rights held by attending shareholders or their representatives [3] - The meeting was held on September 12, 2025, at a specified location in Beijing [4] - The legal firm Beijing Jindu Law Firm witnessed the meeting, confirming that the convening and proceedings complied with relevant laws and regulations [5]

Core Viewpoint - Shenzhen Textile (Group) Co., Ltd. held its 43rd meeting of the 8th Board of Directors, where several resolutions were passed regarding amendments to the company's articles of association and rules, as well as approval for related party transactions and the convening of a second extraordinary general meeting of shareholders in 2025 [1][2][3][4][5][6][7][8][9]. Summary by Sections Board Resolutions - The board unanimously approved the amendment of the company's articles of association, which will be submitted for review at the second extraordinary general meeting of shareholders in 2025, requiring a two-thirds majority for approval [1][2]. - The board also approved amendments to the rules of the general meeting of shareholders, which will similarly require shareholder approval [3][4]. - Amendments to the rules of the board of directors and the audit committee's working regulations were also approved, pending shareholder approval [4][5][6]. - The board approved the amendment of the general manager's working rules and the investment management system, both requiring further shareholder approval [6][7]. Related Party Transactions - The company’s subsidiary, Shenzhen Shengbo Optoelectronics Technology Co., Ltd., plans to engage in procurement cooperation with Hefei Xinmei Material Technology Co., Ltd. for raw materials, with an expected transaction amount not exceeding RMB 193 million for 2025 [9][10][11]. - This transaction is deemed a related party transaction due to the shared leadership between the two companies, as the vice chairman of Shengbo Optoelectronics is also the chairman of Hefei Xinmei [10][11][12]. Upcoming Shareholder Meeting - The second extraordinary general meeting of shareholders is scheduled for September 29, 2025, with provisions for both on-site and online voting [27][28][29]. - The meeting will address the resolutions passed by the board, including the amendments to the articles of association and the related party transactions [28][32].

Group 1 - The company held its third extraordinary general meeting of shareholders on September 10, 2025, with all resolutions passed without any objections [5][2] - The meeting was conducted in accordance with the Company Law, Securities Law, and the company's articles of association, utilizing both on-site and online voting methods [2][4] - All current directors and supervisors attended the meeting, ensuring full representation [3] Group 2 - Several key resolutions were approved, including the cancellation of the supervisory board and amendments to the company's articles of association [4][6] - The resolutions regarding the revision of the company's shareholder meeting rules and board meeting rules were also passed [4][6] - The meeting's legal compliance was confirmed by the witnessing lawyers from Beijing Zhonglun Law Firm [6] Group 3 - The company announced its participation in the 2025 semi-annual performance briefing for the new materials industry on September 18, 2025 [8][10] - The briefing will be held online, allowing investors to interact and ask questions regarding the company's semi-annual performance and financial indicators [11][12] - Investors can submit questions in advance from September 11 to September 17, 2025, to facilitate discussion during the briefing [13]