证券代码：301298 证券简称：东利机械 公告编号：2025-046 保定市东利机械制造股份有限公司 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。 保定市东利机械制造股份有限公司（以下简称"公司"）于2025年7月11日 召开第四届董事会第十四次会议，审议通过《关于2025年董事、高级管理人员薪 酬方案的议案》。 为了进一步完善公司激励约束机制，有效调动公司董事、高级管理人员的工 作积极性和创造性，促进公司进一步提升工作效率及经营效益，根据《公司章程》 《董事会薪酬与考核委员会工作细则》及公司相关制度，结合公司实际经营发展 情况，并参照行业、地区薪酬水平，公司制定了2025年度董事、高级管理人员薪 酬方案，具体如下： 一、适用对象 （二）高级管理人员薪酬方案 高级管理人员（除担任董事以外的其他高级管理人员）薪酬由月度工资及年 度奖金两部分构成，月度工资根据公司《薪酬分配制度》发放，年度奖金根据《年 度绩效考核评估意见》发放，并享受同等岗位相应津贴、福利等待遇。 四、其他规定 酬和津贴按其实际任期计算并予以发放。 缴。 公司全体董事、高级管理人员 二、适用期 ...

Core Viewpoint - The company is convening its third extraordinary general meeting of shareholders in 2025 to discuss key proposals, including the downward adjustment of the conversion price for its convertible bonds and the remuneration for the board of directors and senior management [1][10]. Group 1: Meeting Details - The extraordinary general meeting will take place on July 4, 2025, at 14:00, with both on-site and online voting options available [1]. - The meeting will be presided over by Chairman Zhang Baizhong, and will include the reading of the meeting agenda, shareholder speeches, voting on proposals, and the announcement of results [1][2]. Group 2: Proposal for Downward Adjustment of Conversion Price - The company proposes to adjust the conversion price of its "Qibin Convertible Bonds" due to the closing price being below 85% of the current conversion price for 15 consecutive trading days [4][9]. - The initial conversion price was set at 13.15 yuan per share, and it has been adjusted multiple times, with the latest adjustment bringing it down to 6.16 yuan per share [5][6]. - The adjustment requires approval from at least two-thirds of the voting rights held by shareholders present at the meeting [10]. Group 3: Remuneration for Directors and Senior Management - The company aims to enhance governance effectiveness and attract international talent by proposing a new remuneration scheme for its board of directors and senior management [12]. - Non-independent directors will have their salaries based on performance evaluations, while independent directors will receive fixed annual allowances [12][13]. - The new remuneration standards will take effect from June 1, 2025, and will be disclosed in the annual report [14].

Core Viewpoint - The company is convening its first extraordinary general meeting of shareholders in 2025 to discuss several key proposals, including the election of a new board of directors and amendments to the company's governance structure [2][16][21]. Group 1: Meeting Details - The meeting is scheduled for June 27, 2025, at 14:00 in the company's conference room [8][9]. - Voting will be conducted through a combination of on-site and online methods, with specific time slots for online voting [7][8]. - Attendees must register 30 minutes prior to the meeting and present necessary identification documents [2][3]. Group 2: Proposals for Discussion - Proposal 1: The company plans to abolish the supervisory board and amend its articles of association to enhance governance efficiency [10][11]. - Proposal 2: The company seeks to revise several management systems, including the rules governing shareholder meetings and the remuneration management system for directors and senior management [12][13]. - Proposal 3: A new remuneration scheme for the fourth board of directors is proposed, linking compensation to company performance [14][15]. Group 3: Board Elections - Proposal 4: The election of the fourth board of directors will include three non-independent directors, with specific candidates nominated [16][17]. - Proposal 5: The election of three independent directors is also on the agenda, with candidates already vetted and approved by the Shanghai Stock Exchange [21][22]. Group 4: Candidate Qualifications - The nominated candidates for the board have been assessed for compliance with legal requirements and have no disqualifying factors [17][22][25][26][27]. - Each candidate's professional background and qualifications are detailed, ensuring they meet the necessary standards for board membership [18][19][20][24][25][26][27].

Group 1 - The company held its fifth extraordinary shareholders' meeting in 2025, resulting in the election of the 11th board of directors [1] - The first meeting of the 11th board was conducted on June 19, 2025, with a combination of in-person and communication methods [1] - Mr. Weng Zhanbin was elected as the chairman of the 11th board, with a unanimous vote of 7 in favor [1] Group 2 - The company established specialized committees within the board, including the Strategic Development Committee, Nomination Committee, Compensation Committee, Audit Committee, and Risk Control Committee, with specific members appointed [2] - Mr. Tang Lei was appointed as the general manager of the company, also with a unanimous vote of 7 in favor [2] - Mr. Sun Yingxiang and Mr. Sun Tieming were appointed as deputy general managers, and Ms. Yang Limin was appointed as the financial director, all with unanimous approval [3] Group 3 - Ms. He Ming was appointed as the securities affairs representative, with a unanimous vote of 7 in favor [5] - The company proposed a compensation scheme for directors and senior management, which was reviewed and approved by the compensation committee [6] - The company plans to adjust and add daily related transactions based on the original expected transactions, with the proposal requiring shareholder approval [6]

Core Viewpoint - The proposal regarding the compensation plan for the board of directors and senior management of Chengdu Road and Bridge (SZ002628) was not approved at the shareholders' meeting due to some shareholders defaulting on their votes, which were considered as abstentions [1][2]. Group 1: Shareholder Voting and Abstentions - The proposal will be resubmitted for approval at the shareholders' meeting after it was not passed in the previous meeting on May 7, 2024 [2]. - A significant portion of the votes were classified as abstentions, with 155,835,678 shares (approximately 90.91%) defaulting due to non-voting, primarily attributed to the largest shareholder, Sichuan Hongyi Jiahua Industrial Co., Ltd. [3][4]. - The total number of shares held by the largest shareholder, Hongyi Jiahua, is 117,767,762, which contributed to the default abstentions [4][6]. Group 2: Compensation Details - In 2023, the total compensation for the board of directors and senior management was 7.71 million yuan, slightly lower than the 7.84 million yuan in 2024 [8][9]. - The chairman's salary in 2023 was 1.15 million yuan, while in 2024, the chairman's salary increased to 925,700 yuan [8][9]. - The company reported a decline in both revenue and net profit in the previous year, with net profit being a loss [10]. Group 3: Governance and Compliance - The company emphasized the importance of timely determination of the compensation plan to ensure orderly governance processes and effective execution of company strategy [10]. - The resubmission of the proposal is a necessary step to comply with regulations and to facilitate further communication with shareholders regarding the compensation plan [10].

登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：002628 证券简称：成都路桥 公告编号：2025-032 成都市路桥工程股份有限公司 第七届董事会第三十二次会议 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、准确和完整，没有虚假记载、误导性陈述或重大遗 漏。 一、董事会会议召开情况 成都市路桥工程股份有限公司（以下简称"公司"）第七届董事会第三十二次会议于2025年6月17日以现 场表决与通讯表决相结合的方式召开。会议通知于2025年6月13日以电子邮件的方式发出。本次会议由 董事长林晓晴女士主持，应参加表决董事9名，实际参加表决董事9名。本次会议的召集、召开程序符合 《中华人民共和国公司法》及《公司章程》的规定。 二、董事会会议审议情况 经与会董事审议并通过记名投票方式表决，会议审议通过了以下议案： （一）审议通过《关于聘任内部审计负责人的议案》 同意聘任王敏先生为公司内部审计负责人，任期自第七届董事会第三十二次会议审议通过之日起至第七 届董事会届满之日止。具体内容详见同日在《中国证券报》《证券时报》《上海证券报》《证券日报》 及巨潮资讯网（www.cninfo.com.cn）披露 ...

Core Viewpoint - The company has approved the compensation plans for the fourth board of directors and senior management, linking their remuneration to the company's performance and market standards [1][2]. Summary by Sections Compensation Plan for Board of Directors - The compensation plan applies to all members of the fourth board of directors, including independent and non-independent directors, as well as employee representative directors [1]. - The plan is set for the duration of their term [2]. - Internal directors' compensation is tied to the company's annual performance and consists of basic salary, performance salary, and other benefits [2]. - External directors receive a fixed allowance of 78,000 yuan per year, with no additional compensation or social security benefits [2]. - Independent directors receive a fixed allowance of 100,000 yuan per year, with no additional compensation or social security benefits [2]. Compensation Plan for Senior Management - The compensation plan for senior management is also linked to the company's performance and includes basic salary, performance salary, and other benefits [2]. - Basic salary is determined based on the position's value, responsibility, capability, and market salary trends [2]. - Performance salary is based on the annual performance evaluation scheme for senior management [2]. - Other benefits include social insurance and housing provident fund contributions as per national and local regulations [2].

截至2024年12月31日，本公司募集资金实际使用情况详见本报告附件1：募集资金使用情况对照表。 （二）募投项目先期投入及置换情况 截至2024年12月31日，本公司不存在募投项目先期投入及置换的情况。 （三）用闲置募集资金暂时补充流动资金情况 登录新浪财经APP 搜索【信披】查看更多考评等级 截至2024年12月31日，公司有4个募集资金专户，募集资金具体存放情况如下： ■ 三、报告期内募集资金的实际使用情况 （一）募集资金投资项目的资金使用情况 截至2024年12月31日，本公司不存在用闲置募集资金暂时补充流动资金的情况。 （四）对闲置募集资金进行现金管理，投资相关产品情况 为提高募集资金使用效率，合理利用部分暂时闲置募集资金，公司于2024年10月25日召开第五届董事会 第八次会议、第五届监事会第七次会议，审议通过了《关于使用暂时闲置募集资金进行现金管理的议 案》，同意公司在确保不影响募集资金投资项目正常实施、不影响正常生产经营以及确保募集资金安全 的前提下，使用额度不超过人民币1.2亿元的部分暂时闲置募集资金进行现金管理，用于投资安全性 高、流动性好、满足保本要求的产品（包括但不限于购买保本型理财产品 ...

Group 1 - The company plans to use up to 620 million yuan of temporarily idle raised funds for cash management, ensuring it does not affect the implementation of fundraising projects [2][13][14] - The cash management aims to improve the efficiency of fund usage, reduce financial costs, and increase company revenue [1][8] - The investment will be in low-risk, highly liquid principal-protected financial products, such as structured deposits and time deposits, avoiding stocks and derivatives [3][7][12] Group 2 - The cash management decision is valid for 12 months from the board's approval date, allowing for rolling use within the specified limit [4][13] - The board chairman or authorized personnel will make investment decisions and sign relevant contracts, with the finance department responsible for implementation [5][13] - The company will disclose cash management details in accordance with relevant regulations [6][12] Group 3 - The income generated from cash management will be prioritized for supplementing investment project funding shortfalls and daily operational liquidity [7][8] - The company emphasizes that this cash management will not impact the progress of fundraising projects and aims to enhance returns for shareholders [8][14][15]