证券代码：605589 证券简称：圣泉集团 公告编号：2026-002 济南圣泉集团股份有限公司 第十届董事会第十次会议决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏，并对其内容 的真实性、准确性和完整性承担法律责任。 一、董事会会议召开情况 济南圣泉集团股份有限公司（以下简称"公司"）第十届董事会第十次会议（以下简称"本次会议"）于 2026年1月27日以现场结合通讯方式在公司会议室召开。本次会议的通知于2026年1月23日以电话、电子 邮件等方式向各位董事发出。本次董事会应参加表决的董事7名，实际参加表决的董事7名。会议由董事 长唐一林先生主持，公司高级管理人员列席了本次会议。本次会议的召集、召开符合《中华人民共和国 公司法》（以下简称"《公司法》"）及《济南圣泉集团股份有限公司章程》的有关规定，会议决议合法 有效。 二、董事会会议审议情况 1、审议通过《关于变更注册资本并修订〈公司章程〉的议案》 同意变更注册资本并对《济南圣泉集团股份有限公司章程》修订如下： ■ 表决结果：7票同意，0票反对，0票弃权。 2、审议通过《关于聘任袁永先生为公司副总裁的议案》 表决结 ...

Core Viewpoint - The company has announced its third-quarter financial report for 2025, confirming the accuracy and completeness of the information disclosed, and has made decisions regarding bank credit applications and governance structure adjustments [9][32]. Financial Data - The third-quarter financial report has not been audited [8] - The company does not require retrospective adjustments or restatements of previous accounting data [3] - There are no non-recurring profit and loss items reported [3] Shareholder Information - The company has confirmed the total number of shareholders and the status of major shareholders as of September 30, 2025 [5][6]. Board Meeting Decisions - The board meeting held on October 28, 2025, approved several key resolutions, including: - Approval of the third-quarter report with unanimous consent [9] - Authorization for the company to apply for a total credit limit of up to RMB 230 million from various banks [10][11][12][13][14][15] - Approval of a proposal to provide guarantees for subsidiaries' bank credit applications totaling up to RMB 192 million [16][17][32] - Approval of the appointment of Tianjian Accounting Firm as the auditor for the 2025 fiscal year [19][47][48] - Approval of the cancellation of the supervisory board and amendments to the company’s articles of association [20][65] Governance Structure Changes - The company will cancel the supervisory board, allowing the audit committee to assume its responsibilities, and will amend relevant articles of association accordingly [20][65]. Credit Guarantee Details - The company will provide guarantees for its subsidiaries' bank credit applications, with specific amounts allocated to different banks and subsidiaries [33][34][35]. - The total amount of guarantees provided by the company will reach RMB 37.2 million, which is 49.99% of the company's latest audited net assets [46].

Group 1 - The company signed a technology transfer contract with Nanjing Gulou Hospital for the transfer of technical secrets related to NK cell-specific antigens and tumor-specific antigen cell connectors, with a total contract amount of 78.5 million yuan (including tax) [6][10] - The payment structure includes an upfront fee of 1.5 million yuan, progress rewards totaling 2.5 million yuan, and sales sharing up to 74.5 million yuan based on future sales [10][11] - The transaction is not classified as a related party transaction and does not constitute a major asset restructuring as per relevant regulations [6][7] Group 2 - The technology involved aims to enhance the targeting ability of NK cells against tumors without the need for transfection, which is a significant advancement in biomedicine [9] - The contract allows the company to develop, produce, and sell products based on the transferred technology globally and indefinitely [13] - The company anticipates that this transaction will help expand its pipeline in the biopharmaceutical sector, aligning with its long-term strategic goals [17] Group 3 - The company held a board meeting on October 24, 2025, where it approved the signing of the technology transfer contract [6][20] - The company plans to revise its articles of association and related meeting rules, including the cancellation of the supervisory board, which will be replaced by the audit committee of the board [20][21] - The proposed changes to the articles of association and meeting rules will be submitted for approval at the upcoming third extraordinary general meeting of shareholders [20]

Core Points - The company has decided to cancel the supervisory board and amend its Articles of Association to enhance its governance structure and comply with the new Company Law effective from July 1, 2024 [1][2] - The amendments to the Articles of Association include changing "shareholders' meeting" to "shareholders' assembly" and other adjustments that will require approval at the upcoming extraordinary shareholders' meeting [2][3] - The company is also revising several governance systems to align with the latest legal and regulatory requirements, which will be submitted for approval at the shareholders' meeting [3] Group 1: Cancellation of Supervisory Board - The supervisory board will be replaced by the audit committee of the board of directors, which will assume the powers previously held by the supervisory board [1] - The relevant rules governing the supervisory board will be abolished as part of this restructuring [1] Group 2: Amendments to Articles of Association - The specific amendments to the Articles of Association include the renaming of "shareholders' meeting" to "shareholders' assembly" and other necessary adjustments to the numbering and references within the document [2] - The revised Articles of Association will require a special resolution at the company's second extraordinary shareholders' meeting in 2025 for final approval [2] Group 3: Governance System Revisions - The company plans to revise several governance systems, including the rules for shareholders' meetings, board meetings, independent directors' work, related party transactions, external guarantees, and the management of raised funds [3] - These revised governance systems will also be subject to approval at the upcoming shareholders' meeting before they can take effect [3]

Core Viewpoint - The company has adjusted the upper limit of its share repurchase price from RMB 30.15 per share to RMB 75.85 per share to ensure the smooth implementation of the repurchase plan, reflecting confidence in its future development and intrinsic value [2][4]. Summary by Sections Share Repurchase Basic Information - The company approved a share repurchase plan on November 4, 2024, using its own funds and/or special loan funds for repurchase, with an initial upper limit of RMB 30.30 per share and a total repurchase amount between RMB 50 million and RMB 100 million [1]. Progress of Share Repurchase - As of the announcement date, the company has repurchased a total of 2.218462 million shares, accounting for 1.3745% of the total share capital, with a total expenditure of RMB 41.699596 million [2]. Reasons for Adjusting the Repurchase Price - The adjustment of the repurchase price limit is due to the company's stock price consistently exceeding the previous upper limit of RMB 30.15 per share, influenced by market conditions and the company's stock performance [3][4]. Rationality and Necessity of the Adjustment - The adjustment complies with relevant laws and regulations, and the new upper limit does not exceed 150% of the average trading price over the previous 30 trading days, facilitating the implementation of the repurchase plan [4]. Impact on Company’s Financial Health - The adjustment only affects the repurchase price limit and does not alter the total repurchase amount, ensuring no negative impact on the company's debt servicing ability or ongoing operations [4]. Decision-Making Process - The board of directors approved the adjustment on October 15, 2025, and this adjustment does not require shareholder meeting approval [4].

Core Points - The company announced changes to its registered capital and business scope, as well as amendments to its articles of association and governance systems [1][28] - The registered capital will be adjusted from 635,375,290 yuan to 635,315,290 yuan due to the repurchase and cancellation of certain restricted stock options [1][28] - The company plans to expand its business scope to include various services such as catering, urban delivery, labor dispatch, and sales of agricultural products [2][29] - The company will abolish its supervisory board, transferring its responsibilities to the audit committee of the board of directors [3][29] Group 1 - The company held its 19th meeting of the sixth board of directors on September 30, 2025, where several resolutions were passed [28] - The company will submit the changes to its articles of association for approval at the upcoming shareholders' meeting [5][30] - The governance systems being revised include rules for shareholder meetings, board meetings, and independent directors [6][33] Group 2 - A second extraordinary shareholders' meeting is scheduled for October 27, 2025, to discuss the resolutions passed by the board [8][42] - The meeting will allow for both on-site and online voting, ensuring compliance with relevant laws and regulations [9][10] - The company has set a record date of October 22, 2025, for shareholders to participate in the meeting [11][12]

登录新浪财经APP 搜索【信披】查看更多考评等级 公司计划不派发现金红利，不送红股，不以公积金转增股本。 证券代码：002195 证券简称：岩山科技 公告编号：2025-046 一、重要提示 本半年度报告摘要来自半年度报告全文，为全面了解本公司的经营成果、财务状况及未来发展规划，投 资者应当到证监会指定媒体仔细阅读半年度报告全文。 所有董事均已出席了审议本报告的董事会会议。 非标准审计意见提示 □适用 √不适用 董事会审议的报告期利润分配预案或公积金转增股本预案 □适用 √不适用 3、公司股东数量及持股情况 ■■ 单位：股 董事会决议通过的本报告期优先股利润分配预案 □适用 √不适用 公司是否需追溯调整或重述以前年度会计数据 □是 √否 ■ 持股5%以上股东、前10名股东及前10名无限售流通股股东参与转融通业务出借股份情况 □适用 √不适用 前10名股东及前10名无限售流通股股东因转融通出借/归还原因导致较上期发生变化 5、公司优先股股东总数及前10名优先股股东持股情况表 □适用 √不适用 □适用 √不适用 4、控股股东或实际控制人变更情况 控股股东报告期内变更 二、公司基本情况 1、公司简介 ■ 2、主要会 ...

Group 1 - The company has decided to cancel its supervisory board, transferring its powers to the audit committee of the board of directors, and will amend relevant provisions in its articles of association [3][49][50] - The company has approved the acquisition of 100% equity of Shanghai Cunjing Dental Clinic Co., Ltd. for a total amount of 46 million yuan, with the transaction constituting a related party transaction [14][15][31] - The acquisition aims to enhance the company's strategic investment in the Shanghai market, focusing on high-end dental services, particularly for children [31][32] Group 2 - The company held its tenth board meeting on August 22, 2025, where several resolutions were passed, including the confirmation of audit committee members and the election of a representative director [37][38] - The company’s 2025 semi-annual report was reviewed and approved, reflecting its operational and financial status [44][46] - The company plans to establish a high-end dental service center in Shanghai, targeting affluent clients and expanding its service offerings [22][31]

Core Viewpoint - The company plans to change the purpose of repurchased shares from "employee stock ownership plan" to "reduce registered capital" and will seek shareholder approval for the cancellation of these shares [5][8]. Summary by Sections 1. Share Repurchase Plan Overview - In 2021, the company approved a share repurchase plan to buy back shares for employee stock ownership, with a maximum price of RMB 35 per share and a total fund of between RMB 30 million and RMB 50 million [1][2]. - By November 1, 2022, the company repurchased 18,273,500 shares, accounting for 0.9653% of the total share capital, with a total expenditure of RMB 355.78 million [2]. 2. Changes in Repurchase Plan - The company decided to terminate the 2022 restricted stock incentive plan due to unmet performance targets and stock price fluctuations [3]. - In 2023, a new repurchase plan was approved with a maximum price of RMB 25 per share and a total fund of between RMB 25 million and RMB 50 million [4]. 3. Change of Purpose for Repurchased Shares - The company intends to change the purpose of 37,215,700 repurchased shares to reduce registered capital, which will require shareholder approval [5][8]. - After the cancellation, the total share capital will decrease from 1,880,611,391 shares to 1,843,395,691 shares [5][7]. 4. Impact of Share Cancellation - The cancellation of repurchased shares is expected to enhance financial metrics such as earnings per share and net asset value without adversely affecting the company's operations or shareholder interests [8]. 5. Approval Process - The board of directors and the supervisory board have both approved the proposal to change the purpose of the repurchased shares and will seek shareholder approval for the necessary amendments to the company's articles of association [9].

Core Points - The company plans to cancel 2 million shares held in its repurchase account to boost investor confidence and protect shareholder interests [1][2] - Following the cancellation, the total number of shares will decrease from 512,053,647 to 510,053,647, and the registered capital will reduce from RMB 512,053,647 to RMB 510,053,647 [1][2] - The company will amend its articles of association to reflect the changes in registered capital and share count [2] Summary by Sections - **Share Cancellation**: The company will cancel 2 million shares from its repurchase account, which is set to expire in September 2025 [1] - **Capital Reduction**: The registered capital will be adjusted from RMB 512,053,647 to RMB 510,053,647 following the share cancellation [1][2] - **Amendment of Articles**: The company will revise specific clauses in its articles of association to align with the new registered capital and share count, while other provisions will remain unchanged [2]