上海华谊集团股份有限公司 股东会议事规则 第五条 股东会分为年度股东会和临时股东会。年度股东会每年召开一次， 应当于上一会计年度结束后的六个月内举行。临时股东会不定期召开，出现本规 则第十条所规定应当召开临时股东会情形时，临时股东会应当在两个月内召开。 公司在上述期限内不能召开股东会的，应当报告公司所在地中国证监会派出 机构和上海证券交易所，说明原因并公告。 （2025 年修订） 第一章 总 则 第一条 为规范上海华谊集团股份有限公司(以下简称公司)行为，保证股东 会依法行使职权，根据《中华人民共和国公司法》（以下简称《公司法》）、《中 华人民共和国证券法》（以下简称《证券法》）、《上市公司股东会规则》（以 下简称《股东会规则》）的规定及《上海华谊集团股份有限公司章程》（以下简 称《公司章程》），制定本规则。 第二条 公司股东会的召集、提案、通知、召开等事项适用本规则。 第三条 公司应当严格按照法律、行政法规、《公司章程》及本规则相关规 定召开股东会，保证股东能够依法行使权利。 公司董事会应当切实履行职责，认真、按时组织股东会。 公司全体董事应当勤勉尽责，确保股东会正常召开和依法行使职权。 第四条 股东会应当 ...

Core Points - The document outlines the operational guidelines for Shanghai Huayi Group Co., Ltd, focusing on the governance structure and responsibilities of the president and senior management [2][3] - It emphasizes the importance of adhering to legal regulations and the company's articles of association, ensuring effective implementation of the board's strategic plans [2][3] Section Summaries General Principles - The purpose of the guidelines is to enhance the corporate governance structure and clarify the responsibilities and authority of the management team under the president [2] - The president and senior management are required to comply with laws and the company's articles of association, bearing fiduciary and diligence obligations [2] Composition and Appointment of Management - The company has one president, appointed or dismissed by the board of directors, with other senior management members nominated by the president and approved by the board [3] - The president's term is three years, with the possibility of reappointment, and other senior management members share the same term conditions [3] Responsibilities and Authority - The president is accountable to the board and has the authority to make decisions on asset transactions not exceeding 300 million RMB [4] - The management team must not exceed the authority granted by the board and is encouraged to innovate within the established framework [4][5] Meeting Management - The company conducts weekly joint office meetings led by the president to discuss significant operational and management issues [5] - Meeting records are maintained as company archives, and decisions must be documented and approved by the board when necessary [5] Reporting System - The president is required to regularly report to the board and the audit committee on the company's operational management and significant decisions [6] Additional Provisions - The president must consult the labor union before making decisions affecting employee welfare and rights [6] - The guidelines will be effective upon approval by the board and will be revised as necessary to comply with national laws and regulations [6]

Core Viewpoint - Jiangxi Hongbo New Materials Co., Ltd. announced the repurchase and cancellation of a total of 2.685155 million restricted stocks due to the disqualification of certain incentive objects and failure to meet performance assessment targets for 2024 [1][4]. Group 1: Reasons for Repurchase and Cancellation - The company will repurchase and cancel 378,924 shares due to the departure of 9 incentive objects who no longer qualify [2][3]. - A total of 2,306,231 shares will be repurchased and canceled because the company did not meet the performance assessment targets of a net profit of no less than 400 million yuan or operating income of no less than 2.5 billion yuan for 2024 [3][4]. Group 2: Details of the Repurchase - The repurchase price for the initial grant of restricted stocks is set at 3.556 yuan per share plus interest, while the reserved grant price is 6.003 yuan per share plus interest [2][5]. - The total number of restricted stocks to be repurchased and canceled is 2.685155 million shares, involving 201 incentive objects [2][5]. Group 3: Changes in Share Capital Structure - After the repurchase and cancellation, the company's total share capital will decrease from 635,017,827 shares to 632,332,672 shares [5]. - The remaining restricted stocks under the 2022 equity incentive plan will be zero after this cancellation [5]. Group 4: Shareholder Holding Ratio Changes - The holding ratios of major shareholders will slightly increase post-cancellation, with Hongbo Chemical Co., Ltd. increasing from 21.6771% to 21.7681% [6]. - The total holding ratio of the major shareholders will rise from 40.9657% to 41.1375% [6]. Group 5: Legal Compliance and Commitments - The company confirms that the decision-making process and information disclosure regarding the repurchase comply with relevant laws and regulations [7][8]. - The company has ensured that all information related to the repurchase is accurate and has informed the relevant incentive objects, who have not raised objections [8].

【导读】巨融伟业拿下杭州高新控制权，林融升成为实际控制人 中国基金报记者 吴君 在停牌 2 天后， 7 月 1 日晚间， 杭州高新（股票代码：300478） 披露，北京巨融伟业能 源科技有限公司（以下简称巨融伟业）将成为公司新的控股股东， 林融升将成为公司实控人 。公司股票将于 7 月 2 日开市起复牌。 值得注意的是，此次交易价格按上市公司整体估值 26 亿元计算，巨融伟业将收购杭州高新 19.03% 股份。目前杭州高新股价为 13.48 元 / 股，总市值仅为 17 亿元，今年以来涨幅将 近 50% 。 巨融伟业拿下杭州高新控股权 林融升成为实际控制人 根据杭州高新最新披露的公告， 6 月 30 日，公司控股股东浙江东杭控股集团有限公司（以 下简称东杭集团）与巨融伟业签订《备忘录》。 根据《备忘录》，按照上市公司整体估值 26 亿元计算的每股价格，通过协议转让方式，由巨 融伟业收购东杭集团持有的上市公司股份 2410.59 万股（占公司总股本的 19.03% ），同 步完成将上市公司实控权转移给巨融伟业。若本次交易顺利推进并实施完成，公司控股股东 将由东杭集团变更为巨融伟业，公司实际控制人将由胡敏变更为林 ...

Group 1 - The company has successfully acquired exploration rights for the natural soda ash mine in Jilantai Town, Alxa Left Banner, Inner Mongolia, through a public auction for RMB 929,000 [1] - The geological analysis indicates the potential presence of soluble inorganic salt natural soda ash in the exploration area, which is located in a geologically favorable position with significant sediment thickness and stable deposition conditions [1] - The exploration area is situated in the Jilantai depression, which has a complete development of Triassic strata and extensive Upper Cretaceous strata, suggesting favorable conditions for the formation of natural soda ash deposits [1] Group 2 - The company will conduct further exploration to assess the viability of transitioning from exploration to extraction based on the findings [2] - The company emphasizes the importance of ongoing monitoring of the exploration progress and will fulfill its information disclosure obligations to investors [2]

General Provisions - The company establishes a system to regulate the deferral and exemption of information disclosure to strengthen regulatory oversight and protect investors' rights based on relevant laws and regulations [1][5]. - The company and other obligated parties may defer or exempt disclosure if there is sufficient evidence that the information involves state secrets or could violate confidentiality regulations [1][2]. Confidentiality Obligations - The company and other obligated parties have a duty to protect state secrets and must not disclose such information through any means, including investor interactions and press releases [1][2]. - The chairman and board secretary must enhance their legal awareness regarding confidentiality to ensure compliance with state regulations [1]. Conditions for Deferral or Exemption - Information related to commercial secrets may be deferred or exempted from disclosure if it meets certain conditions, such as potential unfair competition or significant harm to the company or others [1][2][3]. - If the reasons for deferral or exemption are eliminated, or if the information becomes difficult to keep confidential, timely disclosure is required [2]. Disclosure Procedures - The board secretary is responsible for organizing and coordinating the deferral and exemption of information disclosure, with the board of directors making the final decision [3][4]. - Any request for deferral or exemption must be submitted in writing, and the board secretary must verify compliance with relevant regulations before reporting to the board [3][4]. Record Keeping - The company must maintain records of any deferred or exempted disclosures, including the method of exemption and the type of information involved [4][5]. - Records must be kept for at least ten years, and the company must submit relevant materials to the local securities regulatory authority and the Shanghai Stock Exchange within ten days after the announcement of periodic reports [4][5]. Compliance and Accountability - The company must ensure that all disclosures are truthful, accurate, complete, timely, and fair, and must not misuse deferral or exemption to evade disclosure obligations or mislead investors [5]. - The company must carefully determine the scope of deferral or exemption and follow internal review procedures before implementation [5].

Core Points - The document outlines the working rules for independent director special meetings at Danhua Chemical Technology Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders and stakeholders [1][5] - Independent directors are defined as those who do not hold other positions within the company and have no direct or indirect interests that could affect their independent judgment [1][2] Group 1 - The company must hold at least one independent director special meeting annually, notifying all independent directors three days in advance [2] - Independent director special meetings can be conducted via written votes, and a temporary meeting can be proposed by more than half of the independent directors [2][3] - A quorum for the meeting requires the presence of more than half of the independent directors, who must personally attend or delegate another independent director if unable to attend [2][3] Group 2 - Certain matters must be discussed and approved by the independent director special meeting before being submitted to the board, including related party transactions and changes to commitments [2][8] - Independent directors have special rights, including hiring external agencies for audits and proposing temporary shareholder meetings [3][4] - The independent director special meeting must document the basic situation of discussed matters, the basis for opinions, and the legality and compliance of the matters [3][4] Group 3 - Independent directors must express their independent opinions during the meeting, which should be clearly stated and recorded [4][5] - The company is responsible for ensuring the meeting is held and providing necessary working conditions and support for independent directors [4][5] - Confidentiality obligations are imposed on attending independent directors regarding the matters discussed in the meeting [4][5]

点击注册小程序 查看完整报告 公司"年产10000吨高透光材料新建项目"分为两期，一期项目实为生产环烯烃单体5000吨，二期项目则是 将一期项目所生产的环烯烃单体生产合成为环烯烃聚合物（即COC）。公司COC项目于2024年9月进入试 生产阶段，截至2025年5月，根据公司在上证e互动所披露的消息，公司COC产品仍存在批次的稳定性问 题，部分批次存在微黄现象。而根据本次公告，公司上述项目已正式进入生产阶段，已产出COC合格产 品。因此说明公司COC试生产过程中的批次稳定性问题已得到解决，后续COC将迎来稳定的规模化放量。 公司发布限制性股票激励计划，以COC产品业务进度等作为考核依据 6月23日，公司发布《2025年限制性股票激励计划（草案）》。公司拟向22名激励对象授予限制性股票203 万股，激励对象包括公司董事、高级管理人员、核心技术（生产）人员、子公司核心人员，对应授予价格 为22.17元/股。本次限制性股票激励计划的考核年度为2025-2027年，并分别以公司环烯烃单体及聚合物、 高耐热树脂等核心产品的业务进展以及归母净利润作为考核目标。6月30日，公司进一步发布上述计划的 草案修订稿，并在业绩考核目 ...

Group 1 - The core issue involves the former controlling shareholder of Yangmei Chemical, Huayang Group, transferring approximately 1.126 billion yuan without company consent, which constitutes non-operating fund occupation [1] - The company has received an administrative penalty notice from the Shanxi Securities Regulatory Bureau for failing to disclose the non-operating fund occupation [1] - Despite the incident, the company assures that its production and business activities are normal, and the name change to "Luhua Technology" is proceeding as planned [1] Group 2 - Yangmei Chemical is in a critical stage of transformation and upgrading, with recent share purchases by the controlling shareholder indicating confidence in the company's future [2] - The name change to "Luhua Technology" signifies a commitment to increasing intelligent development and optimizing business layout [2] - The company aims to deepen its business transformation with support from its controlling shareholder, focusing on emerging industries such as hydrogen energy and intelligent equipment [2] - Yangmei Chemical plans to implement a "three focuses" strategy, concentrating on new production capabilities, green low-carbon development, and core business growth [2]

Core Viewpoint - Jinpu Titanium Industry (000545.SZ) has initiated a significant capital action in mid-2025 after three consecutive years of losses, planning to acquire Nanjing Lide Dongfang Rubber and Plastic Technology Co., Ltd. (Lide Dongfang) through asset disposal and cash payment, which may serve as a crucial lifeline for the company amid ongoing challenges in its primary titanium dioxide business [1][11]. Group 1: Transaction Details - The transaction will involve a major asset swap, issuance of shares, and cash payment to acquire controlling equity in Lide Dongfang, with the counterparties being Nanjing Jinpu Dongyu Investment Co., Ltd. and Nanjing Hengyutaihe Investment Partnership [2]. - Jinpu Titanium plans to dispose of some of its assets and liabilities as part of this transaction [3]. Group 2: Background of Lide Dongfang - Lide Dongfang is the only domestically autonomous enterprise for high-speed rail rubber hoses and a standard setter for automotive hoses, with products serving various sectors including rail transportation, wind energy, automotive, aerospace, and marine engineering [8]. - The company has seen significant revenue growth, with sales increasing from over 300 million yuan in 2020 to surpassing 1 billion yuan in 2024 [8]. Group 3: Financial Performance of Jinpu Titanium - In 2024, Jinpu Titanium reported total revenue of 2.133 billion yuan, a year-on-year decline of 5.86%, and a net loss of 244 million yuan, which is a 39.81% increase in losses compared to the previous year [11]. - The company has accumulated losses exceeding 550 million yuan over the past three years, with the primary reasons cited as weak market demand for titanium dioxide due to the real estate downturn and intensified market competition [11]. - Jinpu Titanium's attempts to pivot towards the new energy sector have not met expectations, further exacerbating its financial difficulties [11][12].