证券代码：603173 证券简称：福斯达 公告编号：2025-036 杭州福斯达深冷装备股份有限公司 关于召开2025年第二次临时股东大会的通知 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。 重要内容提示： 召开的日期时间：2025 年 9 月 16 日 14 点 30 分 召开地点：浙江省杭州市临平区兴起路 398 号二楼会议室 (五)网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东大会网络投票系统 二、 会议审议事项 本次股东大会审议议案及投票股东类型 网络投票起止时间：自2025 年 9 月 16 日 至2025 年 9 月 16 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东大会召开当日的交易时间段，即 9:15-9:25,9:30-11:30，13:00-15:00；通过 互联网投票平台的投票时间为股东大会召开当日的 9:15-15:00。 (六)融资融券、转融通、约定购回业务账户和沪股通投资者的投票程序 涉及融资融券、转融通业务、约定购回业务相关账户以及沪股通投资 ...

新修订的公司法实施满一周年之际，董责险市场正在悄然发生结构性变化。多项数据显示，越来越多的 上市公司将董事、监事及高级管理人员责任保险（董责险）纳入风险管理"标配"。据不完全统计，截至 今年7月中旬，已有300余家A股上市公司披露了董责险投保计划，市场渗透率正加快接近30%，与2019 年不足8%的水平相比增长明显。尽管董责险热度不断升温，但渗透率偏低、定价机制尚不成熟、保障 认知仍存偏差等问题突出，如何实现高质量、可持续发展，成为各方关注焦点。 董责险并非新生事物，其早在2002年便已进入中国市场，但在较长时期内始终处于"边缘位置"。转折出 现在2020年之后，随着A股市场对信息披露、规范治理的要求不断提高，尤其是康美药业、大智慧等案 件引发董监高被追责的典型判例持续发酵，企业高管风险意识迅速抬头。更具标志性的节点是，2024年 7月施行的新公司法首次以立法形式确立了董责险制度，明确公司可以为董事任职期间投保责任保险， 并将相关信息纳入股东会报告事项。这一制度安排促使董责险由"可选"向"必须"靠拢。 对此，陈辉表示，当前A股市场董责险风险评估方式亟需升级，不能再停留于传统因子定价阶段，应借 助大模型与机器学 ...

Meeting Overview - The first extraordinary general meeting of shareholders was held on July 30, 2025, at the company's office in Hefei, Anhui Province [2] - The meeting was convened by the board of directors and chaired by Chairman Zhang Xucheng, utilizing a combination of on-site and online voting methods [2][3] Attendance - All 7 current directors attended the meeting, along with the general manager and board secretary, while other executives were present as attendees [3] Resolutions Passed - The following proposals were approved during the meeting: - Cancellation of the supervisory board and amendments to the Articles of Association [4] - Approval of the Articles of Association [4] - Approval of the Rules of Procedure for Shareholders' Meetings [5] - Approval of the Rules of Procedure for Board Meetings [5] - Approval of the External Guarantee Management Measures [5] - Approval of the Fundraising Management Measures [5] - Approval of the Related Party Transaction Management Measures [5] - Approval of the Independent Director Work System [5] - Approval of the External Investment Management System [5] - Approval of the Remuneration Management Measures for Directors and Senior Management [5] - Approval of the Selection System for Accounting Firms [6] - Approval of the increase in estimated daily related party transactions for 2025 [6] Legal Compliance - The meeting was witnessed by Shanghai Tongli Law Firm, confirming that the convening and procedures of the meeting complied with relevant laws and regulations [6]

Group 1 - The company will hold its 2024 Annual General Meeting on June 26, 2025, at 14:30 [3][40] - The meeting will be conducted in a hybrid format, combining on-site voting and online voting [5][40] - The record date for shareholders to attend the meeting is June 20, 2025 [6] Group 2 - The company plans to purchase Directors, Supervisors, and Senior Management Liability Insurance to enhance its risk management system [30] - The insurance coverage limit will not exceed RMB 30 million, with an annual premium not exceeding RMB 150,000 [31] - The Supervisory Board supports the purchase, stating it will strengthen corporate governance and protect the rights of the company and its investors [32]

Core Viewpoint - Shenzhen Sanwang Communication Co., Ltd. is revising its management systems in accordance with updated regulations and has decided to abolish the supervisory board [1] Group 1: Management System Revisions - The company held its third board meeting on May 29, 2025, where it approved the proposal to formulate and revise certain management systems [1] - The revisions are based on the latest legal and regulatory documents, including the revised Articles of Association and the Shanghai Stock Exchange's rules [1] - New management systems include the remuneration management system for directors and senior management, the resignation management system, and the voluntary information disclosure management system [1] Group 2: Disclosure and Approval - The revised management systems will be disclosed on the Shanghai Stock Exchange's website on the same day [2] - Certain revised management systems will require approval at the company's second extraordinary general meeting in 2025 [4]

Core Points - The company held its first temporary meeting of the 11th Supervisory Board on May 28, 2025, via communication voting, with all three supervisors participating [2] - The Supervisory Board approved a proposal to purchase professional liability insurance for directors, supervisors, and senior managers to protect their legal rights and reduce risks during their duties [3] - The company plans to revise its Articles of Association to abolish the Supervisory Board, transferring its powers to the Audit Committee of the Board of Directors [3][4] - The company also approved amendments to the Rules of Procedure for Shareholders' Meetings, which will be submitted for shareholder approval [4] Insurance Proposal - The company intends to purchase professional liability insurance from China Ping An Property Insurance Co., Ltd., with a total coverage limit of 100 million yuan [3] - The insurance will cover civil compensation claims due to unintentional violations and related legal service fees, with a premium estimated to be within 360,000 yuan [3] Governance Changes - The proposal to abolish the Supervisory Board received unanimous approval from the participating supervisors and will be submitted to the shareholders' meeting for further consideration [3] - The amendments to the Articles of Association and the Rules of Procedure for Shareholders' Meetings are aimed at aligning with relevant laws and improving governance [4]

Group 1 - The company plans to purchase Directors, Supervisors, and Senior Management Liability Insurance for all independent directors to mitigate legal risks and responsibilities associated with their roles [1][2] - The purpose of the insurance is to enhance the company's risk management mechanisms, allowing independent directors to perform their duties more effectively and confidently, thereby protecting the interests of the company and its investors [1][2] - The board of directors has proposed to authorize the management to handle the insurance purchase, including selecting the insurance company and determining coverage limits and premiums [2] Group 2 - The proposal has been reviewed and approved by the board's governance and human resources committee, as well as the board and supervisory committee meetings, ensuring that independent directors recused themselves from voting on the matter [2]