第十一届董事会第二十三次会议决议公告 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。 证券代码：600078 证券简称：澄星股份 公告编号：临 2025-055 一、董事会会议召开情况 江苏澄星磷化工股份有限公司（以下简称"公司"）第十一届董事会第二十三 次会议于 2025 年 8 月 27 日在公司会议室以现场结合通讯方式召开，公司已于 2025 年 8 月 24 日以书面方式向各位董事发出了会议通知，会议应到董事 9 人， 实到董事 9 人，其中以通讯表决方式出席会议 7 人，公司监事和高管人员列席了 会议。会议由董事长李星星先生主持。本次会议的召开符合《公司法》和《公司 章程》的有关规定。 江苏澄星磷化工股份有限公司 二、董事会会议审议情况 会议经认真审议，一致通过如下决议： 详见上海证券报及上海证券交易所网站：（www.sse.com.cn）。 特此公告。 江苏澄星磷化工股份有限公司董事会 2025 年 8 月 28 日 1 1、审议通过《关于为全资子公司向关联方申请保理融资业务提供担保暨关 联交易的议案》； 关联董事 ...

Core Insights - The Wuxi Market Supervision Administration conducted a quality supervision inspection of hazardous chemical products in 2025, with a total of 15 batches inspected and no non-compliance found [2][3]. Group 1: Inspection Results - A total of 15 batches of hazardous chemical products were sampled for quality inspection [2]. - All inspected products passed the quality checks, indicating compliance with safety standards [2][3]. Group 2: Product Details - The inspection included various hazardous chemical products such as chemical reagents, industrial sulfuric acid, and industrial oxygen [3][4]. - Specific products inspected included: - Chemical reagent (ethanol) from Wuxi Huiguang Electronic Materials Co., Ltd. [3] - Industrial sulfuric acid from Wuxi Dongwo Chemical Co., Ltd. [3] - Dissolved acetylene from Wuxi Shengma Gas Co., Ltd. [3] - All products were reported as compliant with the required safety standards [2][3].

Group 1 - The latest stock price of Chengxing Co., Ltd. is 6.12 yuan, an increase of 0.09 yuan from the previous trading day, with a highest intraday price of 6.20 yuan and a lowest of 6.05 yuan, and a trading volume of 97,565 hands, amounting to 0.60 billion yuan [1] - The company primarily operates in the chemical industry, with a business proportion of 96.26%, and its concept sectors include fertilizer and phosphorus chemical industries [1] - The 2024 financial report indicates that the company's revenue mainly comes from its chemical business [1] Group 2 - On August 15, Chengxing Co., Ltd. held the 11th session of the 22nd board meeting, reviewing documents including the proposal to adjust the 2025 restricted stock incentive plan [1] - The meeting was conducted in a hybrid format, combining in-person and communication methods [1] - In terms of capital flow, there was a net outflow of 551,700 yuan on that day, with a cumulative net outflow of 7,000,800 yuan over the past five trading days [1]

Group 1 - The company, Chengxing Co., Ltd. (600078.SH), announced the convening of its 11th Board of Directors' 22nd meeting on August 15, 2025, to review the proposal for the initial grant of restricted stock under the 2025 restricted stock incentive plan [1] - The company approved the initial grant of 14.24 million shares of restricted stock to 79 eligible incentive recipients, with the grant date set for August 15, 2025 [1] - The grant price for the restricted stock is set at 3.21 yuan per share [1]

Group 1 - The board meeting of Jiangsu Chengxing Phosphate Chemical Co., Ltd. was held on August 15, 2025, with 9 directors present, including 8 participating via remote voting [1][2] - The meeting was chaired by Chairman Li Xingxing and complied with the relevant provisions of the Company Law and the Articles of Association [1] - A resolution was unanimously passed regarding the proposal for incentive stock, with 7 non-associated directors voting in favor, and no votes against or abstentions [1][2] Group 2 - The proposal was reviewed and approved by the company's remuneration and assessment committee prior to the board meeting [2]

Meeting Overview - The shareholders' meeting was held on August 15, 2025, at the company's conference room in Jiangyin, Jiangsu Province [1] - The meeting was presided over by the company's president, Jiang Guolin, due to the absence of the chairman and vice-chairman [1] - A total of 47.0178% of the shares were represented at the meeting [1] Voting Results - All proposed resolutions were passed with significant support from shareholders [2] - For the first resolution, 91.6591% of A-shareholders voted in favor, while 8.1764% opposed, and 0.1645% abstained [2] - The second resolution also received 91.6448% approval from A-shareholders, with 8.3209% against and 0.0343% abstaining [2] Related Proposals - The meeting included discussions on the 2025 Restricted Stock Incentive Plan and its management measures, all of which were approved [3] - Shareholders associated with the incentive plan abstained from voting on all related proposals [3] Legal Confirmation - The meeting's procedures and voting were confirmed to comply with legal and company regulations by the attending lawyers [3]

Group 1 - The company held the 18th meeting of the 11th Supervisory Board on August 15, 2025, with a total of 5 supervisors present, including 3 in person and 2 via telecommunication [1][2] - The Supervisory Board unanimously approved the adjustment of the list of incentive objects and the number of restricted stock grants under the 2025 Restricted Stock Incentive Plan, confirming compliance with relevant laws and regulations [1][2] - The adjusted incentive objects meet the conditions set forth in the "Management Measures for Equity Incentives of Listed Companies" and the company's incentive plan, ensuring the legality and validity of their qualifications [1][2] Group 2 - The board of directors determined the grant date in accordance with relevant regulations, and both the company and the incentive objects have not encountered any disqualifying circumstances [2] - The Supervisory Board agreed to grant 14.24 million shares of restricted stock at a price of 3.21 yuan per share, with all votes in favor [2]

Group 1 - The meeting was convened and conducted in accordance with relevant laws and the company's articles of association [2][3] - The meeting was chaired by Jiang Guolin, the president of the company, due to the absence of the chairman and vice-chairman [2] - A total of 2 shareholders attended the meeting, representing 276,934,614 shares, which is a significant portion of the company's voting shares [3] Group 2 - The meeting included three proposals for voting, with separate counting for minority investors [4] - Voting was conducted through a combination of on-site and online methods, and the results were validated by the Shanghai Stock Exchange [4] - The voting procedures and results were deemed valid and in compliance with relevant laws and the company's articles of association [4]

Core Viewpoint - The legal opinion letter issued by Haiwen Law Firm confirms that Jiangsu Chengxing Phosphate Chemical Co., Ltd. has obtained the necessary approvals and authorizations for its 2025 restricted stock incentive plan adjustments and initial grants, in compliance with relevant laws and regulations [4][11][14] Group 1: Legal Compliance and Procedures - The law firm conducted due diligence and verified documents related to the company's 2025 restricted stock incentive plan, ensuring compliance with the Company Law, Securities Law, and Management Measures [3][4] - The company has followed the required legal procedures, including meetings of the remuneration and assessment committee, board of directors, supervisory board, and shareholders' meeting to approve the incentive plan [5][9][10] Group 2: Adjustments to the Incentive Plan - The initial list of incentive recipients was adjusted from 86 to 79 individuals, and the number of restricted stocks granted was reduced from 16 million shares to 14.24 million shares, with the total number of restricted stocks in the plan adjusted from 20 million to 18.24 million shares [10][11] Group 3: Granting Conditions and Details - The granting conditions for the restricted stocks include compliance with financial reporting standards and absence of disqualifying factors as outlined in the Management Measures and the incentive plan [12][14] - The initial grant date for the incentive plan is set for August 15, 2025, with a grant price of 3.21 yuan per share for the 1.424 million shares allocated to the 79 recipients [13][14]

Core Points - The company has approved the initial grant of the 2025 Restricted Stock Incentive Plan, with the grant date set for August 15, 2025 [2][3] - The incentive plan's recipients meet the eligibility criteria outlined in the plan and relevant regulations [2][3] - The committee has verified that none of the recipients fall under disqualifying conditions as specified by the regulatory framework [2][3] Summary by Sections - **Incentive Plan Approval** - The board's compensation and assessment committee has conducted a thorough review and approved the initial grant of the 2025 Restricted Stock Incentive Plan [2] - The grant date is confirmed as August 15, 2025 [3] - **Eligibility of Recipients** - All recipients of the restricted stock grants comply with the conditions set forth in the 2025 incentive plan and relevant regulations [2][3] - The recipients do not include any individuals disqualified under the specified criteria, ensuring the integrity of the incentive program [2][3] - **Regulatory Compliance** - The committee has ensured that the recipients do not fall into any of the disqualifying categories outlined by the China Securities Regulatory Commission and other relevant laws [2][3]