大 连 热 电 股 份 有 限 公 司 2025 年第二次临时股东会会议资料 2025 年 8 月 20 日 2025 年第二次临时股东会 目 录 | 1.股东会议事日程 | | 2 | | --- | --- | --- | | 2.大连热电股份有限公司 2025 年第二次临时股东会会议规则 | | 3 | | 3.议案：关于补选公司第十一届董事会非独立董事的议案 | | 5 | 1 2025 年第二次临时股东会 股东会议事日程 会议名称：大连热电股份有限公司 2025 年第二次临时股东会 时 间：2025 年 8 月 20 日（星期三）下午 14:00 地 点：大连市沙河口区香周路 210 号四楼会议室 主 持 人：副董事长 官喜俊 | 时间 | 内 容 | | --- | --- | | 14:00 | 1、报告出席现场会议的股东人数、代表股份总数；介绍现场列席会议的情况； | | 14:03 | 2、宣读会议规则； | | 14:05 | 3、听取并审议议题报告； | | | （1）审议《关于补选公司第十一届董事会非独立董事的议案》 | | 14:25 | 4、提问、质询及解答； | | 14:45 ...

Group 1 - The total salary of A-share listed company secretaries in 2024 reached 4.086 billion yuan, with an average annual salary of 708,000 yuan [1] - The average salary in the public utility-electricity sector is approximately 750,600 yuan, with the highest salary being 1.8562 million yuan and the lowest being 500,000 yuan [1] - The average salary increased by 31,700 yuan compared to 2023, representing a 12% growth [1] Group 2 - The average age of company secretaries is approximately 47.9 years, with the majority aged between 50-59 years, accounting for about 47% [1] - The educational background of secretaries shows that those with a master's degree earn an average of 782,300 yuan, while those with a bachelor's degree earn 729,100 yuan [1] - Three secretaries with previous sell-side experience have transitioned successfully to corporate roles, achieving higher salary levels [1] Group 3 - Seven secretaries received warnings or public notifications for violations in 2024-2025 [1] - Specific cases include Hu Suping from Meiyan Jixiang, who received four warnings and had a salary of 544,700 yuan, and Yu Yongfang from Disen Co., who received three warnings with a salary of 412,800 yuan [2]

Core Insights - The report highlights that in 2024, the total salary for A-share listed company secretaries reached 4.086 billion yuan, with an average annual salary of 754,300 yuan [1] - Over 21% of the secretaries earned more than 1 million yuan annually, indicating a significant compensation level within the industry [1] Salary Distribution - The average salary for secretaries in the public utility and power sector is approximately 750,600 yuan, with the highest salary being 1.8562 million yuan and the lowest at 162,900 yuan [1] - The majority of secretaries (59%) earn between 500,000 and 1 million yuan, totaling 49 individuals [1] Salary Changes - The average salary in 2024 increased by 31,700 yuan compared to 2023, reflecting a 12% rise [3] - Notably, the salary of Fu Ying from Jin Fang Energy decreased by 514,000 yuan, marking a 41% decline, the largest drop in both absolute and percentage terms [3] Age Structure - The average age of secretaries is approximately 47.9 years, with the largest age group being 50-59 years, comprising about 47% of the total [3] - The oldest secretary is 62 years old, while the youngest is 33 years old [3] Educational Background - The distribution of secretaries by education level shows that 46 hold master's degrees, 32 have bachelor's degrees, 3 have associate degrees, and 1 has a secondary vocational education [5] - Average salaries by education level are 782,300 yuan for master's, 729,100 yuan for bachelor's, 670,300 yuan for associate, and 249,900 yuan for secondary vocational [5] Career Background - Secretaries with previous sell-side experience, such as Yang Ning from Jiazhe New Energy, have achieved higher salary levels, with their salaries being 1.6059 million yuan, 1.0349 million yuan, and 813,300 yuan respectively [7][8] Compliance Issues - A total of 7 secretaries received warnings or public notifications for compliance issues in 2024-2025 [8] - Specific cases include Hu Suping from Meiyan Jixiang, who received 4 warnings for failing to disclose related party transactions and misreporting financial data [9][10]

Core Insights - The report highlights that in 2024, the total salary for A-share listed company secretaries reached 4.086 billion yuan, with an average annual salary of 754,300 yuan, indicating a significant role in capital operations [1][3] - The average salary increased by 31,700 yuan compared to 2023, reflecting a 12% growth [3] Salary Distribution - The average salary for secretaries in the public utility-electricity sector is approximately 750,600 yuan, with the highest salary being 1.8562 million yuan and the lowest at 162,900 yuan [1] - The majority of secretaries (59%) earn between 500,000 to 1 million yuan, totaling 49 individuals [1] Age and Experience - The average age of secretaries is 47.9 years, with the largest age group being 50-59 years, comprising 39 individuals (about 47%) [3] - The oldest secretary is 62 years old, while the youngest is 33 years old [3] Educational Background - The distribution of secretaries by education level shows 46 with master's degrees, 32 with bachelor's degrees, 3 with associate degrees, and 1 with a secondary vocational degree, with average salaries of 782,300 yuan, 729,100 yuan, 670,300 yuan, and 249,900 yuan respectively [5] Professional Background - Secretaries with previous sell-side experience, such as those from Haitong Securities and Industrial Securities, have achieved higher salary levels, with salaries of 1.6059 million yuan, 1.0349 million yuan, and 813,300 yuan respectively [7][8] Compliance Issues - A total of 7 secretaries received warnings or public notifications for compliance issues in 2024-2025 [8] - Specific cases include Hu Suping from Meiyan Jixiang, who received 4 warnings for failing to disclose related party transactions and misreporting financial data [9][10]

Core Insights - The report highlights that in 2024, the total salary for A-share listed company secretaries reached 4.086 billion yuan, with an average annual salary of 754,300 yuan, indicating a significant role in capital operations [1][3]. Salary Overview - The average salary for company secretaries in the public utility and power sector is approximately 750,600 yuan, with the highest salary being 1.8562 million yuan for Yang Yali from Xiexin Energy, and the lowest being 162,900 yuan for Guo Jing from Dalian Thermal Power [1][3]. - The average salary increased by 31,700 yuan from 2023, representing a 12% rise [3]. Age and Educational Background - The average age of company secretaries is about 47.9 years, with the majority (47%) aged between 50-59 years [3]. - In terms of educational qualifications, the distribution is as follows: 46 with master's degrees, 32 with bachelor's degrees, 3 with associate degrees, and 1 with a secondary vocational degree, with average salaries of 782,300 yuan, 729,100 yuan, 670,300 yuan, and 249,900 yuan respectively [5]. Career Background - Company secretaries with previous sell-side experience, such as Yang Ning from Jiazhe New Energy, Song Yufei from Shanggou Environmental Energy, and Fan Xiaobo from Jinkai New Energy, have achieved higher salary levels, earning 1.6059 million yuan, 1.0349 million yuan, and 813,300 yuan respectively [7][8]. Compliance and Violations - A total of 7 company secretaries received warnings or public notifications for violations in 2024-2025 [8]. - Specific cases include Hu Suping from Meiyan Jixiang, who received 4 warnings for failing to disclose related party transactions and prematurely recognizing revenue, leading to significant misstatements in financial reports [9][10].

Core Insights - The report highlights that in 2024, the total salary for A-share listed company secretaries reached 4.086 billion yuan, with an average annual salary of 754,300 yuan [1] - The average salary increased by 31,700 yuan compared to 2023, reflecting a growth rate of 12% [3] Salary Distribution - In the public utility and power sector, the average salary for company secretaries was approximately 750,600 yuan, with the highest salary being 1.8562 million yuan and the lowest at 162,900 yuan [1] - The majority of secretaries (59%) earned between 500,000 and 1 million yuan, totaling 49 individuals [1] Age and Experience - The average age of company secretaries is approximately 47.9 years, with the largest age group being 50-59 years, accounting for about 47% [3] - The oldest secretary is 62 years old, while the youngest is 33 years old [3] Educational Background - The educational distribution shows that 46 secretaries hold a master's degree, 32 have a bachelor's degree, 3 have an associate degree, and 1 has a secondary vocational degree, with corresponding average salaries of 782,300 yuan, 729,100 yuan, 670,300 yuan, and 249,900 yuan respectively [5] Professional Background - Secretaries with previous sell-side experience, such as Yang Ning from Jiazhe New Energy, received higher salaries, with Yang earning 1.6059 million yuan [7][8] - A total of 7 secretaries received warnings or public notifications for violations in 2024-2025 [8] Violation Cases - Hu Suping from Meiyan Jixiang received 4 warnings for violations, with a salary of 544,700 yuan, due to undisclosed related party transactions and premature revenue recognition [9][10] - Yuyongfang from Disen Co. received 3 warnings for incorrect disclosures related to enforcement actions, with a salary of 412,800 yuan [10]

Group 1 - The board of directors guarantees the announcement's content is free from false records, misleading statements, or significant omissions, and assumes legal responsibility for its authenticity, accuracy, and completeness [1] - The shareholders' meeting was held on August 8, 2025, at the conference room on the fourth floor, located at No. 210, Xiangzhou Road, Shahekou District, Dalian [1] - The meeting was chaired by the vice chairman, Mr. Guan Xijun, due to the resignation of Mr. Tian Luwei as chairman [1] Group 2 - The proposal to amend the company's articles of association and related governance rules was approved [2] - The meeting was witnessed by Beijing Yingshun Law Firm, with lawyers Ma Xiaowei and Lei Lang present [2] - The legal opinion concluded that the convening and procedures of the shareholders' meeting complied with relevant laws and regulations [3]

Group 1 - The company held its first extraordinary general meeting of shareholders in 2025 on August 8, 2025, at its office in Dalian [2] - The meeting was chaired by the vice chairman due to the resignation of the chairman, and the voting procedures complied with the Company Law and the company's articles of association [2][3] - All 8 current directors attended the meeting, along with the board secretary and other senior executives [3] Group 2 - A key resolution passed during the meeting was the amendment of the company's articles of association and related governance rules, which was approved without any dissenting votes [3] - The meeting was witnessed by Beijing Ying Shun Law Firm, confirming that the procedures and qualifications of attendees were in accordance with legal requirements [4] - The legal opinion provided by the witnessing lawyers stated that the meeting's convening, procedures, and voting results were all valid and lawful [4]

北京英舜律师事务所 关于 大连热电股份有限公司 二零二五年第一次临时股东大会的法律意见书 致：大连热电股份有限公司 根据《中华人民共和国公司法》（以下简称"《公司法》"）、《上 市公司股东会规则》、《上市公司股东大会网络投票实施细则》（以下 简称"《网络投票细则》 "）及《律师事务所从事证券法律业务管理办 法》等有关法律、法规、规范性文件及现行有效的《大连热电股份有 限公司章程》（以下简称"《公司章程》"）的规定，北京英舜律师事 务所（以下简称"本所"）接受大连热电股份有限公司（以下简称"公 司"）的委托，指派律师马晓炜、雷浪出席公司 2025 年第一次临时股 东会（以下简称"本次股东会"），并就公司本次股东会的召集和召开 程序、出席本次股东会的人员资格、会议召集人资格及本次股东会的 表决程序、表决结果等重要事项的合法性出具本法律意见书。 为出具本法律意见书，本所律师核查了公司提供的本次股东会的 相关文件，包括但不限于： 《公司章程》； 告》； 东大会的通知》（以下简称"《股东大会通知》"）； 料》； 权委托书、现场表决票及上海证券交易所股东大会网络投票系统（以 下简称"网投系统"）向公司提供的合并统计现场投 ...

证券代码：600719 证券简称：大连热电 公告编号：临 2025-021 大连热电股份有限公司 2025年第一次临时股东会决议公告 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。 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 | 1、出席会议的股东和代理人人数 | 464 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 138,306,640 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | | | 份总数的比例（%） | 34.1835 | (四)表决方式是否符合《公司法》及公司《章程》的规定，股东会主持情况等。 本次股东会由公司董事会召集，因田鲁炜先生已辞去公司董事长职务，本次 会议由公司副董事长官喜俊先生主持。会议表决方式符合《公司法》和公司《章 程》的有关规定。 (一)股东会召开的时间：2025 年 8 月 8 日 (二)股东会召开的地点：大连市沙河口区香周路 210 号 四楼会议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其 ...