云南云维股份有限公司 2025 年第二次临时股东大会议案材料 会议时间：2025 年 8 月 25 日 会议地点：昆明市日新中路 393 号广 福城写字楼 20 楼会议室 请携本会议材料参会！ 2025 年第二次临时股东大会会议材料 现场会议地点：昆明市日新中路 393 号广福城写字楼 20 楼会议室 现场会议时间：2025 年 8 月 25 日 14:00 现场会议主持人：董事长 刘磊 网络投票时间：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 2025 年 8 月 25 日 9:15-9:25，9:30-11:30，13:00-15:00。 一、主持人宣布现场会议开始，并介绍本次股东大会现场会议出 席情况及代表股份数，宣布现场会议开始； 二、宣读《云南云维股份有限公司股东大会会场纪律》； 三、审议议案： | 序号 | 议案名称 | 投票股东类型 | | --- | --- | --- | | | | A 股股东 | | 累积投票议案 | | | | 1.00 | 关于增补李先俊先生、李瑞云先生和蔡世安先生为公 司董事的议案 | 应选董事（3）人 | | ...

Group 1 - The coke sector experienced a 1.2% increase on August 15, with Baotailong leading the gains [1] - The Shanghai Composite Index closed at 3696.77, up 0.83%, while the Shenzhen Component Index closed at 11634.67, up 1.6% [1] - Key stocks in the coke sector showed varied performance, with Baotailong closing at 2.74, up 1.86%, and Meijin Energy at 4.59, up 1.77% [1] Group 2 - The net inflow of main funds in the coke sector was 483,900 yuan, while retail funds saw a net inflow of 820,350 yuan [1] - Baotailong had a main fund net inflow of 10,283,300 yuan, representing 12.73% of its total, while retail funds saw a net outflow of 180,000 yuan [2] - Meijin Energy experienced a significant main fund net outflow of 9,038,800 yuan, which is -4.16% of its total [2]

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个别及连带责任。 一、本次交易概述 云南云维股份有限公司（以下简称"公司"或"云维股份"）拟通过发行股份及 支付现金的方式购买云南省电力投资有限公司（以下简称"云南电投"）、云南小 龙潭矿务局有限责任公司（以下简称"小龙潭矿务局"）、云南合和（集团）股份 有限公司合计持有的云南能投红河发电有限公司（以下简称"标的公司"）100% 股权（以下简称"本次交易"）。本次交易的交易对方云南电投、小龙潭矿务局为 公司控股股东控制的其他企业，根据《上市规则》等相关规定，云南电投、小龙 潭矿务局构成上市公司的关联方，因此，本次交易构成关联交易。此外，本次交 易预计构成《上市公司重大资产重组管理办法》规定的重大资产重组，本次交易 不会导致公司实际控制人变更。 二、本次交易进展情况 证券代码：600725 证券简称：云维股份 公告编号：临 2025-035 云南云维股份有限公司 关于重大资产重组进展的公告 2025 年 1 月 18 日、2025 年 2 月 18 日、2025 年 3 月 18 日、2025 ...

Group 1 - The company announced the resignation of three directors, including Li Bin, Yang Chun, and Li Meng, due to work changes, with their resignations effective after the election of new directors at the upcoming shareholders' meeting [2][3] - Independent director Shi Qian also submitted his resignation for personal reasons, which will take effect after the election of a new independent director [3] - The company expressed gratitude for the contributions made by the resigning directors during their tenure [2][3] Group 2 - The company plans to supplement its board of directors by adding Li Xianjun, Li Ruiyun, and Cai Shi'an as candidates, pending approval at the upcoming shareholders' meeting [4][27] - Xu Hui is proposed as a candidate for independent director, also subject to shareholder approval [4][28] - The adjustments to the board's specialized committees will occur following the approval of the new directors and independent director [5][28] Group 3 - The company will hold its second extraordinary general meeting of shareholders on August 25, 2025, with both on-site and online voting options available [11][12] - The meeting will address the election of new directors and independent directors, as well as other relevant proposals [15][28] - Shareholders must register for the meeting by August 20, 2025, and can participate either in person or through a proxy [21][22]

Group 1 - The company, Yunnan Yunwei Co., Ltd., is convening its second extraordinary general meeting of shareholders for the year 2025 on August 25, 2025, at 14:00 [1][2] - The meeting will be held at the conference room on the 20th floor of Guangfu City Office Building, No. 393 Rixin Middle Road, Xishan District, Kunming, Yunnan Province [1][2] - Shareholders can participate in the voting through both on-site and online methods, utilizing the Shanghai Stock Exchange's shareholder meeting online voting system [2][3] Group 2 - The agenda for the meeting includes the election of directors, which has been approved by the company's 10th Board of Directors at its 12th meeting [2][4] - There are no related shareholders that need to abstain from voting on the proposals [2] - Shareholders holding multiple accounts can vote through any of their accounts, and the total voting rights are based on the shares held across all accounts [3][4] Group 3 - The registration for the meeting requires personal shareholders to present their ID, shareholder account card, and proof of shareholding [5] - Legal representatives of corporate shareholders must provide relevant documentation to register for the meeting [5] - The registration period is set for August 20, 2025, from 9:00 to 12:00 and 13:00 to 17:00 [5] Group 4 - The company encourages shareholders to participate via online voting and specifies that any travel and accommodation costs will be borne by the shareholders themselves [5][6] - Contact information for inquiries regarding the meeting is provided, including names and phone numbers of company representatives [5]

Core Points - The company held its 12th meeting of the 10th Board of Directors, where several key resolutions were passed regarding board member appointments and adjustments [1][2][3] Group 1: Board Member Appointments - The board approved the appointment of Mr. Li Xianjun, Mr. Li Ruiyun, and Mr. Cai Shi'an as new directors with unanimous support (9 votes in favor, 0 against, 0 abstentions) [1] - Ms. Xu Hui was nominated as an independent director candidate following the resignation of Mr. Shi Qian, who will continue to serve until a new independent director is elected [2] Group 2: Committee Adjustments - The board agreed to adjust the members of the board's specialized committees to ensure smooth operations following the recent changes in board membership [2] Group 3: Upcoming Shareholder Meeting - The company plans to hold its second extraordinary general meeting of shareholders on August 25, 2025, utilizing both in-person and online voting methods [3]

Group 1 - The independent directors of Yunnan Yunwei Co., Ltd. held a special meeting on August 7, 2025, with all three independent directors participating and voting [1] - The meeting approved the proposal to add Mr. Li Xianjun, Mr. Li Ruiyun, and Mr. Cai Shi'an as directors, with unanimous support from the independent directors [1] - The qualifications of the nominated directors were reviewed and found to comply with relevant laws and regulations, with no violations or disqualifications identified [1] Group 2 - The meeting also approved the proposal to add Ms. Xu Hui as an independent director, again with unanimous support from the independent directors [2] - Ms. Xu Hui's qualifications were similarly reviewed and deemed compliant with relevant laws and regulations, with no violations or disqualifications identified [2] - Both nominations for directors and independent directors are pending approval from the company's shareholders' meeting [1][2]

Group 1 - The core point of the article is that Yunwei Co., Ltd. announced the approval of several proposals, including the convening of the second extraordinary general meeting of shareholders in 2025 [2] Group 2 - The announcement was made during the 12th meeting of the 10th board of directors [2] - The company is taking steps to engage with its shareholders through the upcoming meeting [2] - The specific details of the proposals approved were not disclosed in the announcement [2]

Group 1 - The company Yunwei Co., Ltd. (stock code: 600725) announced that it will hold its second extraordinary general meeting of shareholders in 2025 on August 25, 2025 [1] - The agenda for the meeting includes the proposal to add Mr. Li Xianjun, Mr. Li Ruiyun, and Mr. Cai Shi'an as directors of the company [1]

Group 1 - Company Yunwei Co., Ltd. announced the third meeting of its tenth board of directors held on August 7, 2025, where it reviewed the proposal to add Mr. Li Xianjun, Mr. Li Ruiyun, and Mr. Cai Shi'an as directors [1] - For the year 2024, Yunwei Co., Ltd.'s revenue composition is entirely from material trading, accounting for 100.0% [2] - As of the latest report, Yunwei Co., Ltd. has a market capitalization of 4.1 billion yuan [3]