广州环投永兴集团股份有限公司 2025 年第二次临时股东大会 会议资料 广州环投永兴集团股份有限公司 2025 年第二次临时股东大会 会议资料 二〇二五年八月二十五日 1 广州环投永兴集团股份有限公司 2025 年第二次临时股东大会 会议资料 广州环投永兴集团股份有限公司 2025 年第二次临时股东大会会议须知 为了维护全体股东的合法权益，确保广州环投永兴集团股份有限公司（以下 简称"本公司"或"公司"）股东大会的正常秩序和议事效率，保证大会的顺利进行， 根据《中华人民共和国公司法》《中华人民共和国证券法》以及《公司章程》等 有关规定，制订以下会议须知，请出席股东大会的全体人员遵照执行。 一、会议期间，全体出席人员应以维护股东的合法权益、保证大会的正常秩 序和议事效率为原则，认真履行法定义务，自觉遵守大会纪律，不得侵犯其他股 东的权益，以确保股东大会的正常秩序。 二、股东参加股东大会依法享有发言权、质询权、表决权等各项法定权利， 股东在会上发言，应围绕本次会议审议的议案，简明扼要，每位股东发言一般不 得超过五分钟，主持人可指定董事、高级管理人员等回答股东问题，与本次股东 大会议题无关或将泄露公司商业秘密或可能 ...

Group 1 - The company, Yongxing Co., announced the convening of its 29th meeting of the first board of directors on August 8, 2025 [2] - The board approved the proposal for the nomination of non-independent director candidates, including Mr. Zhang Xueqiu, Ms. Zhu Xiaofeng, Mr. Wu Ning, and Mr. Tan Qiang [2] - The board also approved the nomination of independent director candidates, including Mr. Xie Jun, Ms. Ma Xiaoqian, and Ms. Wu Xianjing [2]

Group 1 - The nominee, Ma Xiaoqian, is proposed as an independent director candidate for the second board of Guangzhou HuanTou Yongxing Group Co., Ltd. and has agreed to the nomination [1] - The nominee possesses over 5 years of relevant work experience in law, economics, accounting, finance, or management, and has completed training recognized by the stock exchange [1] - The nominee meets the qualifications required by various laws and regulations, including the Company Law of the People's Republic of China and the Management Measures for Independent Directors of Listed Companies [1][2] Group 2 - The nominee is independent and does not fall under any disqualifying conditions, such as holding more than 1% of the company's shares or being related to major shareholders [2][3] - The nominee has no adverse records, including administrative penalties from the China Securities Regulatory Commission or criminal investigations in the last 36 months [3][4] - The nominee has not been dismissed from previous independent director positions due to absence from board meetings [4]

Core Viewpoint - The candidate, Xie Jun, has declared his qualifications and commitment to serve as an independent director for Guangzhou HuanTou Yongxing Group Co., Ltd, ensuring his independence and compliance with relevant regulations [1][6]. Summary by Sections Qualifications and Experience - The candidate possesses basic knowledge of listed company operations and has over 5 years of relevant work experience in law, economics, accounting, finance, or management [1]. - The candidate holds a doctoral degree in accounting and has over 5 years of full-time work experience in the accounting profession [4]. Independence Criteria - The candidate confirms that he does not fall under any categories that would compromise his independence, such as being employed by the company or its affiliates, holding significant shares, or having major business dealings with the company [2][3]. - The candidate has not been subject to any administrative or criminal penalties by the China Securities Regulatory Commission (CSRC) in the last 36 months [4]. Commitment to Responsibilities - The candidate has undergone qualification review by the nomination committee of the board and has no conflicts of interest that would hinder his independent duties [4]. - The candidate commits to adhering to laws, regulations, and rules set forth by the CSRC and the Shanghai Stock Exchange, ensuring sufficient time and effort to fulfill his responsibilities [5][6].

Core Viewpoint - The company is conducting a board of directors election to appoint new members for its second board, following the expiration of the first board's term [1][2]. Board Election Summary - The board consists of 7 members, including 3 independent directors, and the election was approved during the 29th meeting of the first board on August 8, 2025 [1]. - The candidates for the second board include Zhang Xueqiu, Zhu Xiaofeng, Wu Ning, and Tan Qiang as non-independent directors, and Xie Jun, Ma Xiaoqian, and Wu Xianjing as independent directors [1][2]. Candidate Qualifications - All nominated candidates meet the legal and regulatory requirements for board membership, with no disqualifications under the Company Law or the company's articles of association [2][3]. - Independent director candidates comply with the relevant independence and qualification standards as per the regulations [2]. Candidate Profiles - **Zhang Xueqiu**: Born in January 1966, holds a graduate degree, and has held various leadership roles in the Guangzhou Environmental Investment Group [3]. - **Zhu Xiaofeng**: Born in January 1978, holds a graduate degree, and has served as deputy general manager and legal advisor in the Guangzhou Environmental Investment Group [4]. - **Wu Ning**: Born in August 1972, holds a bachelor's degree, and has experience as a general manager in the Guangzhou Environmental Investment Group [5]. - **Tan Qiang**: Born in January 1972, holds a bachelor's degree, and is currently the general manager of the company [5]. - **Xie Jun**: Born in November 1969, holds a PhD in accounting, and is a professor at South China University of Technology [6]. - **Ma Xiaoqian**: Born in March 1964, holds a doctoral degree, and is a professor at South China University of Technology [7]. - **Wu Xianjing**: Born in July 1979, holds a PhD in law, and is a professor at Guangdong University of Foreign Studies [8].

Core Viewpoint - The candidate, Ma Xiaoqian, has declared her qualifications and independence to serve as an independent director for Guangzhou HuanTou Yongxing Group Co., Ltd, ensuring compliance with relevant laws and regulations [1][4]. Summary by Sections Qualifications and Experience - The candidate possesses basic knowledge of listed company operations and has over 5 years of relevant work experience in law, economics, accounting, finance, or management [1]. - The candidate has completed training and obtained certification recognized by the securities exchange [1]. Compliance with Regulations - The candidate meets the requirements set forth by various laws and regulations, including the Company Law of the People's Republic of China and the Management Measures for Independent Directors of Listed Companies [1]. - The candidate has undergone qualification review by the nomination committee of the board and has no conflicting interests with the nominating party [4]. Independence Criteria - The candidate confirms independence by not being involved in any of the disqualifying relationships or situations outlined, such as holding significant shares or being employed by related parties [2][3]. - The candidate has no adverse records, including administrative penalties or criminal investigations by the China Securities Regulatory Commission [4]. Commitment to Responsibilities - The candidate commits to adhering to laws, regulations, and the rules of the Shanghai Stock Exchange, ensuring sufficient time and energy to fulfill her duties independently [5]. - The candidate acknowledges the consequences of making false statements regarding her qualifications and independence [4][6].

General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws [1][2] - The company was established as a joint-stock company and registered with the Guangzhou Market Supervision Administration [1][2] - The company received approval from the China Securities Regulatory Commission for its initial public offering of 150 million shares, with a total registered capital of RMB 900 million [1][3] Business Objectives and Scope - The company's business objective is to implement new development concepts, prioritize quality and efficiency, and enhance core competitiveness while ensuring shareholder value [4][5] - The registered business scope includes solid waste management, sales of environmental protection equipment, and investment activities [4][5] Shares - The company issues shares in the form of stocks, with each share having a par value of RMB 1.00 [5][6] - The total number of shares is 900 million, all of which are ordinary shares, with 750 million shares issued to founders at the establishment [5][6] - The company can increase its capital through various methods, including issuing shares to unspecified or specific objects and distributing bonus shares [6][7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and supervision of company operations, and they must comply with laws and the company's articles of association [8][9] - Shareholders holding more than 3% of shares for over 180 days can request access to the company's accounting records [9][10] - Shareholders must not abuse their rights to harm the company or other shareholders' interests [12][13] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [16][17] - Shareholders can propose agenda items and must be notified of meeting details in advance [22][23] - The company must maintain accurate records of meetings, including attendance and voting results [28]

General Provisions - The implementation rules for the online voting system of Guangzhou HuanTou Yongxing Group Co., Ltd. are established to standardize the voting mechanism of the shareholders' meeting and protect investors' rights [2] - The online voting system utilizes network and communication technology to provide services for shareholders to exercise their voting rights [2][3] - The company may sign a service agreement with the Shanghai Stock Exchange Information Network Co., Ltd. to provide related services for the online voting [2] Preparation for Online Voting - The company must prepare a notice for the shareholders' meeting that includes relevant information about online voting [3] - In case of changes to the proposals listed in the notice, the convenor must issue timely announcements to disclose the updated information [3][4] - The company is required to provide electronic data of all registered shareholders two trading days before the start of online voting [5] Voting Process - The online voting through the exchange trading system occurs during the trading hours on the day of the shareholders' meeting [6] - The internet voting system opens for voting from 9:15 AM on the day of the meeting until 3:00 PM on the same day [6] - Shareholders can participate in online voting through any of their shareholder accounts, and the votes will be counted based on the first voting result if multiple votes are cast [7][8] Vote Counting and Results - After the online voting ends, the information company will provide the voting data to the company for result compilation [8] - The company must disclose the voting results in accordance with relevant regulations, especially for significant matters affecting minority investors [8][9] - The implementation rules will take effect upon approval by the shareholders' meeting [9]

Core Viewpoint - The document outlines the measures and regulations established by Guangzhou HuanTou Yongxing Group Co., Ltd. to prevent the misuse of funds by controlling shareholders, actual controllers, and related parties, ensuring compliance with relevant laws and regulations [2][3][4]. Group 1: General Principles - The purpose of the system is to standardize economic behaviors between the company and its controlling shareholders, actual controllers, and related parties, preventing fund occupation [2]. - The system applies to the company and its subsidiaries included in the consolidated financial statements regarding fund transactions with controlling shareholders, actual controllers, and related parties [2]. Group 2: Definition of Fund Occupation - Fund occupation includes both operational and non-operational fund occupation, with operational occupation arising from related transactions and non-operational occupation involving various payments and loans to controlling shareholders and related parties [2][3]. Group 3: Regulation of Fund Transactions - The company must prevent any direct or indirect occupation of funds, assets, and resources by controlling shareholders and related parties [3]. - All related transactions must adhere to principles of equality, voluntariness, equivalence, and compensation, with written agreements required [3][4]. Group 4: Prohibited Fund Provision Methods - The company is prohibited from providing funds to controlling shareholders and related parties through various means, including covering expenses, lending funds, or providing guarantees without real transaction backgrounds [4][5]. Group 5: Measures to Prevent Fund Occupation - The company must strengthen the regulation of related guarantees and ensure compliance with relevant regulations [4]. - Directors and senior management are required to diligently perform their duties to safeguard company assets and report any irregularities [5]. Group 6: Accountability and Penalties - The board must take effective measures against controlling shareholders and related parties that infringe on company assets or shareholder interests [5][6]. - Violations of the regulations by directors or senior management may result in warnings, dismissal, or even criminal liability depending on the severity of the actions [6]. Group 7: Miscellaneous - The system will be executed in accordance with national laws and regulations, and any conflicts with existing laws will defer to those laws [7]. - The board is responsible for the formulation, modification, and interpretation of this system, which takes effect upon approval by the shareholders' meeting [7].

General Principles - The rules are established to ensure the independent, standardized, and effective exercise of powers by the board of directors of Guangzhou HuanTou Yongxing Group Co., Ltd. [2] - The board of directors is the executive and decision-making body of the company, responsible for managing the company's assets and reporting to the shareholders' meeting [2][4]. Composition and Committees - The board consists of 7 directors, including 1 chairman and 3 independent directors, with provisions for management personnel to serve as directors [2][3]. - The board has specialized committees, including a Strategy and ESG Committee, Audit Committee, Compensation and Assessment Committee, and Nomination Committee, with independent directors holding a majority in certain committees [3]. Responsibilities of the Board - The board is responsible for convening shareholder meetings, executing resolutions, determining operational plans, and making decisions on significant investments and capital changes [4][5]. - The board must ensure compliance with laws and regulations, treat all shareholders fairly, and consider the interests of other stakeholders [6]. Meeting Procedures - The board must hold at least two regular meetings annually, with provisions for calling temporary meetings under specific circumstances [5][6]. - Meeting notifications must include essential details such as date, location, agenda, and the date of notification [7][8]. Voting and Decision-Making - Decisions require a majority vote from attending directors, with specific rules for proxy voting and conflict of interest situations [12][13]. - The board must act within the authority granted by the shareholders' meeting and the company's articles of association [30]. Record Keeping and Confidentiality - Meeting records must be accurate and complete, including attendance, proposals discussed, and voting results [35][36]. - Confidentiality obligations are imposed on all participants regarding the content of board resolutions until publicly disclosed [38]. Effectiveness and Amendments - The rules take effect upon approval by the shareholders' meeting and can be amended by the board [17][42].