内蒙古君正能源化工集团股份有限公司 2025 年第一次临时股东大会会议资料 内蒙古·乌海 二○二五年十一月二十七日 | | | 2025 年第一次临时股东大会会议资料 内蒙古君正能源化工集团股份有限公司 股东大会会议须知 为维护股东的合法权益，保障股东在公司 2025 年第一次临时股东大会期间 依法行使权力，确保股东大会的正常秩序和议事效率，依据中国证券监督管理委 员会《上市公司股东会规则》及《君正集团股东大会议事规则》等有关规定，特 制定本须知。 一、请按照本次股东大会会议通知（详见 2025 年 11 月 12 日刊登于上海证 券交易所网站的《君正集团关于召开 2025 年第一次临时股东大会的通知》）中 规定的时间和登记方法办理参会手续，证明文件不齐或手续不全的，谢绝参会。 二、董事会以维护股东合法权益、确保股东大会正常秩序和议事效率为原则， 认真履行法定职责。 三、股东参加股东大会依法享有发言权、质询权、表决权等权利，同时也应 履行法定义务，自觉维护会场秩序，尊重其他股东的合法权益。进入会场后，请 关闭手机或将手机调至静音状态。 四、股东要求在股东大会上发言的，应取得大会主持人的同意，发言主题应 与本次 ...

Core Viewpoint - Junzheng Group's stock has experienced fluctuations, with a current price of 5.18 CNY per share and a market capitalization of 43.709 billion CNY, reflecting a year-to-date increase of 1.37% and a recent decline of 3.36% over the past five trading days [1]. Financial Performance - For the period from January to September 2025, Junzheng Group reported a revenue of 18.691 billion CNY, representing a year-on-year growth of 1.63%. The net profit attributable to shareholders was 2.798 billion CNY, showing a significant increase of 24.93% compared to the previous year [2]. Shareholder Information - As of September 30, 2025, the number of shareholders for Junzheng Group reached 184,700, an increase of 3.03% from the previous period. The average number of circulating shares per shareholder decreased by 2.94% to 45,682 shares [2]. Dividend Distribution - Since its A-share listing, Junzheng Group has distributed a total of 14.479 billion CNY in dividends, with 5.485 billion CNY distributed over the past three years [3]. Institutional Holdings - As of September 30, 2025, Hong Kong Central Clearing Limited was the fourth largest circulating shareholder, holding 97.318 million shares, a decrease of 7.1485 million shares from the previous period. The fifth largest shareholder, Hongli Low Volatility (512890), increased its holdings by 8.048 million shares to 70.2073 million shares [3].

Group 1: Project Initiatives - The company, Junzheng Group, has initiated three new projects as of November 2025, focusing on energy and environmental improvements [1][3][5] - The first project is a photovoltaic energy storage project with a total investment of 197.815 million yuan, aiming for a capacity of 150MW/300MWh [1] - The second project involves ultra-low emission transformation at the coal coking subsidiary, with an investment of 14.7548 million yuan, focusing on comprehensive environmental monitoring and dust suppression [3][4] - The third project is a VOCs recovery and utilization technology transformation for the methanol unit, with a total investment of 5.15 million yuan, aimed at improving VOCs collection efficiency [5] Group 2: Company Overview - Ordos Junzheng Energy Chemical Co., Ltd., a subsidiary of Junzheng Group, was established in March 2010 with a registered capital of 4.22 billion yuan, primarily engaged in chlor-alkali chemicals and new energy [2] - The parent company, Junzheng Group, reported a revenue of 25.211 billion yuan in 2024 and has total assets of 42.8 billion yuan, owning the fifth-largest chemical shipping fleet globally and the largest container logistics network in Asia [2]

Group 1 - The company primarily sells its products in the domestic market, with a relatively small export share [2] - The company does not export to EU countries [2] - The company appreciates the interest shown by investors [2]

Core Viewpoint - The recent personnel adjustments at Inner Mongolia Junzheng Energy Chemical Group Co., Ltd. (Junzheng Group) aim to comply with new regulatory requirements while enhancing the governance structure and professional capabilities of the management team [1][2]. Group 1: Governance and Compliance - The adjustments were made in response to the new Company Law, which mandates that companies with over 300 employees and no supervisory board must include employee directors on their boards [1]. - Junzheng Group's changes ensure that the number of executive directors and employee representatives does not exceed half of the total board members, thereby strengthening compliance with governance regulations [1]. - The restructuring has not led to the loss of key talent, as all resigning directors continue to hold senior management positions within the company [1][2]. Group 2: Management Team Enhancement - Junzheng Group has appointed two new deputy general managers, Wu Guoqiang and Wang Zhe, to bolster its core business segments, signaling a strategic focus on both traditional strengths and emerging markets [2]. - The addition of new board member Liu Chunlei, who has extensive management and investment experience, is expected to enhance the company's capabilities in industry chain extension and investment decision-making [2]. Group 3: Financial Performance - In the first three quarters of the year, Junzheng Group reported a revenue of 18.691 billion yuan, reflecting a year-on-year increase of 1.63%, and a net profit attributable to shareholders of 2.798 billion yuan, which is a 24.93% increase compared to the previous year [2]. - The company has established integrated circular economy industrial chains in Ulanqab and Ordos, focusing on coal, electricity, and chemical production, which contribute to efficient resource utilization and a competitive cost advantage [2]. Group 4: Future Outlook - Following the personnel adjustments, Junzheng Group is positioned to have a clear governance structure and a professional management team, which may enhance its ability to capitalize on opportunities in the energy and chemical industry transformation [3].

Group 1 - The company announced the resignation of three directors: Zhang Haisheng, Zhang Haixian, and Yang Donghai, which will not affect the board's operation or legal requirements [2][3] - The board expressed gratitude for the contributions made by the resigning directors during their tenure [2] Group 2 - The company held a board meeting on November 11, 2025, where it approved the election of Liu Chunlei and Wu Guoqiang as candidates for the board of directors [3][49] - The election will be conducted through a cumulative voting system at the upcoming shareholders' meeting [49] Group 3 - The company approved the adjustment of senior management positions, appointing Wu Guoqiang and Wang Zhe as deputy general managers, and reassigning Zhang Hai from executive deputy general manager to deputy general manager [5][53] - The new appointments will take effect from the date of the board's approval until the end of the current board's term [5] Group 4 - The company announced the cancellation of the supervisory board and the transfer of its responsibilities to the Audit and Risk Control Committee, effective upon shareholder approval [12][17] - The company will revise its articles of association to reflect this change and ensure compliance with current laws and regulations [17][80] Group 5 - The company will hold its first extraordinary general meeting of 2025 on November 27, 2025, to discuss the aforementioned changes and other matters [60][59] - The meeting will include both on-site and online voting options for shareholders [61]

Core Viewpoint - The company has decided to abolish the supervisory board and amend its articles of association, transferring the supervisory functions to the Audit and Risk Control Committee, in compliance with the latest legal regulations and to enhance corporate governance [49][50]. Group 1: Abolishment of Supervisory Board - The supervisory board and its positions will be canceled, with the Audit and Risk Control Committee assuming the supervisory functions as per the Company Law and relevant regulations [49][50]. - The decision requires approval from the shareholders' meeting and will take effect upon approval [49][50]. - Until the shareholders' meeting approves this decision, the supervisory board will continue to perform its duties in accordance with the law and the company's articles of association [50] Group 2: Amendments to Articles of Association - The amendments to the articles of association include the removal of the chapter on the supervisory board and the addition of sections on controlling shareholders, independent directors, and board committees [50]. - The company will seek authorization from the shareholders' meeting to handle necessary business registration changes and amendments to the articles of association [50] Group 3: Governance System Revisions - The board has approved the formulation and revision of several governance systems to align with the updated articles of association and legal requirements [51]. - Specific governance systems that require shareholder approval include the revised rules for the shareholders' meeting and the board meeting [51]. - The revised governance systems will be published on the Shanghai Stock Exchange website after shareholder approval [51] Group 4: Board and Management Changes - The board has nominated candidates for the board of directors and approved adjustments to the positions of some senior management personnel [38][41]. - These changes will take effect from the date of approval by the shareholders' meeting [41] Group 5: Upcoming Shareholders' Meeting - The company has scheduled the first extraordinary shareholders' meeting of 2025 to discuss the proposed changes [44].

内蒙古君正能源化工集团股份有限公司 独立董事专门会议工作细则 （2025年修订） （二）公司及相关方变更或者豁免承诺的方案； （三）被收购公司董事会针对收购所作出的决策及采取的措施； 第一条 为充分发挥独立董事在内蒙古君正能源化工集团股份有限公司（ 以下简称"公司"）治理中的作用，根据《中华人民共和国公司法》、中国证 券监督管理委员会《上市公司独立董事管理办法》、上海证券交易所《股票上 市规则》《上市公司自律监管指引第1号——规范运作》及《公司章程》等规定， 结合公司实际情况，制定本工作细则。 第二条 独立董事是指不在公司担任除董事外的其他职务，并与公司及公 司主要股东、实际控制人不存在直接或者间接利害关系，或者其他可能影响其 进行独立客观判断关系的董事。 第三条 独立董事对公司及公司全体股东负有忠实与勤勉义务，应当按照 法律、行政法规、部门规章、上海证券交易所（以下简称"上交所"）业务规 则和《公司章程》的规定，认真履行职责，在董事会中发挥参与决策、监督制 衡、专业咨询作用，维护公司整体利益，保护中小股东合法权益。 第四条 独立董事专门会议（以下简称"专门会议"）是指全部由公司独 立董事参加的会议。 第五条 ...

Core Points - The company announced the resignation of three board members, Zhang Haisheng, Zhang Haixian, and Yang Donghai, along with their positions in related committees [1] - The company held its 19th meeting of the sixth board on November 11, 2025, where it approved the election of Liu Chunlei and Wu Guoqiang as candidates for the board of directors [1] - The company also approved the adjustment of senior management positions, appointing Wu Guoqiang and Wang Zhe as deputy general managers, and changing Zhang Hai's position from executive deputy general manager to deputy general manager [1] Company Actions - The company will hold a shareholders' meeting to elect the new board members, with their term lasting until the end of the current board's term [1] - The adjustments in senior management positions will take effect immediately following the board's approval [1]

Group 1 - Junzheng Group (SH 601216) held its 19th meeting of the sixth board of directors on November 11, 2025, to review the proposal for revising the "Junzheng Group Board Secretary Work System" [1] - For the year 2024, the revenue composition of Junzheng Group is as follows: Basic chemical raw materials manufacturing accounts for 40.67%, chemical logistics accounts for 29.45%, coking industry accounts for 15.5%, ferrous alloy smelting accounts for 7.85%, and electricity accounts for 5.43% [1] - As of the report date, Junzheng Group has a market capitalization of 45.2 billion yuan [1] Group 2 - Prior to the arrest of Xu Xiren, chairman of Peking University Pharmaceutical, police had investigated the group's factory premises, with insiders indicating that the group's assets were disposed of and the whereabouts of substantial funds remain unclear [1]