证券代码：601369 证券简称：陕鼓动力 公告编号：临 2025-035 西安陕鼓动力股份有限公司 本次会议是否有否决议案：无 一、会议召开和出席情况 (一)股东大会召开的时间：2025 年 7 月 25 日 (二)股东大会召开的地点：西安市高新区沣惠南路 8 号陕鼓动力 810 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持有股份情况： | 1、出席会议的股东和代理人人数 | 249 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 1,067,992,690 | | 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（%） | 61.9674 | (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 2025年第二次临时股东大会决议公告 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： 本次会议采取现场记名投票与网络投票相结合的表决方式，符合《公司法》 及《公司章程》的规定。大会由公司董事会召集，公司副董事 ...

北京大成(西安)律师事务所 关于 西安陕鼓动力股份有限公司 2025 年第二次临时股东会的 TT 游 大成西意字[2025]第 216 号 大成 is Denton: aw Firm in China. 北京大成 爷 所 WWW. 0081730 西安市西安国际港务区港务大道 4811 号西安港国际采购中心 3 号楼 17 层 1702 室 (710026) Room 1702,17F,Building 3 Xi'an Port International Purchasing Center No.4811 Gangwu Road Xi'an International Trade & Logistics Park,Xi'an,China Tel: +86 29-88866955 Fax: +86 29-88866956 北京大成(西安)律师事务所 关于 西安陕鼓动力股份有限公司 2025 年第二次临时股东会的 法 律 意 见 书 大成西意字[2025]第216号 致:西安陕鼓动力股份有限公司 根据《中华人民共和国证券法》(以下简称"《证券法》")、《中 华人民共和国公司法》(以下简称"《公司法》")和中国证 ...

Overview - The metallurgical industry in China is focusing on energy conservation and emission reduction, aiming to minimize energy consumption and pollutant emissions while ensuring product quality and output [1][9][21] - In 2024, total investment in energy conservation and emission reduction by metallurgical enterprises is projected to decrease to 42 billion yuan, with energy-saving benefits dropping to 13 billion yuan [11] Market Policies - The Chinese government has implemented a series of policies to promote energy conservation and carbon reduction in the metallurgical industry, including action plans and guidelines aimed at reducing energy consumption and carbon emissions [4][6] - Specific targets for comprehensive energy consumption and carbon emission intensity in the steel industry have been established to guide the development of energy conservation and emission reduction efforts [4][6] Industry Chain - The energy conservation and emission reduction industry in metallurgy includes manufacturers of energy-saving equipment, technology providers, and software service providers [7] - The upstream supply chain consists of raw material suppliers, component manufacturers, and research institutions, while the downstream market primarily targets the steel and non-ferrous metal industries [7] Current Development - In 2023, the metallurgical industry consumed 680 million tons of standard coal and emitted 1.98 billion tons of CO2, with significant reductions expected in 2024 due to policy support [9][11] - The environmental cost per ton of steel is approximately 138 yuan, with carbon trading revenues estimated at 3.5 billion yuan [11] Competitive Landscape - Major players in the industry include large metallurgical groups like Baowu Steel and Hebei Iron and Steel, which are leading the development of energy-saving technologies [13][16] - Specialized energy-saving technology companies, such as China Metallurgical Group, focus on specific areas like waste heat recovery and flue gas purification [13][18] Future Trends - The dual carbon goals and related policies will continue to drive the metallurgical industry towards stricter energy consumption and emission standards [21] - The adoption of electric furnace short-process steelmaking technology is expected to increase, gradually shifting the industry away from traditional long-process methods [21]

Core Viewpoint - The company, Xi'an Shaangu Power Co., Ltd., is undergoing significant governance changes, including the cancellation of its supervisory board and the introduction of new financial management strategies, which may impact its operational structure and financial performance [1][3][4]. Group 1: Company Announcements - The company announced the convening of its second extraordinary general meeting on July 25, 2025, to discuss several key proposals, including amendments to the company’s articles of association and the cancellation of the supervisory board [1][3]. - The company plans to purchase principal-protected financial products with a maximum daily balance limit of RMB 5.7 billion, sourced from its own funds, with a maximum investment period of 365 days [2][3]. - The company has decided to cancel the bank loan guarantee of EUR 68.376 million for Shaangu Power (Hong Kong) Co., Ltd. [2][3]. Group 2: Governance Changes - The company has proposed to amend its articles of association and eliminate the supervisory board, transferring its responsibilities to the audit committee of the board of directors [3][4]. - The company has nominated Ren Kun as a candidate for a non-independent director on the ninth board of directors, with the term starting from the date of approval at the general meeting [2][3]. - The company will repurchase and cancel 2,124,541 shares of restricted stock, resulting in a reduction of registered capital from RMB 1,725,599,033 to RMB 1,723,474,492 [2].

Summary of Key Points Core Viewpoint The company, Xi'an Shaangu Power Co., Ltd., is proposing amendments to its articles of association and adjusting its registered capital in accordance with the new Company Law and relevant regulations. Group 1: Registered Capital Changes - The company has approved a plan to repurchase and cancel 2,124,541 shares of restricted stock granted to certain incentive recipients, which will be completed by June 17, 2025. As a result, the registered capital will decrease from RMB 1,725,599,033 to RMB 1,723,474,492 [1][2]. Group 2: Amendments to Articles of Association - The first article of the articles of association has been revised to include employees alongside shareholders and creditors in the protection of rights [1]. - The eighth article now states that the chairman of the board is the legal representative of the company, with provisions for appointing a new legal representative within thirty days if the current one resigns [3][4]. - The ninth article clarifies that the company's assets are divided into equal shares, and shareholders are liable only to the extent of their subscribed shares [5][6]. - The twenty-second article has been updated to specify that the company or its subsidiaries cannot provide financial assistance for acquiring shares, except for employee stock ownership plans [7][8]. - The twenty-third article allows the company to increase capital through various means, including issuing shares to specific targets [9][10]. - The twenty-fourth article outlines conditions under which the company may repurchase its shares, with specific exceptions [11][12]. - The thirty-fourth article emphasizes that shareholders have equal rights and obligations based on their shareholding [13][14]. - The forty-first article details the rights and obligations of shareholders, including the requirement to pay capital contributions and restrictions on withdrawing shares [15][16].

2025 年第二次临时股东大会 西安陕鼓动力股份有限公司 2025 年第二次临时股东大会 会 议 议 案 1 www.shaangu.com 2025 年第二次临时股东大会 目 录 | 1、.关于修订《西安陕鼓动力股份有限公司章程》的议案 3 | | --- | | 2、.关于公司取消监事会的议案 20 | | 3、.关于公司制定并修订相关治理制度的议案 21 | | 4、.关于公司 2025 年度购买理财产品的议案 22 | | 5、.关于公司取消为陕鼓动力（香港）有限公司银行借款提供担保的议案 25 | | 6、..关于补选公司第九届董事会非独立董事的议案 26 | 2 www.shaangu.com 2025 年第二次临时股东大会 关于修订《西安陕鼓动力股份有限公司章程》的议案 各位股东及股东代表： 根据新《公司法》《上市公司章程指引》等上位法要求，结合公司实际情况， 西安陕鼓动力股份有限公司（以下简称"公司"）拟对章程中相关条款以及注册 资本内容适应性调整，具体情况如下： 一、注册资本变更情况 2025 年 4 月 16 日，公司第九届董事会第十一次会议及第九届监事会第五次 会议审议通过了《关于公司回 ...

Summary of Key Points Core Viewpoint - The company has decided to cancel the guarantee for a bank loan provided to its wholly-owned subsidiary, Shaangu Power (Hong Kong) Co., Ltd., amounting to €68.376 million due to changes in the financing plan, which helps in rationalizing financing arrangements without harming the interests of the company and its shareholders [1][2]. Previous Guarantee Situation Overview - The company had previously approved a guarantee for a bank loan to Shaangu Hong Kong during a board meeting held on December 26, 2024, with a maximum guarantee amount of €68.376 million [1]. Cancellation of Guarantee Overview - The guarantee agreement related to the loan was never signed, and thus the guarantee had not been executed, leading to the decision to cancel it [2]. Cumulative External Guarantee Amount and Overdue Guarantees - As of July 8, 2025, the total external guarantees provided by the company and its subsidiaries amounted to RMB 234.33 million, representing 2.64% of the company's latest audited net assets. The guarantees provided to subsidiaries totaled RMB 49.93 million, accounting for 0.56% of the company's latest audited net assets, with no overdue guarantees reported [2].

Core Points - The document outlines the rules for the board of directors of Xi'an Shaangu Power Co., Ltd, aiming to ensure effective governance and decision-making [1] - The board is accountable to the shareholders and is responsible for executing resolutions passed by the shareholders' meeting [2][3] Chapter Summaries Chapter 1: General Principles - The rules are established to ensure the board operates effectively and in compliance with relevant laws and regulations [1] - The board is responsible for the daily affairs through the Securities Investment Department [1] Chapter 2: Directors - Directors must be natural persons and do not need to hold shares in the company [4] - Non-employee directors are elected by the shareholders and can be removed by them before their term ends [5] - The term for directors is three years, with independent directors limited to a maximum of six years [5] Chapter 3: Composition of the Board - The board consists of nine directors, including three independent directors, a chairman, and a vice-chairman [3] - The board has specialized committees for strategy, audit, nomination, and remuneration, with specific composition requirements for independent directors [3] Chapter 4: Powers of the Board - The board has the authority to formulate profit distribution plans, capital changes, and major acquisition proposals [12] - The board must establish strict review and decision-making procedures for external investments and significant transactions [5] Chapter 5: Board Meetings - The board must hold at least two regular meetings annually, with specific notice requirements for meetings [19] - Decisions require a majority vote from attending directors, and specific rules apply for proxy voting [27][28] Chapter 6: Board Secretary - The board secretary is responsible for assisting the board in daily operations and ensuring compliance with regulations [39] - The secretary must maintain important documents and manage relationships with regulatory bodies and investors [39] Chapter 7: Document Management - The board must establish regulations for document management to ensure proper record-keeping [42] Chapter 8: Supplementary Provisions - The rules take effect upon approval by the shareholders' meeting and are subject to interpretation by the board [44][46]

Core Points - The company held its 13th meeting of the 9th Board of Directors on July 8, 2025, with all 8 directors present, confirming compliance with legal and regulatory requirements [1] - The board approved the nomination of Ren Kuang as a non-independent director candidate, pending shareholder approval [1] - All resolutions passed unanimously with 100% approval from the board members [2][3] Summary by Categories Board Decisions - The board unanimously agreed to nominate Ren Kuang as a non-independent director candidate [1] - The board approved the cancellation of the supervisory board [2] - The board agreed to revise the company's governance systems [2] Financial Activities - The board approved the purchase of financial products for the year 2025 [3] - The board agreed to cancel the guarantee for bank loans provided to Shaangu Power (Hong Kong) Limited [3] Shareholder Meetings - The board approved the notice for the second extraordinary general meeting of shareholders in 2025 [3]

Group 1 - The company, Xi'an Shangu Power Co., Ltd., is holding its second extraordinary general meeting of shareholders in 2025 on July 25 at 14:00 [1][2] - The meeting will take place at the company's conference room located at No. 8 Fenghui South Road, High-tech Zone, Xi'an [1] - Shareholders can vote through the Shanghai Stock Exchange's online voting system, with voting available from 9:15 to 15:00 on the day of the meeting [1][2] Group 2 - The agenda for the meeting includes several proposals, with specific voting types for A-share shareholders [2] - The proposals were approved by the company's board and supervisory committee on July 8, 2025, and disclosed on July 9, 2025 [2] - There are no related shareholders that need to abstain from voting on the proposals [2] Group 3 - Shareholders holding multiple accounts can aggregate their voting rights across all accounts for the same category of shares [3] - Votes exceeding the number of shares owned or in excess of the number of candidates in a differential election will be considered invalid [3] - The voting process requires shareholders to complete voting for all proposals before submission [3][4] Group 4 - The meeting is open to shareholders registered by the close of trading on the registration date, July 18, 2025 [3] - Shareholders can appoint proxies to attend and vote on their behalf, and the proxy does not need to be a shareholder [3][4] - The company has provided a format for the power of attorney for shareholders wishing to delegate their voting rights [6]