证券代码：603021 证券简称：ST 华鹏 公告编号：临 2025-045 山东华鹏玻璃股份有限公司 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 24 日 (二)股东大会召开的地点：山东省荣成市石岛龙云路 468 号七楼会议室 (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持有股份情况： | 1、出席会议的股东和代理人人数 | 231 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 135,932,869 | | 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 | 42.4859 | | 数的比例（%） | | (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。 本次会议的召集、召开程序及出席会议人员的资格均符合《公司法》《公司 章程》的有关规定。会议由董事会召集，董事长刘东广主持会议。 ( ...

中国北京建国门外大街 1 号国贸写字楼 2 座 12-15 层 100004 12-15th Floor, China World Office 2, No. 1 Jianguomenwai Avenue, Beijing 100004, China 电话 Tel: +86 10 6563 7181 传真 Fax: +86 10 6569 3838 电邮 Email: beijing@tongshang.com 网址 Web: www.tongshang.com 关于山东华鹏玻璃股份有限公司 2025 年第二次临时股东大会的 法律意见书 致：山东华鹏玻璃股份有限公司 受山东华鹏玻璃股份有限公司(以下简称"公司")聘请，北京市通商律师事务 所(以下简称"本所"或"我们")指派律师出席了公司2025年第二次临时股东大会， 并依据《中华人民共和国公司法》(以下简称"《公司法》")《中华人民共和国证 券法》(以下简称"《证券法》")、中国证券监督管理委员会发布的《上市公司股 东会规则》(以下简称"《股东会规则》")《上海证券交易所股票上市规则(2025年4 月修订)》(以下简称"《上市规则》")及《公司章程》的规定， ...

Group 1 - The company, Shandong Huapeng Glass Co., Ltd., expects a net profit attributable to shareholders for the first half of 2025 to be between -52 million and -70 million yuan [2][3] - The estimated net profit after deducting non-recurring gains and losses is also projected to be between -52 million and -70 million yuan, showing an increase of 1.27 million to 5.3 million yuan compared to the same period last year [5] - The performance forecast period is from January 1, 2025, to June 30, 2025 [4] Group 2 - In the same period last year, the company reported a net profit attributable to shareholders of -64.96 million yuan [7] - The company faced challenges such as macroeconomic conditions, market trends, and customer demand, leading to increased competition and underutilization of production capacity [9] - High financial expenses due to significant interest-bearing liabilities contributed to the company's substantial operating losses [10]

二〇二五年七月 1 / 7 山东华鹏玻璃股份有限公司 山东华鹏玻璃股份有限公司 2025 年第二次临时股东大会会议资料 证券代码：603021 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9:15-9:25，9:30-11:30，13:00-15:00；通过互 联网投票平台的投票时间为股东大会召开当日的9:15-15:00。 五、会议审议表决事项： （一）非累积投票议案 1、《关于取消监事会及修改<公司章程>的议案》 2025 年第二次临时股东大会会议议程 一、现场会议时间：2025年7月24日14点30分 二、会议召集人：山东华鹏玻璃股份有限公司董事会 三、会议召开地点：山东省荣成市石岛龙云路468号公司七楼会议室 四、会议召开方式：采取现场投票与网络投票相结合的方式 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自2025年7月24日至2025年7月24日 2.00《关于修订和制定公司<董事会议事规则><股东会议事规则><董事会审 计委员会工作细则>等 24 项制度的议案》 2.01 关于修订《董事会议事规则》的议案 2.02 关 ...

Core Viewpoint - Shandong Huapeng Glass Co., Ltd. is proposing significant governance changes, including the abolition of the supervisory board and the revision of various internal regulations to enhance corporate governance in compliance with updated laws and regulations [3][4]. Group 1: Governance Changes - The company will no longer have a supervisory board, with its responsibilities transferred to the audit committee of the board of directors [3]. - The proposal to abolish the supervisory board and amend the articles of association has been approved by the company's 8th Board of Directors [3][5]. - The company aims to align its governance structure with the revised Company Law of the People's Republic of China (2023) and other regulatory requirements [4]. Group 2: Meeting Details - The shareholders' meeting is scheduled for July 24, 2025, at 14:30, to discuss and vote on the proposed changes [4]. - The meeting will be held at the company's headquarters in Rongcheng City, Shandong Province, and will utilize both on-site and online voting methods [4]. - The agenda includes the review and voting on non-cumulative voting proposals and the announcement of voting results [4].

[Shandong Huapeng Glass Co., Ltd. 2025 Semi-Annual Performance Forecast](index=1&type=section&id=%E5%B1%B1%E4%B8%9C%E5%8D%8E%E9%B9%8F%E7%8E%BB%E7%92%83%E8%82%A1%E4%BB%BD%E6%9C%89%E9%99%90%E5%85%AC%E5%8F%B82025%E5%B9%B4%E5%8D%8A%E5%B9%B4%E5%BA%A6%E4%B8%9A%E7%BB%A9%E9%A2%84%E5%91%8A) [Current Period Performance Forecast](index=1&type=section&id=%E4%B8%80%E3%80%81%E6%9C%AC%E6%9C%9F%E4%B8%9A%E7%BB%A9%E9%A2%84%E5%91%8A%E6%83%85%E5%86%B5) The company forecasts a net loss for H1 2025, with attributable net profit between -52 million CNY and -70 million CNY, indicating a narrowed loss compared to the prior year 2025 Semi-Annual Performance Forecast | Item | Estimated Amount (CNY) | Change from Prior Year (CNY) | | :--- | :--- | :--- | | Net Profit Attributable to Shareholders | -52 million to -70 million | Increase of 13 million to Decrease of 5 million | | Net Profit Attributable to Shareholders (Excluding Non-Recurring Items) | -52 million to -70 million | Increase of 12.7 million to Decrease of 5.3 million | - The performance forecast data has not been audited by a certified public accountant[4](index=4&type=chunk) [Prior Period Performance Review](index=1&type=section&id=%E4%BA%8C%E3%80%81%E4%B8%8A%E5%B9%B4%E5%90%8C%E6%9C%9F%E4%B8%9A%E7%BB%A9%E6%83%85%E5%86%B5%E5%92%8C%E8%B4%A2%E5%8A%A1%E7%8A%B6%E5%86%B5) In 2024, the company reported a net loss of 64.96 million CNY, with a non-recurring adjusted net loss of 64.72 million CNY 2024 Semi-Annual Performance Review | Item | Amount (CNY) | | :--- | :--- | | Total Profit | -65.4826 million | | Net Profit Attributable to Shareholders | -64.9602 million | | Net Profit Attributable to Shareholders (Excluding Non-Recurring Items) | -64.7229 million | | Earnings Per Share | -0.20 | [Primary Reasons for Current Period Loss Forecast](index=1&type=section&id=%E4%B8%89%E3%80%81%E6%9C%AC%E6%9C%9F%E4%B8%9A%E7%BB%A9%E9%A2%84%E4%BA%8F%E7%9A%84%E4%B8%BB%E8%A6%81%E5%8E%9F%E5%9B%A0) The company's projected loss is primarily due to intensified market competition, underutilized capacity leading to high depreciation, and substantial financial expenses from interest-bearing debt - Industry competition has intensified due to macroeconomic conditions, downstream market trends, and customer demand[6](index=6&type=chunk) - Underutilized capacity and idle assets result in high depreciation costs, limiting the company's profitability[6](index=6&type=chunk) - Significant interest-bearing debt leads to high financial expenses, exacerbating operating losses[7](index=7&type=chunk) [Risk Warning and Other Notes](index=2&type=section&id=%E5%9B%9B%E3%80%81%E9%A3%8E%E9%99%A9%E6%8F%90%E7%A4%BA) The company confirms no material uncertainties affect the forecast's accuracy, advising investors that final financial data will be based on the official 2025 semi-annual report - The company confirms no material uncertainties exist that would affect the accuracy of this performance forecast[8](index=8&type=chunk) - Investors are reminded that the forecast data is preliminary, and the final accurate financial data will be based on the company's officially disclosed 2025 semi-annual report[9](index=9&type=chunk)

Core Viewpoint - Shandong Huapeng Glass Co., Ltd. has decided to abolish its supervisory board and amend its articles of association and related systems to enhance corporate governance in accordance with updated laws and regulations [1][2]. Summary by Sections Abolishment of Supervisory Board - The decision to abolish the supervisory board was made during the 24th meeting of the 8th Board of Directors on July 7, 2025, and was subsequently approved by the supervisory board [1]. - The responsibilities of the supervisory board will be transferred to the audit committee of the board of directors [1]. Reasons and Basis for Changes - The changes are based on the revised Company Law of the People's Republic of China (2023), the Guidelines for Articles of Association of Listed Companies (2025), and other relevant regulations [1]. - The aim is to improve and standardize corporate governance in line with the company's actual situation [1]. Amendments to Articles of Association - The articles of association will be systematically revised, including the complete removal of the section pertaining to the supervisory board [2]. - The title of the chapter concerning the board of directors will be changed to "Directors and Board of Directors," and other relevant sections will also be updated to reflect these changes [2][3]. Implementation and Approval - The abolishment of the supervisory board and the amendments to the articles of association will take effect only after being approved by the shareholders' meeting [1][2]. - Until the shareholders' meeting approves these changes, the supervisory board will continue to fulfill its supervisory duties diligently [2].

General Provisions - The establishment of the Audit Committee aims to enhance the decision-making function of the Board of Directors, ensuring effective supervision of the management and improving corporate governance structure [1] - The Audit Committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [1][2] Composition of the Committee - The Audit Committee consists of three members, with a majority being independent directors who do not hold senior management positions [2] - Members must possess professional knowledge, experience, and integrity to effectively supervise and evaluate audit work [2][3] - The term for committee members aligns with that of the Board of Directors, lasting three years, with provisions for re-election [2][3] Responsibilities and Authority - The main responsibilities of the Audit Committee include reviewing financial information, supervising external audits, evaluating internal audits, and ensuring compliance with laws and regulations [4][5] - The committee has the authority to propose the hiring or replacement of external auditors and to review audit fees and terms [5][6] - The committee is tasked with evaluating the effectiveness of internal controls and risk management systems [8][9] Decision-Making Procedures - The Audit Committee meetings can be regular or temporary, with regular meetings held quarterly [12][13] - A quorum requires the presence of at least two-thirds of the committee members, and decisions must be approved by a majority [13][14] Information Disclosure - The company is required to disclose the composition and professional background of the Audit Committee members, as well as their performance in annual reports [18][19] - Any significant issues identified by the Audit Committee that meet disclosure standards must be reported promptly [18][19]

General Principles - The external guarantee management system of Shandong Huapeng Glass Co., Ltd. aims to standardize external guarantee behavior, protect investors' rights, prevent risks, and ensure asset safety [1][2] - The system applies to the company and its subsidiaries, defining external guarantees as guarantees, mortgages, or pledges provided by the company using its own assets or credit [1][2] Guarantee Principles and Conditions - External guarantees must adhere to principles of equality, voluntariness, fairness, integrity, and mutual benefit, with strict risk control [2] - The company can only provide guarantees to entities meeting specific conditions, including those with important business relationships or subsidiaries, and must not guarantee for any illegal entities or individuals [2][3] Approval Authority - Guarantees exceeding 50% of the latest audited net assets or 30% of total assets require shareholder approval after board review [3][4] - Guarantees for related parties must be approved by a majority of non-related directors and shareholders, ensuring transparency and accountability [4][5] Internal Control Procedures - The company must conduct thorough assessments of the credit status of guarantee applicants and analyze the associated risks before approval [6][7] - A detailed internal control process is established, including application acceptance, investigation, risk assessment, and contract signing [7][8] Information Disclosure - The company is obligated to disclose external guarantee information in accordance with relevant regulations, including total guarantee amounts and their proportions relative to net assets [10][11] - Timely disclosure is required if the guarantee applicant fails to meet repayment obligations or faces bankruptcy [11][12] Violations and Responsibilities - The company will impose penalties on individuals who violate guarantee procedures or cause losses due to negligence [12][12] - All directors are responsible for carefully reviewing guarantee matters and may face joint liability for any resulting losses [12][12]

Group 1 - The company held its 15th meeting of the 8th Supervisory Board on July 7, 2025, with all three supervisors present, complying with relevant laws and regulations [1][2] - The Supervisory Board decided to abolish itself, transferring its powers to the Audit Committee of the Board of Directors, and the rules governing the Supervisory Board will be repealed [1] - A systematic revision of the company's articles of association will be conducted prior to the shareholders' meeting, where the abolition of the Supervisory Board will be voted on [2] Group 2 - The Supervisory Board will continue to fulfill its supervisory duties diligently until the shareholders' meeting, ensuring compliance in the company's operations and financial activities [2] - The voting results for the proposal were 3 votes in favor, with no votes against or abstentions [2]