芜湖富春染织股份有限公司 2025 年第一次临时股东大会会议资料 芜湖富春染织股份有限公司 股票代码：605189 二〇二五年七月 1 芜湖富春染织股份有限公司 2025 年第一次临时股东大会会议资料 目 录 | 年第一次临时股东大会会议须知 3 | 2025 | | | --- | --- | --- | | 年第一次临时股东大会会议议程 5 | 2025 | | | 年第一次临时股东大会会议议案 7 | 2025 | | | 《关于取消监事会、变更注册资本、修订<公司章程>并办理工商变 | 议案 1 | | | 更登记的议案》 7 | | | | 《 关 于 修 订 、 制 定 和 废 止 部 分 公 管 理 制 度 的 议 | 议 案 2 | 司 | | 案》 8 | | | | 《关于公司董事会换届并选举公司第四届董事会非独立董事的议 | 议案 3 | | | 案》 9 | | | | 《关于公司董事会换届并选举公司第四届董事会独立董事的议 | 议案 4 | | | 案》 10 | | | 2 Wuhu Fuchun Dye and Weave Co.,Ltd. （住所：中国（安徽）自由贸易试验区芜湖 ...

Group 1 - The company expects to achieve a net profit attributable to shareholders of the parent company between 11 million to 16 million yuan for the first half of 2025, representing a decrease of 67.55 million to 72.55 million yuan compared to the same period last year, which is a year-on-year decline of 80.85% to 86.83% [1][2] - The company anticipates a net profit attributable to shareholders of the parent company, after deducting non-recurring gains and losses, to be between 12 million to 17 million yuan, also reflecting a significant decrease compared to the previous year's figures [1][2] - The previous year's net profit attributable to shareholders was 83.55 million yuan, with a total profit of 96.25 million yuan, and the net profit after deducting non-recurring gains and losses was 65.59 million yuan [2] Group 2 - The primary reasons for the expected decline in performance include the impact of the trade war, increased volatility in commodity cotton prices, significant effects on downstream customer exports, and slow recovery in the domestic market, leading to lower-than-expected sales growth and inability to dilute fixed costs [2]

Summary of Key Points Core Viewpoint - The company has provided a guarantee of 160 million yuan to its wholly-owned subsidiary, Hubei Fuchun Dyeing and Weaving Co., Ltd., to support its operational needs, with the total guarantee amount now reaching 973 million yuan [1][2][5]. Group 1: Guarantee Details - The guarantee amount provided is 160 million yuan, and the total guarantee balance for Hubei Fuchun is now 973 million yuan [1][3]. - The company has not provided any counter-guarantee for this transaction [2][4]. - The total external guarantee amount by the company and its subsidiaries is 1,721 million yuan, which accounts for 91.54% of the company's latest audited net assets [5]. Group 2: Decision-Making Process - The guarantee was approved during the third board meeting on April 7, 2025, and the annual shareholders' meeting on April 29, 2025, where the maximum guarantee limit for the year was set at 3,800 million yuan [2][5]. - The guarantee includes various forms such as loans, letters of credit, and performance guarantees [2][4]. Group 3: Financial Overview of Hubei Fuchun - As of March 30, 2025, Hubei Fuchun's total assets were approximately 1,297 million yuan, with total liabilities of about 1,010 million yuan, resulting in net assets of around 287 million yuan [4]. - The company's revenue for the first quarter of 2025 was approximately 292.82 million yuan, with a net profit of about 8.54 million yuan [4]. Group 4: Necessity and Reasonableness of the Guarantee - The guarantee is deemed necessary for the business development and operational needs of the subsidiary, ensuring its sustainable and stable growth [4][5]. - The company maintains control over the subsidiary's management and finances, keeping the guarantee risk within a manageable range [5].

Core Viewpoint - The company plans to utilize part of its idle raised funds for cash management by investing in financial products, specifically a total of RMB 30 million in a wealth management product from Guotai Haitong Securities, with a focus on maximizing shareholder returns and ensuring liquidity [1][2][4]. Group 1: Financial Management - The company has approved the use of idle raised funds for cash management, allowing a maximum daily balance of RMB 60 million to be utilized within a twelve-month period [1][2]. - The wealth management product chosen is the Guotai Haitong Securities Ruibo Series Yao Rui 25162, with a term of less than one year and an expected annualized return of 1.70%-1.90% [4][6]. - The company has previously invested RMB 40 million in a wealth management product, which has matured, and the principal along with returns has been successfully redeemed [2][9]. Group 2: Financial Data and Impact - As of December 31, 2024, the company's total assets were RMB 522,031.88 million, with total liabilities of RMB 334,024.69 million, and net assets attributable to shareholders of RMB 188,007.19 million [6][7]. - The investment of RMB 30 million in wealth management products represents 4.23% of the company's cash holdings as of the latest reporting period, indicating a manageable impact on liquidity [7][9]. - The company aims to enhance the efficiency of fund utilization and increase asset returns while ensuring that normal operations and project constructions are not affected [2][6]. Group 3: Risk Management and Compliance - The company has established strict internal controls to manage investment risks, ensuring that investments are made in high-security, liquid financial products [5][6]. - The board of directors has authorized the chairman to make decisions within the approved limits, and the supervisory board has the right to oversee the use of funds [5][8]. - The company has committed to adhering to relevant laws and regulations regarding information disclosure and has established a complete accounting system for managing investment products [5][6].

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。 重要内容提示： ● 已履行的审议程序：芜湖富春染织股份有限公司（以下简称"公司"）于 2025 年 4 月 7 日召开第三届董事会第二十五次会议和第三届监事会第十五次会 议，审议通过了《关于公司 2025 年度使用部分闲置募集资金进行现金管理的议 案》。同意公司使用单日最高余额不超过人民币 6,000 万元的部分闲置募集资金 进行现金管理，期限自公司董事会审议通过之日起十二个月内有效，在上述额度 及决议有效期内，可循环滚动使用。公司监事会、保荐机构发表了明确同意的意 见 。 具 体 内 容 详 见 公 司 于 2025 年 4 月 8 日 在 上 海 证 券 交 易 所 网 站 （www.sse.com.cn）披露的《芜湖富春染织股份有限公司关于公司 2025 年度使 用部分闲置募集资金进行现金管理的公告》（公告编号：2025-014）。 ● 特别风险提示：公司使用部分闲置募集资金进行委托理财，购买安全性高、 流动性好的理财产品，属于中低风险投资产品，但金融市场受宏观经济、 ...

| 证券代码：605189 | 证券简称：富春染织 | 公告编号：2025-051 | | --- | --- | --- | | 转债代码：111005 | 转债简称：富春转债 | | 芜湖富春染织股份有限公司 关于为控股子公司提供担保的公告 为满足全资子公司湖北富春的经营周转需要，2025 年 7 月 5 日，芜湖富春 染织股份有限公司（以下简称"公司"）与中国建设银行股份有限公司荆州玉桥 支行（以下简称"建设银行"）签署了《最高额保证合同》，公司为湖北富春提供 了 16,000 万元的连带责任保证担保，上述担保不存在反担保。 （二）内部决策程序 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： 担保对象及基本情况 | | 被担保人名称 | "湖北富春"） | | 湖北富春染织有限公司（以下简称 | | --- | --- | --- | --- | --- | | | 本次担保金额 | 16,000 | 万元 | | | 担保对 象 | 实际为其提供的担保余额 | 97,300 | 万元 | | | | 是 ...

[Performance Forecast Summary](index=1&type=section&id=Summary%20of%20Key%20Information) The company anticipates a significant year-over-year decline in 2025 semi-annual net profit attributable to parent and non-recurring net profit, exceeding 50% despite remaining profitable Key Financial Indicators | Indicator | 2025 Semi-Annual Forecast (Million CNY) | Year-over-Year Change | | :--- | :--- | :--- | | **Net Profit Attributable to Parent** | 11.0 - 16.0 | ↓ 80.85% - 86.83% | | **Non-Recurring Net Profit Attributable to Parent** | 12.0 - 17.0 | ↓ 74.08% - 81.71% | - This performance forecast applies to situations where profitability is maintained, but net profit decreases by over **50%** compared to the same period last year[3](index=3&type=chunk) [Details of Current Period Performance Forecast](index=1&type=section&id=Current%20Period%20Performance%20Forecast%20Overview) Preliminary financial estimates for H1 2025 indicate net profit attributable to parent between **11 million** and **16 million CNY**, and non-recurring net profit between **12 million** and **17 million CNY**, all unaudited [Comparison of Core Performance Forecast Indicators with Prior Year](index=1&type=section&id=Core%20Performance%20Forecast%20Indicators) | Indicator | 2025 Semi-Annual Forecast (Million CNY) | 2024 Semi-Annual Actual (Million CNY) | Year-over-Year Change | | :--- | :--- | :--- | :--- | | **Net Profit Attributable to Parent** | 11.0 ~ 16.0 | 83.55 | -86.83% ~ -80.85% | | **Non-Recurring Net Profit Attributable to Parent** | 12.0 ~ 17.0 | 65.59 | -81.71% ~ -74.08% | - In the same period last year (H1 2024), the company achieved earnings per share of **0.52 CNY**[5](index=5&type=chunk) [Analysis of Performance Change Reasons](index=2&type=section&id=Main%20Reasons%20for%20Current%20Period%20Performance%20Decrease) Operating profit significantly declined due to external macroeconomic factors, including tariff-induced cotton price volatility impacting client exports, and slower domestic market recovery hindering sales growth and fixed cost dilution - External environment impact: Tariff wars intensified volatility in bulk commodity cotton prices, severely affecting downstream clients' export businesses[6](index=6&type=chunk) - Internal operational challenges: Slow domestic market recovery and lower-than-expected sales growth prevented effective dilution of fixed costs, thereby compressing profit margins[6](index=6&type=chunk) [Risk Warning and Other Disclosures](index=2&type=section&id=Risk%20Warning%20and%20Other%20Disclosures) This performance forecast is a preliminary, unaudited estimate based on professional judgment, with final financial data subject to the officially disclosed 2025 semi-annual report, cautioning investors about inherent risks - The performance forecast data represents preliminary calculations and has not been audited by a certified public accountant[4](index=4&type=chunk)[7](index=7&type=chunk) - The company believes there are no significant uncertainties affecting the accuracy of this performance forecast[7](index=7&type=chunk) - The final accurate financial data will be based on the company's officially disclosed 2025 semi-annual report[8](index=8&type=chunk)

Group 1 - The company has decided to cancel the supervisory board and transfer some of its powers to the audit committee of the board of directors, in accordance with relevant laws and regulations [1][2][3] - The company’s registered capital has been changed from RMB 149.763108 million to RMB 194.076105 million, with the total number of shares increasing from 149.763108 million to 194.076105 million [2][3] - The company is revising its articles of association to comply with the latest legal requirements and to meet its operational needs, with specific changes highlighted in the attached documents [2][3][7] Group 2 - The proposed changes, including the cancellation of the supervisory board and the amendments to the articles of association, will be submitted for approval at the upcoming shareholders' meeting [3][4] - The company aims to enhance its corporate governance structure and ensure sustainable development through the revision and establishment of various management systems [3][4][5] - The revised articles of association and management systems will be published on the Shanghai Stock Exchange website for transparency [5][6]

Core Viewpoint - The candidate Wang Wenbing declares his qualifications and commitment to serve as an independent director for Wuhu Fuchun Dyeing and Weaving Co., Ltd, ensuring his independence and compliance with relevant regulations [1][5]. Group 1: Qualifications and Experience - The candidate possesses over 5 years of relevant work experience in law, economics, accounting, finance, or management, which is essential for fulfilling the responsibilities of an independent director [1]. - The candidate has a doctoral degree in accounting and has over 5 years of full-time work experience in accounting, auditing, or financial management [4]. Group 2: Independence Criteria - The candidate confirms that he does not fall under any categories that would compromise his independence, such as being a major shareholder or having significant business relationships with the company [2][3]. - The candidate has not been subject to any administrative or criminal penalties by the China Securities Regulatory Commission in the last 36 months [4]. Group 3: Commitment to Responsibilities - The candidate acknowledges the responsibilities of an independent director and commits to adhering to laws, regulations, and the rules of the Shanghai Stock Exchange [5][6]. - The candidate has undergone training and obtained relevant certification recognized by the stock exchange [4].

Board Restructuring - The company is undergoing a board restructuring as the term of the third board is about to expire, and a new board will be elected for a three-year term [1][2] - The fourth board will consist of 9 directors, including 5 non-independent directors, 3 independent directors, and 1 employee representative [1] Candidate Qualifications - The independent director candidates have passed the qualification review by the Shanghai Stock Exchange and have received relevant training certificates [2] - The qualifications of the candidates meet the requirements set by laws and regulations, and none of them are disqualified from serving as directors [2][5][10] Current Board's Performance - The current board has been diligent and has contributed positively to the company's operations and development [3] Candidate Profiles - Profiles of the non-independent director candidates include: - He Peifu: Holds 45.88% of the company's shares and has extensive experience in management [4] - Yu Shiqi: Currently serves as the general manager and holds indirect shares [5] - Sun Cheng: Has held various managerial positions but does not hold shares [6] - Zhou Yaowu: Currently serves as vice general manager and holds indirect shares [6] - Sun Liping: Currently serves as a director and holds indirect shares [7] Independent Director Candidates - The independent director candidates include: - Wang Wenbing: Holds a doctorate and has no shares in the company [8] - Wan Shangqing: Holds a master's degree and has no shares in the company [9] - Sun Ruixia: Holds a master's degree and has no shares in the company [10]