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]

Core Viewpoint - The document outlines the management system for the resignation of directors and senior management at Wuhu Fuchun Dyeing and Weaving Co., Ltd, aiming to ensure operational stability and protect shareholder rights [1][2]. Chapter 1: General Principles - The system is established based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1]. - It applies to all directors and senior management, including the general manager and financial director [1]. - The resignation management should adhere to principles of legality, transparency, smooth transition, and protection of shareholder rights [1]. Chapter 2: Resignation Circumstances and Procedures - Resignation circumstances include term expiration, voluntary resignation, dismissal, and other causes [2]. - Directors must submit a written resignation report stating the reasons, effective upon receipt by the company [2]. - The company must disclose resignation details within two trading days and complete the re-election of directors within 60 days [3]. Chapter 3: Responsibilities of Resigning Directors and Senior Management - Resigning directors and senior management must complete handover procedures and remain liable for their duties for one year post-resignation [5]. - They are responsible for any losses caused by violations during their tenure and may face legal consequences for criminal activities [6]. Chapter 4: Management of Shares Held by Resigning Directors and Senior Management - Resigning directors and senior management cannot transfer their shares within six months post-resignation [6]. - They must adhere to specific regulations regarding share transfers during and after their tenure [7]. Chapter 5: Supplementary Provisions - The system will follow national laws and regulations, and any inconsistencies will defer to those laws [7]. - The board of directors is responsible for drafting, modifying, and interpreting the system [7].

General Overview - The company establishes a Board Strategic Committee to enhance core competitiveness and improve decision-making processes for major investments and strategic planning [1][2] Composition - The Strategic Committee consists of three directors, including one independent director [3] - The chairman of the board serves as the committee's chairperson [4] Responsibilities and Authority - The committee is responsible for researching and proposing suggestions on long-term strategic planning, major investment financing, capital operations, and other significant matters affecting the company [2][8] - The committee's proposals are submitted to the board for review and decision-making [9] Decision-Making Procedures - A working group led by the company's general manager prepares the necessary documentation for the committee's decisions [10] - The working group conducts preliminary reviews and submits formal proposals to the Strategic Committee [11] Meeting Rules - Meetings can be convened by the chairperson or at least two committee members, with a requirement of two-thirds attendance for validity [12][15] - Voting can be conducted through various methods, including electronic means, ensuring all members can express their opinions [16] Documentation and Confidentiality - Meeting records must be maintained for at least ten years, and all attendees are bound by confidentiality regarding discussed matters [20][22] Implementation and Amendments - The implementation details of the committee are effective upon board resolution and can be amended similarly [25][26]

Core Viewpoint - The document outlines the financial assistance management system of Wuhu Fuchun Dyeing and Weaving Co., Ltd., aiming to standardize the company's external financial assistance practices, mitigate financial risks, and enhance corporate governance and internal control [1][2]. Summary by Sections General Principles - The financial assistance provided by the company and its subsidiaries includes loans and entrusted loans, with specific exclusions for financial institutions and certain recognized situations [1]. - The system is established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1]. Approval Authority and Procedures - Financial assistance must be approved by the board of directors or shareholders' meeting, with a comprehensive evaluation of the recipient's financial health and repayment ability [2][3]. - The board must disclose risks and fairness of the financial assistance, and independent advisors should provide opinions on legality and risks [2]. Implementation Procedures and Risk Control - The finance department is responsible for assessing the recipient's asset quality and financial situation, while the internal audit department reviews compliance and repayment capacity [4][5]. - If the recipient fails to repay or faces financial difficulties, the company must notify relevant parties and take corrective measures [5][6]. Information Disclosure - The company is required to disclose financial assistance details and risk mitigation measures, including any guarantees provided by third parties [6][7]. - Timely disclosure is mandated if the recipient defaults or encounters significant financial issues [6][7]. Miscellaneous - Violations of the financial assistance regulations may lead to economic liability for responsible personnel, and serious cases may be referred to judicial authorities [7]. - The document is effective upon approval by the board and will be revised as necessary [7].

General Provisions - The rules are established to clarify the responsibilities and powers of the shareholders' meeting, standardize its organization and behavior, and ensure the legal exercise of rights by shareholders [2][3]. Shareholders' Meeting Authority - The shareholders' meeting is the company's authority body, responsible for approving related party transactions exceeding 30 million yuan and accounting for more than 5% of the latest audited net assets [3]. - The meeting also has the authority to approve changes in the use of raised funds, equity incentive plans, and other matters as stipulated by laws and regulations [3]. Meeting Types and Conditions - The company holds an annual shareholders' meeting once a year within six months after the end of the previous accounting year [5]. - Temporary meetings must be convened within two months of certain events, such as insufficient directors or requests from shareholders holding more than 10% of shares [6][7]. Notification of Meetings - Shareholders must be notified of the annual meeting at least 20 days in advance and temporary meetings at least 15 days in advance [9]. - Notifications must include meeting details, proposed agenda items, and the rights of shareholders to attend and vote [10]. Meeting Procedures - The meeting can be held at the company's registered address or other designated locations, and electronic communication methods may also be used [21]. - The meeting must maintain order, and only authorized individuals may attend [21][75]. Voting and Resolutions - Each share carries one vote, and the voting process must be transparent, with results announced immediately [52][66]. - Ordinary resolutions require more than half of the votes, while special resolutions require two-thirds [69]. Record Keeping - Detailed records of the meeting must be maintained, including attendance, proposals discussed, and voting results [40][79]. - The company must disclose the resolutions made at the meeting in a timely manner [72][83].