证券代码：688335 证券简称：复洁环保 公告编号：2025-011 上海复洁环保科技股份有限公司 关于变更公司名称、经营范围及修订《公司章程》 部分条款的公告 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、准确性和完整性依法承担法律责任。 上海复洁环保科技股份有限公司（以下简称"公司"）于2025年3月27日召 开了第四届董事会第六次会议，审议通过了《关于变更公司名称、经营范围及修 订 <公司章程> 部分条款的议案》。现将有关情况公告如下： 一、关于变更公司名称情况 公司长期致力于节能低碳领域先进技术与高端装备的研发和应用，已从传统 的先进环保装备制造企业转型为节能低碳高端装备与综合解决方案提供商。公司 基于战略规划以及经营发展需要，为更全面、客观、准确地反映公司业务现状、 产业布局及未来发展规划，进一步强化企业核心价值与品牌形象，拟对公司名称 进行变更，公司证券简称及证券代码保持不变。具体变更情况如下： 内容 变更前 变更后 中文 上海复洁环保科技股份有限公司 上海复洁科技股份有限公司 名称 英文 Shanghai CEO Environmenta ...

Core Viewpoint - The company has implemented a "Quality Improvement and Efficiency Enhancement" action plan for 2025 to enhance operational efficiency, strengthen market competitiveness, and protect investor interests amidst significant challenges in the traditional environmental protection industry [1][2]. Group 1: Financial Performance - In 2024, the company achieved operating revenue of 186.8961 million yuan, a decrease of 67.56% year-on-year [2] - The net profit attributable to shareholders was -50.3817 million yuan, down 150.36% from the previous year [2] - Total assets at the end of the reporting period were 1.3742299 billion yuan, a decline of 10.38% from the beginning of the period [2] Group 2: Market Development - The company has focused on key domestic markets such as the Yangtze River Delta and the Guangdong-Hong Kong-Macao Greater Bay Area, enhancing brand recognition and optimizing product structure [2][3] - New orders and backlog orders at the end of 2024 showed significant growth, including a successful contract for the Shenzhen Futian Water Purification Plant Phase II project [2] Group 3: Research and Development - The company employed 98 R&D personnel, accounting for 42.06% of total staff, with R&D investment of 33.896 million yuan, a year-on-year increase of 5.55% [4] - The company obtained 10 invention patents during the reporting period, marking a historical high for annual patent grants [4] Group 4: Technological Innovation - The company established the "NICE-Revive Environmental Protection Joint Innovation Center" to focus on key technologies in the green low-carbon field [5] - The company has developed advanced technologies such as high-temperature water source heat pumps and solid-state hydrogen storage technology, which are expected to become new profit growth points [6] Group 5: ESG and Sustainability - The company integrates ESG principles into its development strategy, focusing on green low-carbon business and enhancing R&D investment in green products [6] - The company’s subsidiary, Jie Carbon Technology, has assisted multiple enterprises in obtaining green factory certifications and has been involved in various carbon reduction projects [8] Group 6: Internal Management and Governance - The company has strengthened internal controls and compliance management, enhancing its governance structure to protect investor rights [9][12] - The company received multiple awards for its governance practices, reflecting its commitment to high-quality development and compliance [13] Group 7: Investor Relations - The company emphasizes transparent communication with investors, providing updates through various channels and maintaining a stable cash dividend policy [14][15] - A share repurchase plan was executed to enhance investor confidence, with 2.66 million shares repurchased, accounting for 1.80% of total shares [14] Group 8: Future Outlook - The company plans to focus on core business areas, enhance operational efficiency, and leverage technological innovation to drive growth in the green low-carbon sector [28] - The 2025 action plan includes strategies for cost management, asset efficiency, and market expansion, particularly in international markets [16][17]

Core Viewpoint - Shanghai Fojie Environmental Technology Co., Ltd. has appointed Tianjian Accounting Firm as the auditing institution for its 2024 financial report and internal control audit, affirming the firm's compliance, independence, and diligence in its duties [1][7]. Group 1: Basic Information of Tianjian Accounting Firm - Tianjian Accounting Firm was established in July 2011 and is located in Hangzhou, Zhejiang Province, with 241 partners and 2,356 registered accountants as of December 31, 2024 [1]. - The firm reported a total audited business revenue of RMB 3.483 billion in 2023, with audit service revenue of RMB 3.099 billion and securities service audit fees totaling RMB 720 million [1]. Group 2: Investor Protection Capability - Tianjian Accounting Firm has established a robust investor protection capability, with a cumulative professional risk fund and insurance compensation limit exceeding RMB 200 million as of the end of 2024 [2]. - The firm has faced civil lawsuits related to its professional conduct in the past three years, including a case involving Huayi Electric, where it was required to bear joint liability for financial fraud [2]. Group 3: Assessment of the Firm's Performance - The firm has a dedicated audit team with extensive experience in auditing listed companies, supported by experts in various fields such as tax, information systems, and risk management [4]. - Tianjian Accounting Firm has developed a comprehensive and practical audit work plan focusing on key audit areas, including revenue recognition and asset impairment [4][5]. Group 4: Audit Quality Management Mechanism - The firm adheres strictly to auditing standards and has established a complete audit quality management system, ensuring effective policies and procedures are in place [5][6]. - A quality control department oversees the implementation of the quality management system, ensuring compliance with auditing procedures before report issuance [6]. Group 5: Information Security Management - The firm has defined responsibilities for information security management in its contract, implementing systematic controls for document management and confidentiality [6]. Group 6: Overall Evaluation - The company concludes that Tianjian Accounting Firm possesses the qualifications for auditing securities and futures-related businesses, demonstrating professional capability and investor protection that meet audit requirements [7].

Core Viewpoint - The company intends to reappoint Tianjian Accounting Firm as the financial and internal control audit institution for the year 2025, ensuring continuity in audit work and compliance with relevant regulations [1][4]. Group 1: Appointment Details - The proposed accounting firm is Tianjian Accounting Firm (Special General Partnership), established on July 18, 2011, with a registered address in Hangzhou, Zhejiang Province [1]. - The firm has 241 partners and 2,356 registered accountants, with 904 accountants having signed securities service audit reports [1]. - The audit revenue for the firm was 3.099 billion RMB, with securities business revenue at 1.84 billion RMB, serving 707 clients [1]. Group 2: Audit Fee Structure - The audit fee for the company in 2024 was 670,000 RMB (excluding tax), with 470,000 RMB for financial statement audit and 200,000 RMB for internal control audit [4]. - The pricing for the 2025 audit will be based on various factors including business scale, industry, and complexity of accounting treatments [4]. Group 3: Approval Process - The Audit Committee approved the reappointment of Tianjian Accounting Firm on March 26, 2025, after a thorough review of the firm's qualifications and past performance [4][5]. - The Board of Directors approved the proposal with a unanimous vote of 9 in favor and 0 against on March 27, 2025, and will submit it for shareholder approval [5]. - The Supervisory Board also approved the reappointment, confirming the firm's independence and professional competence [5]. Group 4: Compliance and Independence - Tianjian Accounting Firm has not faced any criminal penalties and has maintained its independence without any conflicts of interest [3][2]. - The firm has undergone administrative penalties and supervisory measures in the past three years, but these do not affect its ability to perform audits [2].

Group 1 - The company Shanghai Fuje Environmental Technology Co., Ltd. will hold a 2024 annual performance briefing on April 10, 2025, from 13:00 to 14:00 [2][3] - The briefing will be conducted in an interactive online format via the Shanghai Stock Exchange Roadshow Center [2][3] - Key company personnel, including the chairman and general manager, will participate in the briefing [2] Group 2 - Investors can submit questions for the briefing from April 2 to April 9, 2025, until 16:00 [3] - The company will address commonly asked questions during the performance briefing [2][3] - After the briefing, investors can view the main content and outcomes on the Shanghai Stock Exchange Roadshow Center [3]

Core Viewpoint - The independent director of Shanghai Fuzhi Environmental Technology Co., Ltd. has actively fulfilled responsibilities in accordance with relevant laws and regulations, ensuring the protection of shareholders' rights, especially those of minority shareholders [1][2]. Independent Director's Basic Information - The independent director, Su Yong, holds a Ph.D. in economics and has extensive experience in management and consulting roles [1]. - Su Yong has served as an independent director for multiple companies and has a strong academic background, including positions at Fudan University [1]. Attendance and Participation - During the tenure, the independent director attended all three board meetings and three shareholder meetings, demonstrating a commitment to active participation [2]. - No instances of absence or dissenting votes were recorded, indicating full support for the board's proposals [2]. Committee Involvement - The independent director participated in the Strategic and ESG Committee, attending two out of three meetings, where significant topics such as the establishment of new branches and ESG reports were discussed [3][4]. - The director maintained communication with internal and external audit institutions to ensure compliance and effective internal controls [4][5]. Communication with Minority Shareholders - The independent director engaged with minority shareholders through attendance at shareholder meetings, addressing their concerns and suggestions [5]. Key Focus Areas - No related party transactions occurred during the reporting period, and there were no changes or waivers of commitments by the company or related parties [6]. - The financial reports and internal control evaluations were deemed accurate and compliant with accounting standards, with no significant misstatements identified [6][7]. Audit Firm Engagement - The company appointed Tianjian Accounting Firm as the auditor for the 2024 fiscal year, following a thorough evaluation of its qualifications and independence [7][8]. Overall Evaluation and Recommendations - The independent director emphasized the importance of diligent and objective participation in decision-making processes, contributing to the company's governance and the protection of shareholder interests [12].

上海复洁科技股份有限公司 章程 二〇二五年三月 上海复洁科技股份有限公司章程 第一章 总则 第2条 公司系依照《公司法》和其他有关规定成立的股份有限公司。 公司系由上海复洁环保科技有限公司（简称"有限公司"）按原账面净资产值折 股整体变更，以发起方式设立，在上海市市场监督管理局注册登记，取得营业执照， 统一社会信用代码91310000585295915N。 第3条 公司于2020年6月11日经上海证券交易所科创板股票上市委员会审核通 过并于2020年7月21日经中国证券监督管理委员会（简称"中国证监会"）注册，首 次向社会公众发行人民币普通股18,200,000股，于2020年8月17日在上海证券交易所 科创板上市。 第4条 公司注册名称：上海复洁科技股份有限公司。 第5条 公司住所：上海市杨浦区国权北路1688弄A7幢801室，邮政编码200438。 第6条 公司注册资本为人民币148,034,592元。 第7条 公司为永久存续的股份有限公司。 第8条 公司的法定代表人由董事长担任。 第9条 公司全部资产分为等额股份，股东以其认购的股份为限对公司承担责任， 公司以其全部资产对公司的债务承担责任。 第10条 ...

证券代码：688335 证券简称：复洁环保 公告编号：2025-016 上海复洁环保科技股份有限公司 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、准确性和完整性依法承担法律责任。 重要内容提示： ? 每股分配比例： 每股派发现金红利0.2元(含税)，不进行资本公积金转增股本，不送红股。 ? 本次利润分配以实施权益分派股权登记日登记的上海复洁环保科技股份有 限公司（以下简称"公司"）总股本扣减公司回购专用证券账户中的股份数量为 基数，具体日期将在权益分派实施公告中明确。 本次利润分配预案尚需提交2024年年度股东大会审议。 二、是否可能触及其他风险警示情形 公司不存在可能触及其他风险警示情形的情形。 ? 本次利润分配预案尚需提交公司2024年年度股东大会审议。 一、利润分配预案的内容 经天健会计师事务所（特殊普通合伙）审计，公司2024年度合并报表中归属 于上市公司股东的净利润为-5,038.17万元；截至2024年12月31日，公司母公司 报表中期末未分配利润为人民币15,703.16万元。经公司第四届董事会第六次会 议决议，综合考虑公司正常经营和长远 ...

Group 1 - The board of directors of Shanghai Fuje Environmental Technology Co., Ltd. held its sixth meeting of the fourth session on March 27, 2025, with all nine directors present for voting [1] - The meeting approved several key reports and proposals, including the 2024 Annual Report and its summary, which will be submitted to the 2024 Annual General Meeting for further review [2][3] - The board also approved the 2024 Annual Internal Control Evaluation Report and the 2024 Annual Work Report of the Board of Directors, both requiring shareholder approval [2][3] Group 2 - The board approved the 2024 Annual Financial Settlement Report, which will also be submitted for shareholder review [2][3] - A proposal regarding the evaluation of the independence of independent directors was passed, with three directors abstaining from the vote due to conflicts of interest [3] - The board approved a proposal to change the company's name and business scope, which will require shareholder approval [4] Group 3 - The board approved the 2024 Annual Special Report on the Use of Raised Funds, which will be submitted for shareholder review [4][5] - A proposal regarding the confirmation of the 2024 salary distribution for senior management and the salary plan for 2025 was passed, with some directors abstaining from the vote [5] - The board approved the renewal of the financial and internal control audit institution for 2025, which will also require shareholder approval [6] Group 4 - The board approved a proposal for the company and its wholly-owned subsidiaries to apply for a comprehensive credit line from banks [6] - A proposal to use idle self-owned funds for entrusted financial management was also approved [7] - The board passed the 2024 Annual Profit Distribution Plan, which will be submitted for shareholder review [8] Group 5 - The board approved the establishment of a Market Value Management System to enhance market value management practices [8][9] - A report on the performance of the accounting firm for 2024 was approved, requiring further review by the board [9] - The board approved a proposal for a "Quality Improvement and Efficiency Return" action plan for 2025 [9] Group 6 - The board approved a proposal to void certain unvested restricted stock from the 2023 incentive plan, with some directors abstaining from the vote due to conflicts of interest [10] - A proposal to authorize the board to issue shares to specific targets through a simplified procedure, with a financing cap of 300 million RMB, was approved and will require shareholder approval [10][11] - The board proposed to hold the 2024 Annual General Meeting on April 18, 2025, to review the aforementioned matters requiring shareholder resolutions [11]

上海复洁环保科技股份有限公司 2024 年年度股东大会会议资料 上海复洁环保科技股份有限公司 2024年年度股东大会会议资料 股票代码：688335 股票简称：复洁环保 2025 年 4 月 | 2024 | 年年度股东大会会议资料 | 1 | | --- | --- | --- | | 2024 | 年年度股东大会会议须知 | 1 | | 2024 | 年年度股东大会会议议程 | 3 | | 2024 | 年年度股东大会会议议案 | 5 | | 议案一 | 关于《2024 年年度报告》及摘要的议案 | 5 | | 议案二 | 关于《2024 年度董事会工作报告》的议案 | 6 | | 议案三 | 关于《2024 年度监事会工作报告》的议案 | 7 | | 议案四 | 关于《2024 年度财务决算报告》的议案 | 8 | | 议案五 | 关于变更公司名称、经营范围及修订《公司章程》部分条款的议案 9 | | | 议案六 | 关于确认公司董事 2024 年度薪酬发放情况及 2025 年度薪酬方案的议案 14 | | | 议案七 | 关于确认公司监事 2024 年度薪酬发放情况及 2025 年度薪酬方案的议案 1 ...