证券代码：688480 证券简称：赛恩斯 赛恩斯环保股份有限公司 2025 年第三次临时股东大会会议资料 2025 年 10 月 1 目录 | 2025 | 年第三次临时股东大会会议须知 | 3 | | --- | --- | --- | | 2025 | 年第三次临时股东大会议程 | 5 | | 2025 | 年第三次临时股东大会会议议案 | 6 | | | 议案一、关于取消监事会并修订《公司章程》的议案 | 6 | | | 议案二、关于制定及修订部分公司治理制度的议案 | 8 | 2 赛恩斯环保股份有限公司 2025 年第三次临时股东大会会议须知 为维护全体股东的合法权益，确保本次股东大会的正常秩序和议事效率， 保证大会的顺利召开，根据《中华人民共和国公司法》《上市公司股东大会规 则》《公司章程》和公司《股东大会议事规则》等规定，特制定会议须知如下： 一、为确认出席大会的股东或其代理人或其他出席者的出席资格，会议工 作人员将对出席会议者的身份进行必要的核对工作，请被核对者给予配合。 二、请出席大会的股东或其代理人或其他出席者在会议召开前 30 分钟到达 会场办理签到手续，并请按规定出示证券账户卡、身份证、 ...

Core Viewpoint - The departure of core technical personnel, Mr. Yan Huxiang, is due to personal reasons and will not materially impact the company's core competitiveness or ongoing operations [2][8][10] Group 1: Departure Details - Mr. Yan Huxiang has mutually agreed to terminate his employment with the company and will no longer hold any position [2][3] - The company expresses gratitude for Mr. Yan's contributions during his tenure [3] Group 2: Knowledge and Intellectual Property - Mr. Yan participated in the company's technology research and development, and all intellectual property developed during his employment belongs to the company, with no disputes regarding patent rights [5] - The company has not identified any violations of confidentiality agreements by Mr. Yan [6] Group 3: Impact on Company Operations - As of June 30, 2025, the company has 195 R&D personnel, representing 14.28% of total employees, indicating a robust R&D structure that does not heavily rely on specific individuals [8] - The company confirms that all R&D projects are proceeding normally and that the existing team can support future technological innovations [9][10] Group 4: Measures Taken - Mr. Yan completed all work handovers before leaving, ensuring continuity in R&D activities [9] - The company is committed to enhancing its R&D management and attracting quality talent to strengthen its innovation capabilities [9]

申万宏源证券承销保荐有限责任公司 关于赛恩斯环保股份有限公司 核心技术人员离职的核查意见 申万宏源证券承销保荐有限责任公司（以下简称"申万宏源承销保荐"或"保 荐机构"）作为赛恩斯环保股份有限公司（以下简称"赛恩斯"、"公司"）首 次公开发行股票并在科创板上市的保荐机构，根据《证券发行上市保荐业务管理 办法》《上海证券交易所科创板股票上市规则》和《上海证券交易所科创板上市 公司自律监管指引第 1 号——规范运作》等相关规定，对公司核心技术人员离职 的事项进行了核查，具体情况如下： 一、核心技术人员离职的具体情况 闫虎祥先生因个人原因与公司协商一致解除劳动关系，离职后不再担任公司 任何职务。 （一）核心技术人员的具体情况 闫虎祥先生，2009 年 6 月至 2010 年 4 月，任云南驰宏锌锗股份有限公司技 术员；2010 年 10 月至 2012 年 1 月，任湖南凯天重金属污染治理工程有限公司 工程师；2012 年 3 月至 2012 年 10 月，任湖南金旅环保股份有限公司工程师； 2012 年 11 月至今先后任赛恩斯技术一部部门经理、技术总监、总经理助理，2023 年 1 月至今任长沙赛恩斯环保工程技 ...

证券代码：688480 证券简称：赛恩斯 公告编号：2025-042 赛恩斯环保股份有限公司 关于核心技术人员离职的公告 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。 重要内容提示： 赛恩斯环保股份有限公司（以下简称"公司"）核心技术人员闫虎祥先 生因个人原因与公司协商一致解除劳动关系，离职后不再担任公司任何职务。 公司与闫虎祥先生签署了《保密协议》《劳动合同》，不存在涉及专利 等知识产权的纠纷或潜在纠纷，也不存在影响公司知识产权完整性的情况。 闫虎祥先生已完成工作交接，公司的生产经营与技术研发工作均正常进 行，闫虎祥先生的离职不会对公司核心竞争力及持续经营能力产生实质性影响。 一、核心技术人员离职的具体情况 闫虎祥先生因个人原因与公司协商一致解除劳动关系，离职后不再担任公 司任何职务。闫虎祥先生在公司任职期间恪尽职守、勤勉尽责，公司对闫虎祥 先生在任职期间为公司发展所做出的努力和贡献表示衷心感谢。 截至本公告披露之日，闫虎祥先生通过长沙轩珑环保科技合伙企业（有限 合伙）间接持有公司55,000股股份，占公司总股本的比例 ...

Core Insights - The company, Sains Environmental Co., Ltd., specializes in heavy metal pollution prevention and aims to be a leader in this field globally [2][3] - The company has developed comprehensive solutions for treating heavy metal pollution, which have been widely recognized and applied in numerous large and medium-sized enterprises across the country [2][3] Company Overview - Sains Environmental Co., Ltd. focuses on solving challenges related to heavy metal wastewater, waste acid, and waste residue treatment, as well as environmental remediation [2][3] - The company operates under a "three-in-one" business model, integrating comprehensive solutions, product sales, and operational services to provide extensive heavy metal pollution prevention services [3] Business Strategy - The company is undergoing a strategic transformation to create a dual-main business model of "mining and metallurgy environmental protection + new materials," emphasizing technological innovation and increased R&D investment [3][9] - The company aims to become the largest mining technology service provider globally by developing new materials such as new flotation agents and high-purity sodium sulfide [3][9] Product and Service Offerings - The main products and services include comprehensive solutions for heavy metal pollution prevention, sales of environmental agents, copper extraction agents, integrated equipment, and customized products [3] - The company plans to build a high-purity sodium sulfide project with an annual production capacity of 60,000 tons, with a total investment of approximately 210 million yuan [9] Market Position and Clientele - The core customer base includes large domestic and international non-ferrous industry groups involved in mining, mineral processing, and smelting [4] - The company has established relationships with top research institutions to provide customized solutions, enhancing its competitive edge in the flotation agent market [7] R&D and Innovation - The company has consistently increased its R&D investment since its listing, viewing innovation as a core strategy to enhance its competitive advantage [10] - The company is committed to maintaining its R&D intensity to meet market demands effectively [10] Capital Expenditure and Strategic Investments - The company views capital expenditure as crucial for achieving strategic goals and is actively seeking quality investment projects for potential mergers and acquisitions [11] - The capital expenditure strategy is driven by the company's strategic objectives and is subject to dynamic optimization [11] Environmental Business Stability - The company anticipates stability in its environmental governance business based on current economic conditions and market trends [12]

Key Points - Hainan Huatie's shareholder Hu Danfeng has terminated the share reduction plan and plans to increase holdings in the company with an investment of no less than 30 million yuan and no more than 50 million yuan [2] - Yonghe Co. expects a net profit increase of 447.64% to 506.85% year-on-year for Q3 2025, driven by the high demand in the refrigerant industry and product optimization [3] - Delis Co. is planning a change in company control, leading to a suspension of its stock from October 9, 2025 [4] - BYD reported September 2025 sales of 396,300 new energy vehicles, a slight decrease from 419,400 units in the same month last year, while cumulative sales for the year reached 3.26 million units, up 18.64% [5] - Chipone Technology expects Q3 2025 revenue of 1.284 billion yuan, marking a historical high for the company, with a year-on-year increase of 78.77% [7] - Chipone anticipates a significant improvement in profitability for Q3 2025, with new orders expected to reach 1.593 billion yuan, a year-on-year increase of 145.80% [8] - ST Zhengping's stock will be suspended from trading starting October 9, 2025, due to unusual stock price fluctuations [2][28] - Huanxin Cement plans to repurchase shares worth between 32.25 million and 64.5 million yuan [14] - Sichuan Gold won exploration rights for a gold mine in Xinjiang for 510 million yuan, indicating strong geological potential [15]

Key Points - Fengshan Group clarified that its sales do not involve solid-state battery electrolyte materials [1] - Zhiwei Co., Ltd. plans to invest approximately 1.5 billion yuan in the construction of high-end cast steel pump and valve components manufacturing project [1] - Tianyong Intelligent won a bid for a 58.8 million yuan DHE high-efficiency platform production line engine assembly line project [1] - Hanwei Technology intends to sell 65% of its stake in Hanwei Zhiyuan [1] - Huaxin Environmental plans to repurchase shares worth between 40 million to 80 million yuan [1] - Xin Nuo Wei is planning to issue E-shares and list on the Hong Kong Stock Exchange [1] - Shareholders of Run Da Medical, Zhu Wenyi and Liu Hui, plan to reduce their holdings by no more than 2.99% [1] - Feng Assistant intends to raise no more than 984 million yuan through a private placement to actual controllers [1] - Jiaotong Sino's chairman Li Wei has been placed under detention [1] Investment Projects - Nong Shang Environment's subsidiary plans to invest in the construction of intelligent computing center infrastructure [1] - Sai En Si (Fujian Longli Chemical) plans to invest no more than 300 million yuan in the expansion of the selection agent project [1] - Bin Hua Co. intends to invest 1.421 billion yuan in the construction of an integrated source network load storage project [1] Contracts and Acquisitions - Zhong Wu Drone signed a major contract worth 615 million yuan [1] - Xin Nuo Wei plans to acquire a 29% stake in Ju Shi Bio [1] - Huaheng Biological submitted an application for H-share issuance and listing on the Hong Kong Stock Exchange [1] - Kete Power plans to issue shares overseas (H-shares) and apply for listing on the Hong Kong Stock Exchange [1]

Group 1 - Cambrian's private placement price is set at 1195.02 yuan per share, with a total fundraising amount of 3.985 billion yuan [4] - Bee Assistant plans to raise no more than 984 million yuan for projects including cloud terminal computing power center and IoT terminal upgrades [5] - Kexing Pharmaceutical is planning to issue H-shares and list on the Hong Kong Stock Exchange [6] - Three squirrels have received approval from the China Securities Regulatory Commission for H-share issuance, with plans to issue up to 81.5483 million shares [7] - Ruiming Technology has submitted an application for H-share issuance to the Hong Kong Stock Exchange [8] Group 2 - Binhua Co. plans to invest 1.421 billion yuan in an integrated project for wind, solar, and energy storage [9] - Sains plans to invest no more than 300 million yuan in the expansion of its selection agent project [10] Group 3 - Hunan YN reports no significant changes in its internal and external operating environment [11] - Electric Power Investment has had its major asset replacement review suspended by the Shenzhen Stock Exchange due to expired financial documents [12] - Guanzhong Ecological is in the planning stage for acquiring a 51% stake in Hangzhou Actuary [13][14] Group 4 - Aima Technology's subsidiary is transferring production capacity and ceasing operations due to strategic adjustments [17] - Fosun Pharma's subsidiary has received approval for clinical trials of a new drug [18] - SAIC Group's subsidiary plans to invest 666 million yuan in the restructuring of SAIC Hongyan [19] Group 5 - Hanwei Technology plans to sell 65% of Hanwei Zhiyuan for approximately 440 million yuan [20] - Xingtong Co. has been awarded new capacity for coastal inter-provincial bulk liquid hazardous goods transportation [21][22] Group 6 - EVE Battery Investment received a cash dividend of 375 million HKD from its associate company [23] - Shanmei International's chairman has resigned due to work changes [24] - Weiye Co.'s chairman has resigned for personal reasons [25] Group 7 - Jiao Da Sino's chairman has been placed under detention [26] - Duorui Pharmaceutical is planning a change in control, leading to a stock suspension [27][28] - *ST Zhengping's stock has been suspended for investigation due to abnormal price fluctuations [29] Group 8 - Zhenray Technology's chairman has had detention measures lifted [30] - Shiming Technology's chairman has had detention measures changed to a warning [31] - Nanxin Pharmaceutical is under investigation by the CSRC for suspected violations in annual report disclosures [32] Group 9 - Daqian Ecology's shareholder plans to reduce holdings by up to 3% [33] - Rundar Medical's shareholders plan to reduce holdings by up to 2.99% [34][35] - Saili Medical's shareholder plans to reduce holdings by up to 2% [36] Group 10 - Huaxin Environmental plans to repurchase shares for 40 to 80 million yuan [37] - Tianyong Intelligent has been awarded a contract worth 58.8 million yuan for an engine assembly line project [38] - Zhongwu Drone has signed a significant contract worth 615 million yuan for drone systems [39]

Group 1 - Cambrian's private placement price is set at 1195.02 yuan per share, with a total fundraising amount of 3.985 billion yuan [2] - Bee Assistant plans to raise up to 984 million yuan for projects including cloud terminal computing power center and IoT terminal upgrades [3] - Kexing Pharmaceutical is planning to issue H-shares and list on the Hong Kong Stock Exchange [4] Group 2 - Three squirrels received approval from the China Securities Regulatory Commission for H-share issuance, planning to issue up to 81.5483 million shares [5] - Ruiming Technology has submitted an application for H-share issuance to the Hong Kong Stock Exchange [6] - Binhua Co. plans to invest 1.421 billion yuan in an integrated project for wind and solar energy [7] Group 3 - Sainz's subsidiary plans to invest up to 300 million yuan in the expansion of selection and extraction agents [8] - Hunan YN reported no significant changes in its internal and external operating environment [9] - Electric Power Investment plans to restructure assets and has received a notice from the Shenzhen Stock Exchange to suspend review [10] Group 4 - Guanzhong Ecology is in the planning stage to acquire 51% of Hangzhou Actuary [11] - Aima Technology announced the transfer and suspension of production capacity at its subsidiary in Guangdong [12] - Fosun Pharma's subsidiary received approval for clinical trials of a new drug [13] Group 5 - EVE Battery Investment received a cash dividend of 375 million HKD from its indirect associate, Simoer International [14] - Shanmei International announced a change in its board leadership due to personnel changes [15] - Weiye Co. announced the resignation of its chairman for personal reasons [16] Group 6 - Jiaoda Sinuo's chairman is under detention, and the company has appointed a new acting chairman [17] - Duorui Pharmaceutical is planning a change in control, leading to a stock suspension [18] - ST Zhengping's stock price has seen an abnormal increase, leading to a suspension for investigation [19] Group 7 - Daqian Ecology's shareholder plans to reduce its stake by up to 3% [20] - Rundat Medical's shareholders plan to collectively reduce their stake by up to 2.99% [21] - Seli Medical's shareholder plans to reduce its stake by up to 2% [22] Group 8 - Tianyong Intelligent has been awarded a contract worth 58.8 million yuan for an engine assembly line project [23] - Zhongwu Drone signed a significant contract worth 615 million yuan for drone systems [24]

赛恩斯环保股份有限公司 独立董事制度 第一章 总则 1 度向股东会报告工作。 公司股东间或者董事间发生冲突、对公司经营管理造成重大影响的，独立 董事应当主动履行职责，维护公司整体利益。 第六条 独立董事原则上最多在 3 家上市公司（含公司）担任独立董事， 并应当确保有足够的时间和精力有效地履行独立董事的职责。独立董事不得在 公司兼任除董事会专门委员会委员外的其他职务。在公司连续任职独立董事已 满 6 年的，自该事实发生之日起 36 个月内不得被提名为公司独立董事候选人。 首次公开发行上市前已任职的独立董事，其任职时间连续计算。 董事会成员中应当至少包括三分之一独立董事，且至少包括一名会计专业 人士。公司董事会下设薪酬与考核、审计、提名、战略等委员会，其中审计委 员会、提名委员会、薪酬与考核委员会中独立董事应当占多数并担任召集人， 审计委员会成员应当为不在公司担任高级管理人员的董事，其中独立董事应当 过半数，并由独立董事中会计专业人士担任召集人。 第一条 为进一步完善赛恩斯环保股份有限公司（以下简称"公司"）法 人治理结构，充分发挥独立董事在公司规范运作中的作用，强化对内部董事及 经理层的约束和监督机制，保护投 ...