广东聚石化学股份有限公司 2025年第二次临时股东大会会议资料 证券代码：688669 证券简称：聚石化学 广东聚石化学股份有限公司 2025年第二次临时股东大会会议资料 二〇二五年七月 1 广东聚石化学股份有限公司 2025年第二次临时股东大会会议资料 目录 | 2025年第二次临时股东大会会议须知 3 | | --- | | 2025年第二次临时股东大会会议议程 5 | | 2025年第二次临时股东大会会议议案 7 | | 议案一：关于取消监事会、修订《公司章程》及其附件并办理工商变更登记的议案7 | | 议案二：关于修订部分公司治理制度的议案 8 | | 议案三：关于董事会换届选举暨选举第七届董事会非独立董事的议案 9 | | 议案四：关于董事会换届选举暨选举第七届董事会独立董事的议案 10 | 2 广东聚石化学股份有限公司 2025年第二次临时股东大会会议资料 广东聚石化学股份有限公司 2025年第二次临时股东大会会议须知 为了维护全体股东的合法权益，确保股东大会会议秩序和议事效率，保证股东 大会的顺利召开，根据《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" ...

Group 1: Hydrogen Energy Industry Insights - AEM hydrogen production is a significant trend in the hydrogen energy sector, with high potential for future development; the core of AEM hydrogen production lies in the AEM membrane, which has gained industry-wide recognition[2] - Polychemical currently has a market capitalization of 2.4 billion yuan[2] - Zhongyuan Neipei is a key player in the hydrogen energy industry chain in Henan Province, actively transitioning to hydrogen fuel cell components and recently signing a strategic cooperation agreement with Sunshine New Energy[2] Group 2: Market Context and Risks - The global warming crisis is accelerating, necessitating a reduction in carbon dioxide emissions; hydrogen energy is positioned as a crucial tool for industrial decarbonization and will likely become a major winner in carbon neutrality over the coming decades[5] - The hydrogen energy industry chain includes upstream hydrogen production, midstream storage and transportation, and downstream applications, with nearly 100 listed companies in the A-share market involved in hydrogen energy[5] - Risks include potential underperformance of industrial policies and technological breakthroughs not meeting expectations[3]

Group 1 - The company held its 29th meeting of the 6th Board of Directors on July 14, 2025, with 9 directors present, and the meeting complied with relevant laws and regulations [1] - The Board approved the proposal to cancel the Supervisory Board and amend the Articles of Association, transferring the Supervisory Board's powers to the Audit Committee of the Board [2][3] - The Board also approved the revision of certain corporate governance systems to enhance internal governance mechanisms [2][3] Group 2 - The Board proposed the nomination of candidates for the 7th Board of Directors, including non-independent directors, with a term of three years starting from the approval date by the shareholders' meeting [4][5] - The Board nominated independent director candidates for the 7th Board, also with a term of three years starting from the shareholders' meeting approval [4][5] - The company plans to hold the second extraordinary shareholders' meeting of 2025 on July 30, 2025, combining on-site and online voting [5]

Group 1 - The company, Guangdong Jushi Chemical Co., Ltd., will hold its shareholder meeting on July 30, 2025, at 14:30 [1][3] - The voting method for the meeting will combine on-site voting and online voting through the Shanghai Stock Exchange's system [1][4] - The registration date for shareholders is set for July 24, 2025, and the registration for attending the meeting will take place on July 29, 2025 [5][6] Group 2 - The meeting will review various proposals, including non-cumulative voting proposals and cumulative voting proposals for independent directors [2][10] - Shareholders must complete their voting for all proposals before submission, and any excess votes will be considered invalid [4][10] - The company has specified that there are no related shareholders that need to abstain from voting [4]

Core Viewpoint - Guangdong Jushi Chemical Co., Ltd. has decided to abolish its supervisory board and amend its articles of association to enhance corporate governance and operational efficiency [1]. Group 1: Abolishment of Supervisory Board - The company will no longer establish a supervisory board, and its functions will be transferred to the audit committee of the board of directors [1]. - Relevant rules and regulations concerning the supervisory board will be abolished accordingly [1]. Group 2: Amendments to Articles of Association - The amendments aim to further standardize company operations and improve governance in accordance with the Company Law, Securities Law, and other relevant regulations [1]. - Specific revisions to the articles include changes to the definitions of stakeholders and the governance structure [1][2]. - The revised articles will become legally binding documents governing the rights and obligations between the company, shareholders, directors, and senior management [1][8]. Group 3: Shareholder Rights and Responsibilities - Shareholders will retain rights to dividends and other benefits proportional to their shareholdings [13]. - Shareholders have the right to supervise company operations and propose suggestions or inquiries [13]. - The company will ensure that all shareholders have equal rights regarding their shares [13][19]. Group 4: Capital Increase and Share Issuance - The company may increase capital through various methods, including public offerings and private placements, subject to shareholder approval [10][11]. - The issuance of shares will adhere to principles of fairness and equality, ensuring that all shares of the same category have equal rights [9][10]. Group 5: Governance and Compliance - The company is committed to maintaining compliance with laws and regulations, ensuring that all governance practices align with legal requirements [17][20]. - The board of directors is responsible for convening shareholder meetings and ensuring proper governance procedures are followed [21][22].

Core Points - The candidate Meng Yuezhong has declared his qualifications and independence to serve as an independent director for Guangdong Jushi Chemical Co., Ltd [1][4] - The candidate possesses over five years of relevant experience in law, economics, accounting, finance, and management, which are essential for fulfilling the responsibilities of an independent director [1] - The candidate confirms compliance with various legal and regulatory requirements regarding the qualifications for independent directors [1] Summary by Sections Qualifications - The candidate meets the qualifications as stipulated by the Company Law of the People's Republic of China and other relevant regulations [1] - The candidate has no adverse records, including administrative or criminal penalties from the China Securities Regulatory Commission (CSRC) in the last 36 months [2] - The candidate has not been subject to public reprimands or significant credit issues in the last 36 months [3] Independence - The candidate asserts independence, stating no relationships that could affect his impartiality, including not being a major shareholder or having significant business ties with the company [1] - The candidate has not been dismissed from previous independent director roles due to attendance issues [3] - The candidate has not served as an independent director for more than three domestic listed companies simultaneously [3] Commitment - The candidate has undergone training and holds recognized certification related to independent director responsibilities [4] - The candidate commits to adhering to all relevant laws, regulations, and rules set forth by the CSRC and the Shanghai Stock Exchange [4] - The candidate acknowledges the consequences of providing false statements and commits to resign if any disqualifying conditions arise during his tenure [4]

Core Viewpoint - The board of directors of Guangdong Jushi Chemical Co., Ltd. has reviewed and approved the qualifications of independent director candidates for the seventh board, ensuring compliance with relevant laws and regulations [1][2]. Group 1: Independent Director Candidates - The candidates for independent directors, Chen Guilin, Meng Yuezhong, and Qin Wei, have been found to meet the qualifications and independence requirements as per the Company Law and other relevant regulations [2]. - The independent director candidates do not hold shares in the company and have no relationships with the company's directors, senior management, actual controllers, or shareholders holding more than 5% of the shares [1]. - The candidates have not been subject to any disqualifications or penalties from the China Securities Regulatory Commission or the stock exchange, and they are not listed as dishonest executors [1][2].

Core Viewpoint - The announcement details the upcoming election of the seventh board of directors for Guangdong Jushi Chemical Co., Ltd., as the current board's term is nearing completion [1][2]. Board Election Summary - The company is conducting a board election in accordance with relevant laws and regulations, including the Company Law and the Shanghai Stock Exchange rules [1]. - The board has nominated candidates for both non-independent and independent director positions, with specific individuals listed for each category [2]. - The election will be held at the second extraordinary general meeting of shareholders in 2025, using a cumulative voting system for both non-independent and independent directors [2]. Candidate Qualifications - All nominated candidates meet the qualifications required by laws and regulations, and none have faced administrative penalties or disciplinary actions from regulatory bodies [2]. - Independent director candidates have the necessary educational backgrounds and work experiences to fulfill their responsibilities [2][6][7]. Current Board Operations - The current board will continue to operate until the new board is elected, ensuring the company's governance remains stable during the transition [3]. - The company expresses gratitude for the contributions made by the current board members during their tenure [3].

Core Points - The article outlines the implementation details of the cumulative voting system for Guangdong Jushi Chemical Co., Ltd. to enhance corporate governance and regulate the election of directors [2][6] - The cumulative voting system allows shareholders to allocate their voting rights in a flexible manner during the election of two or more directors, promoting fair representation [2][3] Section Summaries General Provisions - The cumulative voting system is defined as a method where each shareholder's voting rights equal the number of shares held multiplied by the number of directors to be elected [2] - The implementation details are based on relevant laws and the company's articles of association [2] Nomination of Director Candidates - Shareholders holding more than 1% of the company's shares can nominate director candidates, with separate voting for non-independent and independent directors [2][3] - Nominees must provide detailed personal information and commit to fulfilling their duties if elected [3] Voting and Election of Directors - The voting process must be clearly explained to shareholders, ensuring they understand how to exercise their voting rights [3][4] - Specific voting methods are outlined, including limits on the number of votes per shareholder and the consequences of exceeding those limits [4][5] - Directors are elected based on the number of votes received, with a requirement that each elected director must receive more than half of the valid voting rights [5][6]

Core Viewpoint - The document outlines the selection and management procedures for accounting firms by Guangdong Jushi Chemical Co., Ltd, aiming to enhance audit quality and protect shareholder interests [1][2]. Group 1: General Principles - The selection of accounting firms must comply with relevant laws and regulations, ensuring the integrity of financial reporting and audit quality [1]. - The company must not engage an accounting firm before obtaining approval from the board and shareholders [2]. Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess independent qualifications, relevant licenses, and a solid organizational structure [5]. - Firms must demonstrate familiarity with financial regulations and maintain confidentiality regarding company information [5]. Group 3: Selection Procedures - The audit committee is responsible for proposing the selection of accounting firms and overseeing the audit process [7]. - The selection process must be competitive and transparent, utilizing methods such as public bidding and competitive negotiation [9][10]. Group 4: Evaluation Criteria - Evaluation of accounting firms should focus on quality management, with a minimum weight of 40% for quality management in scoring [6]. - The average audit fee of all compliant firms serves as the benchmark for evaluating audit fee proposals [13]. Group 5: Contractual and Compliance Obligations - The company must sign an audit service agreement with the selected firm, with a typical engagement period of one year, subject to renewal [16]. - The audit committee must evaluate the performance of the accounting firm annually and report to the board [18]. Group 6: Termination and Replacement Procedures - The company must notify the accounting firm 10 days in advance before termination or non-renewal of the contract [22]. - Specific conditions warranting the replacement of an accounting firm include significant quality deficiencies or failure to meet deadlines [23][24]. Group 7: Supervision and Penalties - The company is required to disclose annual evaluations of the accounting firm's performance and the audit committee's oversight [29]. - Serious violations by the accounting firm may lead to penalties, including termination of the contract and potential financial liabilities [31].