Group 1 - The company plans to sell part of its assets located in Wuhu City, Anhui Province, with a starting price of 94.5 million yuan (including VAT) [1] - The asset valuation is based on an assessment conducted by Beijing Huaya Zhengxin Asset Appraisal Co., Ltd. as of April 30, 2025 [1] - The board of directors has proposed to authorize the management to handle the sale procedures, including public listing and signing relevant agreements [2] Group 2 - The company intends to amend its articles of association to enhance governance mechanisms, which will eliminate the supervisory board and transfer its powers to the audit committee of the board [2][3] - The proposed amendments to the articles of association and related rules will be submitted for approval at the upcoming shareholders' meeting [2][3] - The second extraordinary general meeting of shareholders is scheduled for August 25, 2025, to discuss these proposals [3]

Meeting Information - The company will hold its second extraordinary general meeting of shareholders for 2025 on August 25, 2025, at 15:00 in Wuhu Economic and Technological Development Zone [1] - Shareholders can participate either through on-site voting or online voting via the Shenzhen Stock Exchange [2] Voting Procedures - Shareholders registered by the close of trading on August 18, 2025, are entitled to attend the meeting and vote [2] - Voting can be done through a proxy, and the first vote will be considered valid in case of duplicate votes [2] Registration and Attendance - Personal shareholders must present their ID, securities account card, and shareholding certificate for registration [3] - Proxies must provide the principal's ID copy, their own ID, authorization letter, and securities account card [3] Online Voting Details - The online voting platform will be available through the Shenzhen Stock Exchange trading system and internet voting system [4] - The voting code is 360619, and the voting name is "Hailuo Voting" [4] Documentation - The company will provide specific instructions for online voting procedures and an authorization letter template for proxies [5]

Core Viewpoint - The company has revised its articles of association to enhance corporate governance and clarify the rights and responsibilities of shareholders, directors, and management [1][6][12]. Summary by Sections General Principles - The revised articles aim to protect the legal rights of the company, shareholders, employees, and creditors, and to regulate the company's organization and behavior according to relevant laws [1][4]. Legal Representative - The chairman of the board serves as the legal representative of the company, and if the legal representative resigns, a new representative must be appointed within 30 days [2][3]. Shareholder Responsibilities - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is responsible for its debts with all its assets [4][5]. Articles Effectiveness - The revised articles become legally binding upon their effectiveness, governing the relationships and rights among the company, shareholders, directors, supervisors, and senior management [6][10]. Share Issuance - The company will issue shares based on principles of openness, fairness, and justice, ensuring equal rights for all shareholders of the same class [7][8]. Share Repurchase - The company may repurchase its shares under specific circumstances, such as capital reduction or employee stock ownership plans, with certain limitations on the total number of shares repurchased [8][9]. Share Transfer - Shares can be transferred in accordance with the law, and the company does not accept its own shares as collateral [9][10]. Shareholder Rights - Shareholders have rights to dividends, attend meetings, supervise company operations, and request the company to repurchase their shares under certain conditions [10][11]. Shareholder Obligations - Shareholders must comply with laws and the articles, pay their subscribed capital, and not abuse their rights to harm the company or other shareholders [15][16]. Board and Shareholder Meetings - The company must hold shareholder meetings in compliance with legal requirements, and decisions made at these meetings must be executed unless legally challenged [12][22].

Core Viewpoint - The company plans to sell part of its assets located at No. 38, Gangwan Road, Wuhu Economic and Technological Development Zone, through a public listing with a starting price of 94.5 million yuan (including VAT) [1][2][8] Transaction Overview - The board of directors has proposed to authorize the management to handle the sale procedures, including public listing and signing relevant agreements [2] - The transaction does not constitute a major asset restructuring as per the relevant regulations [2] - The final transaction counterpart and price are uncertain due to the public listing process [2] Asset Details - The assets for sale include land, buildings, and supporting facilities, primarily used for the production of plastic profiles, with some currently leased out [3][4] - The land area is 67,827.23 square meters, with a book value of 6.0476 million yuan and a net value of 3.1750 million yuan as of the evaluation date [3] - The buildings have a total area of 51,128.80 square meters, with a book value of 46.9379 million yuan and a net value of 6.9520 million yuan [3] Valuation Results - The asset evaluation was conducted by Beijing Huaya Zhengxin Asset Appraisal Co., Ltd., with a market value of 89.8513 million yuan (excluding VAT) based on the asset-based approach [4][5] - The evaluation showed an increase of 7.97243 million yuan, resulting in an increase rate of 787.25% [5] - The income approach yielded a market value of 75.7608 million yuan (excluding VAT), with an increase of 6.56339 million yuan and an increase rate of 648.11% [5] Transaction Pricing Basis - The final pricing will be based on the evaluation results, with a minimum price set at 94.5 million yuan [7] - The transaction will be conducted through a public listing, and the final price will be determined by the higher of the listing price or the bids from interested buyers [7] Purpose and Impact - The transaction aims to optimize resource allocation, activate existing assets, and focus on strategic priorities for sustainable development [8] - The impact on the company's financial status and operational results from this transaction cannot be accurately calculated at this time [8]

Core Points - The document outlines the rules and regulations governing the board of directors of Conch (Anhui) Energy-saving and Environmental Protection New Materials Co., Ltd, emphasizing the board's responsibilities and operational procedures [1][2][3] Group 1: Board Composition and Responsibilities - The board consists of nine directors, including one employee representative and a chairman, with at least one-third being independent directors [3][4] - Independent directors can serve a maximum of six consecutive years, after which they must wait 36 months before being eligible for re-nomination [2] - The board is responsible for major decisions such as asset acquisitions, mergers, and significant financial transactions, requiring approval from the shareholders' meeting for certain actions [4][5] Group 2: Board Meetings and Decision-Making - Board meetings can be regular or temporary, with at least two regular meetings held annually [8][11] - A quorum for meetings requires the presence of more than half of the directors, and decisions are made through a majority vote [11][33] - The board secretary is responsible for preparing meetings, managing documents, and ensuring compliance with disclosure requirements [3][12] Group 3: Committees and Their Functions - The board establishes specialized committees, including audit, strategy, nomination, and compensation committees, which report to the board and must include a majority of independent directors [2][3] - Each committee has specific responsibilities and must follow the procedures set by the board [3][4] Group 4: Voting and Record-Keeping - Voting at board meetings is conducted by a show of hands or written ballot, with each director having one vote [33][34] - Meeting minutes must be recorded, detailing attendance, agenda items, and voting results, and must be kept for ten years [42][43]

Core Points - The company is named Conch (Anhui) Energy Saving and Environment Protection New Material Co., Ltd, established in 1996 with a registered capital of RMB 441,168,831 [4][6] - The company's business scope includes manufacturing and selling specialized chemical products, new catalytic materials, plastic products, and lightweight building materials, among others [7] - The company aims to become a world-class building materials enterprise by optimizing product structure and improving product quality [6][7] Chapter Summaries Chapter 1: General Principles - The company is established according to the Company Law and Securities Law of the People's Republic of China [3] - The company has a permanent existence as a joint-stock company [4] Chapter 2: Business Objectives and Scope - The company's business objectives focus on market orientation, utilizing social resources, and relying on technological advancements to enhance product quality [6] - The business scope includes various construction-related activities and the manufacturing and sale of specialized chemical products [7] Chapter 3: Shares - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1 [9] - The total number of shares issued is 441,168,831, all of which are ordinary shares [9] Chapter 4: Party Organization - The company has established a Communist Party organization to play a leading role in guiding the company's direction and major decisions [15][16] Chapter 5: Shareholders and Shareholders' Meeting - Shareholders have rights to dividends, participate in meetings, and supervise the company's operations [18] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [26]

海螺（安徽）节能环保新材料股份有限公司 股东会议事规则 （2025 年 8 月修订） 第一章 总则 第一条 为进一步规范海螺（安徽）节能环保新材料股份有限公司（以下简 称"公司"）股东会运作程序，提高议事效率，维护股东权益，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 "《证券法》 "）、 《上市公司股东会规则》等法律、行政法规和规范性文件以及《海 螺（安徽）节能环保新材料股份有限公司章程》（以下简称"公司《章程》"） 等有关规定，制定本规则。 第二条 公司应当严格按照法律、行政法规和规范性文件及公司《章程》的 相关规定召开股东会，保证股东能够依法行使权利。 公司董事会应当切实履行职责，认真、按时组织股东会。公司全体董事应当 勤勉尽责，确保股东会正常召开和依法行使职权。 第三条 股东会应当在《公司法》和公司《章程》规定的范围内行使职权。 第二章 股东会的一般规定 第四条 股东会由全体股东组成。股东会是公司的最高权力机构，依法行使 下列职权： （一）选举和更换非由职工代表担任的董事，决定有关董事的报酬事项； （二）审议批准董事会的报告； （三）审议批准公司的利润分 ...

Core Points - The company announced the convening of its 20th meeting of the 10th board of directors on August 8, 2025, to discuss the revision of the company's articles of association [2] - For the year 2024, the company's revenue composition is as follows: construction materials account for 84.8%, environmental new materials account for 8.28%, and other industries and services account for 6.91% [2]

Group 1 - The revenue composition of Conch New Materials for the year 2024 is as follows: 84.8% from building materials, 8.28% from environmental new materials, and 6.91% from other industries and services [1] Group 2 - On August 8, 2025, Conch New Materials announced the approval of a proposal to publicly sell part of its assets, including land, buildings, and supporting facilities located in Wuhu City, Anhui Province, with a starting price of 94.5 million yuan (including VAT) [2] - The asset valuation is based on an assessment conducted by Beijing Huaya Zhengxin Asset Appraisal Co., Ltd. as of April 30, 2025, and the final transaction price will be determined through public bidding [2]

Core Viewpoint - The company, Conch New Materials (000619), plans to sell certain assets located at No. 38 Gangwan Road, Economic and Technological Development Zone, Wuhu City, Anhui Province through public listing, with a base price of 94.5 million yuan (including VAT) [1] Group 1 - The assets for sale include land, buildings, supporting facilities, and power distribution equipment [1] - The listing price is based on an evaluation by Beijing Huaya Zhengxin Asset Appraisal Co., Ltd., which valued the assets at 89.8513 million yuan (excluding VAT) [1] - This transaction does not constitute a major asset reorganization, and the final transaction counterpart and price remain uncertain [1] Group 2 - The transaction is subject to approval at the company's second extraordinary general meeting of shareholders in 2025 [1]