证券代码：002011 证券简称：盾安环境 公告编号：2025-029 浙江盾安人工环境股份有限公司 第九届董事会第一次会议决议公告 本公司及董事会全体成员保证信息披露内容的真实、准确、完整，没有虚假记 载、误导性陈述或重大遗漏。 一、董事会会议召开情况 1、董事会会议通知的时间和方式 浙江盾安人工环境股份有限公司（以下简称"公司"）第九届董事会第一次会议 通知于 2025 年 6 月 19 日以专人送出方式送达各位董事。 2、召开董事会会议的时间、地点和方式 会议于 2025 年 6 月 19 日以现场结合通讯方式召开。 3、董事会会议出席情况 本次会议应表决董事 9 名，实际参加表决董事 9 名，其中章周虎先生以通讯方 式出席会议，发出表决单 9 份，收到有效表决单 9 份。 4、董事会会议主持人 会议由全体董事共同推举方祥建先生主持。 5、本次董事会会议的合法、合规性 会议召集、召开符合《中华人民共和国公司法》（以下简称《公司法》）等有 关法律、法规和《浙江盾安人工环境股份有限公司章程》（以下简称《公司章程》） 的有关规定。 二、董事会会议审议情况 （一）审议通过《关于选举公司第九届董事会董事长的议案》 ...

Group 1 - The company held its first board meeting of the ninth session on June 19, 2025, with all nine directors present and voting [1][2] - The board unanimously elected Fang Xiangjian as the chairman for the ninth session [1][2] - The board established four specialized committees: strategy, audit, nomination, and compensation and assessment, with all members' terms aligned with the board's term [2] Group 2 - The board appointed Li Jianjun as the president and several vice presidents, including Feng Zhongbo, Tong Taifeng, Wang Yanfeng, Liu Che, and Lou Jiayang, with terms consistent with the board's term [2][3] - Xu Yanggao was appointed as the financial officer, and Wu Qingqing was appointed as the board secretary, both with terms aligned with the board's term [2][3] - Wang Chenjin was appointed as the securities affairs representative to assist the board secretary [3] Group 3 - The resumes of the newly appointed management personnel were provided, detailing their qualifications and previous positions [6][8][9][10][12][16][17] - All appointed individuals hold no significant shares in the company and have no conflicts of interest with major shareholders or other executives [7][11][15][16][17]

http://www.fangdalaw.com FANGDA PARTNERS 24/F, HKRI Centre Two HKRI Taikoo Hui 288 Shi Men Yi Road Shanghai, PRC 上海市方达律师事务所 关于浙江盾安人工环境股份有限公司 2024 年年度股东大会的法律意见书 中国上海市石门一路 288 号 电子邮件 E-mail: email@fangdalaw.com 兴业太古汇香港兴业中心二座 24 楼 电 话 Tel.: +86-21-2208 1166 邮政编码：200041 传 真 Fax.: +86-21-5298 5599 致：浙江盾安人工环境股份有限公司 上海市方达律师事务所（以下简称"本所"）是具有中华人民共和国境内法律 执业资格的律师事务所。根据相关法律顾问协议，本所指派律师出席浙江盾安人 工环境股份有限公司（以下简称"公司"）2024 年年度股东大会（以下简称"本次 股东大会"），并就本次股东大会的召集和召开程序、参与表决和召集会议人员的 资格、表决程序和表决结果等有关事宜出具本法律意见书。 本法律意见书依据《中华人民共和国公司法》《中华人民共 ...

浙江盾安人工环境股份有限公司 ZHEJIANG DUN'AN ARTIFICIAL ENVIRONMENT CO.,LTD 章 程 （经 2024 年年度股东大会审议通过） 二〇二五年六月 0 | 第一章 | 总 | 则 | 2 | | --- | --- | --- | --- | | 第二章 | | 经营宗旨和范围 | 3 | | 第三章 | 股 | 份 | 4 | | 第一节 | | 股份发行 4 | | | 第二节 | | 股份增减和回购 5 | | | 第三节 | | 股份转让 6 | | | 第四章 | | 股东和股东会 | 7 | | 第一节 | | 股 东 7 | | | 第二节 | | 控股股东和实际控制人 10 | | | 第三节 | | 股东会的一般规定 | 11 | | 第四节 | | 股东会的召集 13 | | | 第五节 | | 股东会的提案与通知 14 | | | 第六节 | | 股东会的召开 16 | | | 第七节 | | 股东会的表决和决议 19 | | | 第五章 | | 董事与董事会 | 23 | | 第一节 | | 董事的一般规定 23 | | | 第二节 | | 董 ...

Group 1: Gree Electric and Shield Environment Collaboration - Gree Electric announced a collaboration with Shield Environment for a commercial energy storage project, which is not a rooftop photovoltaic project [1] - The project aims to enhance energy efficiency and facilitate green transformation in factories, reducing energy costs and serving as an emergency backup power source [1] - Gree and Shield will deeply cooperate in energy storage technology and equipment manufacturing, planning to build multiple energy projects in the Yangtze River Delta and Pearl River Delta regions [1] Group 2: Liquor Industry Insights - Guotai Junan's report indicates that the liquor industry is still in a bottoming phase in Q2 2025, with price pressures outweighing volume pressures [2] - The liquor pricing system is undergoing restructuring, with high-end liquor prices trending downward, emphasizing the strategic significance of a "full price layout" [2] - The growth logic of the liquor industry is shifting, with market share becoming more important than price/profit, leading to a competitive advantage for companies with market share [2] Group 3: Leadership Changes in Luxury Goods - Kering Group's board approved the appointment of Luca de Meo as CEO, effective September 15, 2025, following his departure from Renault [3] - The upcoming shareholders' meeting will focus on the proposal for de Meo's appointment and the approval of the new compensation policy under the new organizational structure [3] Group 4: Swine Production Adjustments - Reports indicate that the national breeding sow inventory will be reduced by approximately 1 million heads, bringing the total down to 39.5 million heads [4] Group 5: Xiaomi's Growth and Environment - Xiaomi's founder Lei Jun expressed gratitude for Beijing's favorable business environment and talent resources during the company's 15th anniversary [6] - The company has thrived in Beijing, benefiting from the local ecosystem [6] Group 6: Ba Nu International's IPO - Ba Nu International Holdings submitted an application for an IPO in Hong Kong, with adjusted net profits of RMB 76.7 million for Q1 [7] - The company reported revenues of RMB 1.433 billion, RMB 2.112 billion, and RMB 2.307 billion for the years 2022, 2023, and 2024 respectively [7] Group 7: GAC Aion's Response to Rumors - GAC Group issued a statement denying false information regarding employee stock ownership at GAC Aion, labeling it as malicious rumors [8] Group 8: Xiaomi Automotive Updates - Xiaomi Automotive clarified that there are currently no official channels for large customer orders or cash subsidies, urging the public to verify information through official sources [10] Group 9: Cao Cao Mobility's IPO Plans - Cao Cao Mobility announced plans to issue approximately 44.18 million shares through an IPO in Hong Kong, with an expected trading start date of June 25 [11] Group 10: Norse's Future Plans - Norse stated it will not independently develop innovative drugs but may consider acquiring CRO companies in the future [13] Group 11: Bitcoin Acquisition by Strategy - Strategy company acquired 10,100 bitcoins for $1.05 billion, bringing its total holdings to 592,100 bitcoins with an average cost of $70,666 per bitcoin [14]

Core Points - The company is Zhejiang Dun'an Artificial Environment Co., Ltd, established as a joint-stock company in accordance with the Company Law of the People's Republic of China [1][2] - The company was approved for public offering of 28 million shares in June 2004 and listed on the Shenzhen Stock Exchange on July 5, 2004 [1][3] - The registered capital of the company is RMB 1,065,436,182 [2] Chapter Summaries Chapter 1: General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior [1] - The company is a permanent joint-stock company with a legal representative designated by the shareholders' meeting [2][3] Chapter 2: Business Objectives and Scope - The company's business objectives include establishing a management system that meets market economy requirements and maximizing economic and social benefits [4] - The business scope includes manufacturing and sales of refrigeration equipment, HVAC engineering design, technical consulting, and investment management [4] Chapter 3: Shares - The company's shares are issued in the form of stocks, with each share having a face value of RMB 1 [5][6] - The total number of shares issued by the company is 1,065,436,182, all of which are ordinary shares [6] Chapter 4: Shareholders and Shareholders' Meeting - Shareholders have rights to dividends, voting, and supervision of company operations [12][34] - The company must hold annual and temporary shareholders' meetings, with specific procedures for calling and conducting these meetings [20][28] Chapter 5: Shareholder Rights and Obligations - Shareholders must comply with laws and the company's articles of association, and they are liable for their subscribed shares [40] - Shareholders holding more than 5% of shares must report any pledges of their shares to the company [41] Chapter 6: Control and Management - The controlling shareholders and actual controllers must exercise their rights in accordance with laws and regulations, ensuring the company's interests are maintained [42][43] - The company must not provide financial assistance for acquiring its own shares, except under specific conditions [7][8] Chapter 7: Decision-Making and Voting - Shareholder resolutions can be ordinary or special, with different voting thresholds required for each type [81][82] - The company must ensure that all resolutions are recorded accurately and that the meeting procedures are followed [78][79]

Group 1 - The company held its 16th meeting of the 8th Supervisory Board on May 29, 2025, via remote voting, with all 5 supervisors participating and voting [1][2] - The meeting approved the proposal to abolish the Supervisory Board and amend the company's articles of association, transferring the Supervisory Board's powers to the Audit Committee of the Board of Directors [1][2] - The proposal received unanimous support with 5 votes in favor, requiring special resolution approval from the shareholders' meeting [2]

Meeting Information - The annual shareholders' meeting for Zhejiang Shun'an Artificial Environment Co., Ltd. is scheduled for June 19, 2025, at 15:00 [1] - Network voting will be available on the same day from 9:15 to 15:00 through the Shenzhen Stock Exchange voting system [1] Voting Rights and Procedures - All shareholders registered by the close of trading on June 12, 2025, have the right to attend and vote at the meeting [2] - Shareholders can choose to vote either in person or via the internet, but must select one method only [2] - The voting process includes provisions for cumulative voting for certain proposals, allowing shareholders to allocate their votes among candidates [4][6] Agenda Items - The meeting will address several proposals, including the election of the ninth board of directors, with 5 non-independent directors and 3 independent directors to be elected [3][4] - Other proposals include the cancellation of the supervisory board and amendments to the company’s articles of association, as well as the approval of annual compensation for directors and supervisors for 2024 and 2025 [3][4] Special Voting Requirements - Proposal 3, which involves significant matters affecting minority investors, will have votes counted separately for those shareholders not holding more than 5% of the company's shares [4] - Certain proposals require a two-thirds majority of the voting rights present at the meeting to pass [4] Registration and Participation - Shareholders must register for the meeting by providing necessary identification and documentation [5] - Remote shareholders can register via mail or fax, but must present original documents at the meeting [5] Contact Information - For inquiries, shareholders can contact Wang Chenjin at the provided phone number and address [5]

Core Viewpoint - Zhejiang Shun'an Artificial Environment Co., Ltd. is revising its articles of association to enhance corporate governance in compliance with relevant laws and regulations, which will require approval from the shareholders' meeting to take effect [1][2]. Group 1: Articles of Association Revisions - The first article has been revised to clarify the company’s purpose and governance structure, emphasizing the protection of the rights of shareholders and creditors [1]. - The role of the chairman as the legal representative of the company has been modified to allow the shareholders' meeting to designate an executive director for this position [1][2]. - A new provision states that civil activities conducted by the legal representative on behalf of the company will result in legal consequences for the company, and the company can seek compensation from the legal representative if damages occur due to their actions [3]. Group 2: Shareholder Rights and Responsibilities - The articles now specify that shareholders are liable for the company's debts only to the extent of their subscribed shares [4]. - The revised articles establish that shareholders can initiate legal actions against the company, its directors, supervisors, and senior management, as well as against other shareholders [4][5]. - Shareholders are granted rights to receive dividends and participate in decision-making processes, including the right to request meetings and vote on significant corporate matters [6][7]. Group 3: Capital and Share Issuance - The company’s capital structure is defined, with shares issued at a par value of 1 yuan each, and the total number of shares issued is 1,065,436,182 [9][10]. - The issuance of shares must adhere to principles of fairness and equality, ensuring that all shares of the same class have equal rights [7][8]. - The company is prohibited from providing financial assistance for the purchase of its shares, except under specific conditions approved by the board or shareholders [10][11]. Group 4: Corporate Governance and Accountability - The articles outline the responsibilities of controlling shareholders and actual controllers, emphasizing the need to act in the best interests of the company and its shareholders [24][25]. - New provisions require that controlling shareholders must not misuse their power or engage in transactions that harm the company or other shareholders [24][27]. - The company must maintain independence in its operations, ensuring that its assets, personnel, and finances are not unduly influenced by controlling shareholders [24][28].

浙江盾安人工环境股份有限公司 上市公司独立董事提名人声明与承诺 提名人浙江盾安人工环境股份有限公司董事会现就提名胡杰武先生为浙江 盾安人工环境股份有限公司第九届董事会独立董事候选人发表公开声明。被提名 人已书面同意作为浙江盾安人工环境股份有限公司第九届董事会独立董事候选 人（参见该独立董事候选人声明）。 本次提名是在充分了解被提名人职业、学历、职称、详细的工作经历、全部 兼职、有无重大失信等不良记录等情况后作出的，本提名人认为被提名人符合相 关法律、行政法规、部门规章、规范性文件和深圳证券交易所业务规则对独立董 事候选人任职资格及独立性的要求，具体声明并承诺如下事项： 一、被提名人已经通过浙江盾安人工环境股份有限公司第八届董事会提名委 员会资格审查，提名人与被提名人不存在利害关系或者其他可能影响独立履职情 形的密切关系。 如否，请详细说明：______________________________ ?是 □否 如否，请详细说明：______________________________ 二、被提名人不存在《中华人民共和国公司法》第一百七十八条等规定不得 担任公司董事的情形。 ?是 □否 如否，请详细说明： ...