证券代码：002598 证券简称：山东章鼓 公告编号：2025043 债券代码：127093 债券简称：章鼓转债 山东省章丘鼓风机股份有限公司 本公司及其董事、监事、高级管理人员保证公告内容真实、准确和完整，并对公告中 的虚假记载、误导性陈述或者重大遗漏承担责任。 山东省章丘鼓风机股份有限公司（以下简称"公司"或"山东章鼓"）第五届董事 会、监事会任期已于 2025 年 4 月 21 日届满。鉴于公司新一届董事会、监事会的换届选 举工作尚在筹备中，为确保公司董事会、监事会工作的连续性及稳定性，公司董事会、 监事会换届选举工作已适当延期，公司董事会各专门委员会成员及高级管理人员的任期 亦相应顺延。具体内容详见公司于 2025 年 4 月 16 日在《证券时报》《中国证券报》及 巨潮资讯网（www.cninfo.com.cn）上刊登的《关于董事会、监事会延期换届的提示性 公告》（公告编号：2025006）。 为保证董事会换届工作的顺利进行，根据《公司法》《深圳证券交易所股票上市规 则》《深圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》等法 律法规及《公司章程》的有关规定，公司于 2025 年 ...

Core Points - The company has nominated Li Hua as a candidate for the independent director of the 6th board of directors [1] - The nomination is based on a thorough understanding of the candidate's professional background, education, qualifications, and work experience [1] - The nominee has agreed in writing to serve as an independent director candidate [1] Compliance and Qualifications - The nominee has passed the qualification review by the nomination committee of the 5th board and has no conflicts of interest [2] - The nominee meets the requirements set forth by the Company Law of the People's Republic of China regarding disqualifications for serving as a director [2] - The nominee complies with the independent director qualifications as per the regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange [2][3] Training and Experience - The nominee has participated in training and obtained relevant certification recognized by the stock exchange [2] - The nominee possesses basic knowledge related to the operation of listed companies and has over five years of relevant work experience in law, economics, management, accounting, or finance [4] - If nominated as an accounting professional, the nominee holds at least a CPA qualification or equivalent advanced degree [4] Independence and Relationships - The nominee and their immediate family members do not hold positions in the company or its subsidiaries [5] - The nominee does not hold more than 1% of the company's issued shares directly or indirectly, nor are they among the top ten shareholders [5] - The nominee has not been involved in any significant business dealings with the company or its controlling shareholders [5][6] Commitment and Accountability - The nominator guarantees the truthfulness and completeness of the statements made regarding the nominee [6] - The nominator authorizes the company secretary to submit this declaration to the Shenzhen Stock Exchange [6] - If the nominee fails to meet independence requirements during their tenure, the nominator will report this to the board and urge the nominee to resign [6]

Core Points - The article outlines the special system for selecting accounting firms by Shandong Zhangqiu Blower Co., Ltd, aiming to standardize the hiring process in compliance with relevant laws and regulations [3][4][17] Group 1: General Principles - The selection of accounting firms must adhere to the Company Law, Shenzhen Stock Exchange listing rules, and other relevant regulations [3] - The company must obtain approval from the audit committee and the board of directors before hiring an accounting firm [3][4] Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess necessary qualifications as per national regulations and have a good reputation and quality record [4][5] - Firms must have a fixed workplace, sound organizational structure, and internal management systems [4][5] Group 3: Selection Methods - The company can select accounting firms through competitive negotiation, public bidding, or invitation bidding [4][5] - Selection documents must be published publicly, including basic information and evaluation criteria [4][5] Group 4: Evaluation Standards - Evaluation criteria for accounting firms include audit fee quotes, qualifications, quality management, and risk management capabilities [5][6] - Quality management level must account for at least 40% of the evaluation score [6] Group 5: Selection Procedures - The audit committee is responsible for the selection process, including proposing qualifications and reviewing applications [9][11] - The selection process must be transparent, with results publicly disclosed [9][11] Group 6: Supervision and Penalties - The audit committee must monitor the performance of the selected accounting firms and report to the board [13][14] - Any violations of the selection process may lead to penalties for responsible individuals [14][15] Group 7: Information Security - The company must ensure information security during the selection process and include specific clauses in contracts regarding data protection [15]

Core Viewpoint - Shandong Zhangqiao Blower Co., Ltd. has approved a capital change and amendments to its articles of association, including the issuance of convertible bonds totaling 243 million yuan, which will be listed on the Shenzhen Stock Exchange [1][2]. Capital Change Summary - The company will issue convertible bonds with a total amount of 243 million yuan, with each bond priced at 100 yuan, starting from November 3, 2023 [1]. - The total number of shares will increase from 312,000,000 to 312,038,474 due to the conversion of bonds during the period from April 23, 2024, to June 30, 2025 [2]. Articles of Association Amendments Summary - The company will revise its articles of association to reflect changes in registered capital and governance structure, which will require approval from the shareholders' meeting [2][3]. - Specific amendments include the addition of employee rights and responsibilities, as well as clarifications on the roles of the board and management [4][5]. - The revised articles will ensure compliance with the new Company Law and related regulations, maintaining the rights of shareholders and creditors [6][7].

Core Viewpoint - The company plans to increase the estimated amount for daily related transactions for the year 2025 by 128.7 million yuan, which has been approved by the board and will be submitted for shareholder approval [1][2]. Group 1: Daily Related Transactions Overview - The company will engage in daily related transactions with several affiliated parties, including Shanghai Lipai Environmental Equipment Co., Ltd., Guangzhou Tuodao New Materials Technology Co., Ltd., Shandong Zhanggu High-tech Intelligent Manufacturing Technology Co., Ltd., Anhui Tongxin Intelligent Technology Co., Ltd., Hebei Xietong Environmental Technology Co., Ltd., and Hebei Xietong Chemical Co., Ltd. [1][2]. - The total estimated increase in daily related transaction amounts for 2025 is 128.7 million yuan [1][2]. Group 2: Transaction Categories and Amounts - The estimated increase in transaction amounts includes: - Sales and technical services to Lipai Environmental: 20 million yuan - Purchase of ceramic pumps/slurry pumps from Tuodao New Materials: 50 million yuan - Sales of pump accessories to Tuodao New Materials: 10 million yuan - Purchase of magnetic suspension fans and accessories from Zhanggu Gaofu: 20 million yuan - Sales of fans and accessories to Tongxin Intelligent: 6 million yuan - Purchase of agents from Xietong Environmental: 2 million yuan - Sales of agents to Xietong Environmental: 1 million yuan - Purchase of agents from Xietong Chemical: 1.5 million yuan [2][7]. Group 3: Affiliated Parties and Financial Performance - The company holds 9.77% equity in Lipai Environmental, which reported a revenue of 36.6 million yuan and a net loss of 537,200 yuan for 2024 [3]. - The company holds 8.49% equity in Tuodao New Materials, which reported a revenue of 74.1 million yuan and a net profit of 14.6 million yuan for 2024 [4]. - The company holds 35% equity in Zhanggu Gaofu, which reported a revenue of 53.4 million yuan and a net loss of 419,070 yuan for 2024 [4]. - The company holds 40% equity in Tongxin Intelligent, which reported a revenue of 14.6 million yuan and a net loss of 1,400 yuan for 2024 [5]. - The company holds 2,790 million yuan in registered capital for Xietong Environmental, which reported a revenue of 33.4 million yuan and a net profit of 4.09 million yuan for 2024 [6]. - The company holds 2,790 million yuan in registered capital for Xietong Chemical, which reported a revenue of 65.7 million yuan and a net profit of 13.36 million yuan for 2024 [6]. Group 4: Transaction Purpose and Impact - The related transactions are considered normal market behavior, following fair and reasonable pricing principles, and are expected to benefit the company's business development without harming the interests of the company or its shareholders [7][8]. - The transactions will not affect the company's independence or create dependency on the affiliated parties [7][8]. Group 5: Approval Process - The audit committee and independent directors have unanimously approved the proposal to increase the estimated amount for daily related transactions for 2025, which will be submitted to the board for further approval [7][8].

Core Viewpoint - The company has established a responsibility accountability system for significant errors in annual report information disclosure to enhance the quality and transparency of its disclosures [2][3]. Group 1: General Principles - The system aims to ensure the authenticity, accuracy, completeness, and timeliness of information disclosure in accordance with relevant laws and regulations [2]. - The responsibility accountability system applies to directors, senior management, subsidiary heads, controlling shareholders, and other personnel involved in annual report information disclosure [2]. Group 2: Conditions for Accountability - Accountability will be pursued in cases of violations of laws, regulations, or internal controls that lead to significant errors or adverse impacts in annual report disclosures [3]. - Specific conditions include failure to follow disclosure procedures, lack of timely communication, and other personal reasons leading to significant errors [3]. Group 3: Severity of Accountability - Accountability may be increased for severe cases where personal subjective factors are the cause, or if there is interference with the investigation process [4]. - Mitigating factors for accountability include preventing adverse outcomes, actively correcting losses, and circumstances beyond personal control [4]. Group 4: Forms and Types of Accountability - Forms of accountability include corrective orders, economic penalties, and potential dismissal depending on the severity of the incident [5][6]. - The board of directors is responsible for interpreting and revising the accountability system [6].

Core Points - The document outlines the major operational decision-making procedures for Shandong Zhangqiu Blower Co., Ltd to standardize management and mitigate operational risks while protecting shareholder interests [1][2] - The rules specify the approval process for significant transactions, including asset purchases, sales, and external investments, requiring internal reviews and approvals from various company governance bodies [2][3] - The highest authority within the company is the shareholders' meeting, while the board of directors is responsible for major management decisions based on shareholder resolutions [1][2] Transaction Approval Process - Transactions involving assets exceeding 10% of the company's latest audited total assets or significant revenue and profit thresholds require board approval [2][3] - Specific thresholds for transactions include: asset totals over 1,000 million yuan, revenue or profit contributions over 100 million yuan, and net asset impacts exceeding 1,000 million yuan [2][3][4] - For transactions involving assets over 50% of total audited assets or significant revenue and profit contributions, shareholder approval is mandatory [3][4] External Guarantees and Debt - External guarantees must be approved by the board or shareholders, with certain guarantees requiring a two-thirds majority from attending shareholders [4][5] - The general manager can approve short-term loans based on operational needs, but loans exceeding 1,000 million yuan require board chair approval [5][6] - Non-current loans have specific thresholds for board and shareholder approval based on the company's audited net assets [5][6] Responsibilities and Liabilities - Decision-makers participating in major operational meetings are accountable for the resolutions made, with provisions for liability in case of legal violations leading to company losses [6] - The rules clarify that terms like "above" and "below" include the specified numbers, while "exceed" does not [6] - The rules become effective upon approval by the shareholders' meeting [6]

General Principles - The management system for the shares held by the board and senior management of Shandong Zhangqiu Blower Co., Ltd. aims to regulate the trading and holding changes of company stocks by its directors and senior management, in accordance with relevant laws and regulations [1][2] - The shares held by directors and senior management include those registered in their names and those held through others' accounts, as well as shares recorded in their credit accounts if engaged in margin trading [2] Information Reporting and Disclosure - Directors and senior management must report their personal and immediate family members' identity information to the Shenzhen Stock Exchange within specified timeframes, including after new appointments or changes in personal information [4][3] - The Shenzhen Stock Exchange will lock the shares held in the securities accounts of directors and senior management upon receiving their reported information [5] Share Transfer Management - There are specific conditions under which directors and senior management cannot transfer their shares, including within one year of the company's stock listing and within six months after leaving the company [5] - Directors and senior management must notify the board secretary in writing before trading company stocks, and the board secretary will verify the company's disclosure and significant matters [6] Trading Restrictions - Directors and senior management are prohibited from trading company stocks during certain periods, such as 15 days before the annual and semi-annual reports and 5 days before quarterly reports [7][8] - The company must ensure that certain individuals, such as family members of directors and senior management, do not trade company shares based on insider information [8] Responsibilities and Penalties - Violations of the management system may result in disciplinary actions, including warnings, demotions, or legal consequences, depending on the severity of the violation [9][10] - The company is required to maintain complete records of any violations and report them to regulatory authorities as necessary [10]

Core Viewpoint - The company establishes a long-term mechanism to prevent the controlling shareholder and its related parties from occupying funds, aiming to protect the legitimate rights and interests of all shareholders and creditors [2][3]. Group 1: Definition and Scope - The term "fund occupation" includes both operational and non-operational fund occupation, with operational occupation arising from related transactions and non-operational occupation involving various expenses and debts [2][3]. - The company must maintain independence from the controlling shareholder and its related parties in personnel, assets, and finances, ensuring clear ownership and responsibility [3][4]. Group 2: Financial Independence and Governance - The company is required to establish an independent financial accounting system and ensure that its board of directors and internal institutions operate independently [3][4]. - The company is prohibited from providing financial assistance to directors, senior management, or the controlling shareholder and its related parties [4][5]. Group 3: Transaction Regulations - Any operational transactions with the controlling shareholder must adhere to strict approval processes and disclosure obligations, with clear settlement deadlines [4][5]. - The company must verify the absence of fund occupation or illegal guarantees before purchasing projects or assets from the controlling shareholder or its related parties [4][5]. Group 4: Accountability and Enforcement - In cases of fund occupation, the company must issue a written notice demanding repayment within 10 working days, and if refused, the board must seek judicial freezing of the controlling shareholder's assets [5][6]. - The chairman is the primary responsible person for preventing fund occupation, with the general manager and financial director overseeing execution and supervision [6][7].

山东省章丘鼓风机股份有限公司 章 程 二 0 二五年七月 目 录 第一章 总则 第一条 为维护公司、股东、职工和债权人的合法权益，规范公司的组织和行 为，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》"）、 《中国共产党章程》和其他有关规定，制订本章程。 第二条 山东省章丘鼓风机股份有限公司（以下简称"公司"或"本公司"）系 依照《公司法》、《中华人民共和国公司登记管理条例》和其他有关规定成立的股份 有限公司。 公司以发起方式设立，在济南市工商行政管理局注册登记，取得企业法人营业 执照，统一社会信用代码：91370000163446410B。 第三条 公司于 2011 年 06 月 20 日经中国证券监督管理委员会证监许可 [2011]965 号文批准，首次向社会公众发行人民币普通股 4000 万股，于 2011 年 07 月 07 日在深圳证券交易所（以下简称"交易所"）上市。 第四条 公司注册名称：山东省章丘鼓风机股份有限公司。 公司英文名称：Shandong Zhangqiu Blower Co.,Ltd 第五条 公司住所：山东省济南市章丘区明 ...