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三元股份: 三元股份2025年第一次临时股东大会会议资料

Group 1: Capital Changes and Stock Repurchase - The company plans to repurchase and cancel a total of 7,086,978 restricted shares due to unmet performance targets in the second release period of its stock incentive plan, resulting in a change in total share capital from 1,509,176,043 shares to 1,502,089,065 shares and a corresponding change in registered capital from RMB 1,509,176,043 to RMB 1,502,089,065 [1][2] Group 2: Company Bylaw Amendments - The company intends to amend its bylaws to reflect changes such as the audit committee exercising the powers of the supervisory board, the addition of sections regarding the board's special committees and independent directors, and modifications to the party-building section [2] Group 3: Loan and Guarantee Proposal - The company's subsidiary in New Zealand, Allied Faxi New Zealand Food Co., Limited, plans to apply for a one-year working capital loan of RMB 50 million (or equivalent in New Zealand dollars) from either China Merchants Bank or CITIC Bank, with the company providing a guarantee for 70% of the loan [3][5] Group 4: Financial Performance of Subsidiary - The financial data for Allied Faxi New Zealand Food Co., Limited shows total assets of RMB 171.55 million and total liabilities of RMB 154.48 million for the year 2024, with a net profit of -RMB 14.47 million, indicating a decline in production and increased debt ratio due to rising raw material costs and changes in domestic market demand [5] Group 5: Change of Auditor - The company proposes to change its auditing firm from Deloitte to Tianyuanquan Accounting Firm for the 2025 fiscal year, citing the need for improved independence and objectivity after eight years with the previous auditor [6][9] Group 6: New Auditor's Qualifications - Tianyuanquan Accounting Firm, established in 1984, has a revenue of RMB 112.90 million for 2024, with RMB 85.07 million from auditing services, and has no significant legal issues in the past three years [6][7] Group 7: Audit Fee Structure - The proposed audit fee for 2025 is capped at RMB 2.6 million, with specific allocations for domestic and international financial statement audits and internal control audits [8][10]