浙江伟明环保股份有限公司 2025年第一次临时股东大会决议公告

Meeting Overview - The first extraordinary general meeting of shareholders for 2025 was held on November 19, 2025, at the company's office in Wenzhou, Zhejiang Province [2] - The meeting was conducted with a combination of on-site and online voting, presided over by the chairman of the board, Mr. Xiang Guangming [2][3] Attendance - Out of 9 current directors, 6 attended the meeting, while all 3 supervisors were present [3] - The board secretary and other senior executives also attended the meeting [3] Resolutions Passed - A resolution to increase the number of board seats, abolish the supervisory board, change registered capital, and amend the Articles of Association was approved [4] - Several governance documents were approved, including rules for board meetings, shareholder meetings, fundraising management, external guarantee management, related party transaction management, independent director work system, and external investment and financing management [5][6] - The election of an independent director for the seventh board was also approved [6] Legal Verification - The meeting was witnessed by lawyers from Guohao Law Firm, confirming that the meeting's procedures and resolutions complied with relevant laws and regulations [7] Employee Director Election - The company held an employee representative meeting on November 19, 2025, where Ms. Li Yuyan was elected as an employee representative director, replacing Ms. Wang Heping [10] - Ms. Li meets the qualifications required by laws and regulations for a director [10] Convertible Bond Redemption Conditions - The company indicated that from November 5 to November 19, 2025, its stock price closed above 130% of the conversion price for ten consecutive trading days [14] - If the stock price remains above 130% of the conversion price for five trading days within the next nineteen days, it will trigger the conditional redemption clause for the "Wei 24 Convertible Bond" [21] Convertible Bond Issuance Details - The company issued 2.85 million convertible bonds with a total value of 285 million yuan, with a maturity of six years and a tiered interest rate structure [15][16] - The initial conversion price was set at 18.28 yuan per share, adjusted to 17.55 yuan per share as of June 6, 2025 [17] Board Meeting Decisions - The board meeting on November 19, 2025, approved the election of Mr. Xiang Guangming as the representative director and legal representative of the company [26] - The board also approved the establishment of an audit committee, replacing the supervisory board, with Ms. Li Mochou as the chairperson [28]