登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：002479 证券简称：富春环保 编号：2025-044 浙江富春江环保热电股份有限公司 2025年第三次临时股东大会决议的公告 本公司及董事会全体成员保证公告内容真实、准确和完整，不存在虚假记载、误导性陈述或者重大遗 漏。 重要内容提示： 1、公司于2025年10月25日在《中国证券报》、《证券时报》、《上海证券报》、《证券日报》及公司 指定信息披露网站巨潮资讯上刊登了《关于召开公司2025年第三次临时股东大会通知的公告》； 2、本次股东大会无否决提案的情况； 3、本次股东大会不涉及变更前次股东大会决议的情况。 一、会议召开和出席情况 1、会议召开情况 （1）现场会议召开时间：2025年11月11日下午15:00。 出席本次股东大会的股东代表共计184人，共计代表股份309,494,492股，占公司股本总额的35.7797％。 （1）出席现场会议的股东情况 （2）现场会议召开地点：浙江富春江环保热电股份有限公司五楼会议室。 出席本次现场会议的股东代表共2人，代表股份302,635,358股，占公司股本总额的34.9867％； （3）会议方式：本次股 ...

Group 1 - The company held its 16th meeting of the third board of directors on November 10, 2025, with all 9 directors present, making the meeting legally valid [2][3] - The board unanimously approved the proposal to cancel the supervisory board, change the registered capital, and amend the company's articles of association, with a voting result of 9 votes in favor and no votes against [3][5] - The proposal to convene the first extraordinary general meeting of shareholders in 2025 was also approved with the same voting result [7] Group 2 - The company plans to cancel the supervisory board based on the latest regulations of the Company Law and other relevant guidelines, transferring the supervisory board's powers to the audit committee of the board [28] - The registered capital will be changed from RMB 244.58 million to RMB 244.54 million due to the repurchase and cancellation of 40,000 restricted stocks [29] - Amendments to the company's articles of association will be made to align with the cancellation of the supervisory board and changes in registered capital, with specific provisions being deleted or modified accordingly [31][32] Group 3 - The first extraordinary general meeting of shareholders is scheduled for November 28, 2025, at 14:00, to be held at the company's headquarters [11] - The meeting will adopt a combination of on-site and online voting methods, with specific time slots for voting outlined [12] - Shareholders must register for the meeting by providing necessary documentation, and the registration process is detailed in the announcement [21][22]

Core Points - The company held the 17th meeting of the 6th Supervisory Board on November 10, 2025, where it approved the proposal to amend the Articles of Association, which will be submitted to the shareholders' meeting for review [1][3][59] - The company will hold its first extraordinary shareholders' meeting of 2025 on November 27, 2025, with both on-site and online voting options available [4][5][6][8] Group 1: Supervisory Board Meeting - The meeting was convened in accordance with the Company Law and the company's articles of association, with all three supervisors present [1][2] - The proposal to amend the Articles of Association was passed unanimously with three votes in favor [2][59] - The amendments will allow the Board of Directors' Audit Committee to exercise the powers of the Supervisory Board, leading to the potential dissolution of the Supervisory Board upon shareholder approval [21][59] Group 2: Shareholders' Meeting - The extraordinary shareholders' meeting will take place on November 27, 2025, at 14:30, with a registration deadline of November 20, 2025 [6][9] - Shareholders can participate in the meeting either in person or through online voting, with specific time slots designated for each voting method [7][8] - The meeting will include proposals that require a special resolution, needing more than two-thirds of the voting rights held by attending shareholders to pass [11]

Group 1 - The company has decided to abolish the supervisory board and amend its articles of association and governance systems, with the audit committee of the board taking over the supervisory functions [1][27][33] - The current supervisors will be relieved of their duties once the shareholders' meeting approves the cancellation of the supervisory board [2][27] - The amendments to the articles of association and governance systems are based on relevant laws and regulations, and will require approval from the shareholders' meeting [3][37] Group 2 - The company will hold its first extraordinary shareholders' meeting of 2025 on November 27, 2025, at 14:00 in Beijing [8][9] - Voting will be conducted through a combination of on-site and online methods, with specific timeframes for each [10][12] - The meeting will address the proposed amendments to the articles of association and governance systems, as well as other relevant matters [37][38]

Core Points - The company has decided to abolish the supervisory board and amend its articles of association accordingly [2][62] - The decision requires approval from the shareholders' meeting [3][10] - The supervisory board's responsibilities will be transferred to the audit committee of the board of directors [62] Group 1: Supervisory Board Cancellation - The supervisory board has been canceled, and the articles of association have been revised [2][62] - The resolution was passed unanimously with 4 votes in favor and no opposition [4] - The relevant supervisory board regulations will also be abolished [5][6] Group 2: Board of Directors Meeting - The board of directors held a meeting on November 7, 2025, to discuss the cancellation of the supervisory board [9][62] - The board approved multiple amendments to various internal regulations, including the audit committee's implementation rules [12][19][22] - All resolutions passed with unanimous support from the board members [11][13][21] Group 3: Shareholders' Meeting - The 107th shareholders' meeting is scheduled for November 24, 2025 [48] - Voting will be conducted through both on-site and online systems [48][49] - Shareholders must register to attend the meeting, with specific procedures outlined for both individual and corporate shareholders [56][57]

Group 1 - The core point of the article is the announcement of the resolutions made during the sixth meeting of the seventh board of directors of Offcn Education Technology Co., Ltd, held on November 7, 2025, which includes the revision of the company's articles of association and other governance documents [2][3][9] - The meeting was attended by all seven directors, and the resolutions were passed unanimously with no votes against or abstentions [2][3] - The company plans to submit the revised articles of association and governance documents to the third extraordinary general meeting of shareholders for approval [3][8] Group 2 - The board approved multiple governance documents, including the revision of the articles of association, shareholder meeting rules, and board meeting rules, all receiving unanimous approval [3][4][5] - Additional governance documents revised include rules for independent directors, related party transaction decision-making, and management of fundraising, among others, all also receiving unanimous approval [5][6][7] - The company will hold the third extraordinary general meeting of shareholders on November 25, 2025, to discuss the approved resolutions [8][12]

Core Points - The company held its 23rd meeting of the fifth board of directors on November 6, 2025, where several key resolutions were passed, including the reappointment of the accounting firm and the cancellation of the supervisory board [1][6][67]. Group 1: Board Resolutions - The company approved the reappointment of the accounting firm, Lixin Zhonglian Certified Public Accountants, for the 2025 fiscal year, which will be submitted for approval at the upcoming extraordinary general meeting [67][68]. - The company decided to cancel the supervisory board, transferring its responsibilities to the audit committee of the board of directors, and will amend the company’s articles of association accordingly [6][82]. - The company passed resolutions to revise its fundraising management system, establish a remuneration management system for directors and senior management, and amend various governance systems [9][12][15][18][21]. Group 2: Upcoming Shareholder Meeting - The company will hold its first extraordinary general meeting of 2025 on November 25, 2025, to discuss the resolutions passed by the board [44][45]. - The meeting will utilize a combination of on-site and online voting methods, with specific voting times outlined for shareholders [46][49]. - Shareholders must register for the meeting by November 21, 2025, and can participate either in person or through a proxy [57][60].

Group 1 - The company will hold its third extraordinary general meeting of shareholders in 2025 on November 25, 2025, at 14:00 [3][30] - The meeting will combine on-site voting and online voting, with specific time slots for online voting provided [4][12] - The record date for shareholders to attend the meeting is November 19, 2025 [5] Group 2 - The meeting will review proposals that have been approved by the company's seventh board of directors' sixth meeting [6][26] - Special resolutions require approval from more than two-thirds of the voting rights held by attending shareholders [7] - The company will provide a network platform for shareholders to participate in voting through the Shenzhen Stock Exchange [12][19] Group 3 - The company has revised its articles of association and related governance documents, which will be submitted for approval at the upcoming shareholders' meeting [21][26] - The revisions are in accordance with relevant laws and regulations, including the Company Law and Securities Law [21][22] - The board of directors has approved multiple governance documents, including rules for shareholder meetings and board meetings [27][28]

Core Points - The company held its 22nd meeting of the 11th Board of Directors on October 30, 2025, where several key resolutions were passed, including the approval of the third quarter report and the proposal to cancel the supervisory board [7][9][60]. - The company plans to appoint Beijing Dehao International Accounting Firm as its auditor for the 2025 financial year, with the proposal requiring approval from the shareholders' meeting [21][26][33]. - The company is revising its governance structure, including the cancellation of the supervisory board and amendments to the Articles of Association, which will also require shareholder approval [9][64][65]. Financial Data - The third quarter report for 2025 was discussed and approved, confirming that the financial information is accurate and complies with relevant regulations [58]. - The company has not yet audited its third-quarter financial statements [3]. Shareholder Information - The company will hold its third extraordinary general meeting of shareholders on November 18, 2025, to discuss the resolutions passed by the board, including the appointment of the auditor and governance changes [39][40]. - The voting for the shareholder meeting will be conducted both on-site and online, with specific procedures outlined for different types of shareholders [41][45]. Governance Changes - The supervisory board will be dissolved, and its functions will be transferred to the audit committee of the board of directors [9][64]. - The Articles of Association will be amended to reflect these changes, including the addition of a worker representative on the board [65][66]. Audit Firm Information - Beijing Dehao International Accounting Firm has been proposed for reappointment, with a total audit fee of 1.65 million yuan for the 2025 fiscal year [33][27]. - The firm has a solid track record, with no criminal penalties or significant administrative sanctions in the past three years [29][31].

Core Viewpoint - The company has announced its third-quarter operational data for 2025, highlighting significant changes in project signing and profit distribution plans [8][9][14]. Financial Data - The third-quarter financial report is unaudited, and the company has provided key financial indicators and accounting data in RMB [3][4]. - The company reported a total of 40 new engineering projects signed in the third quarter, with a total contract value of RMB 1,485.25 million, representing a 25% increase in project quantity but a 70.9% decrease in project value compared to the same period last year [9]. - For the first three quarters of 2025, the cumulative number of new engineering projects signed was 152, with a total contract value of RMB 10,084.88 million, showing a 20.63% increase in quantity but a 33.54% decrease in value year-on-year [9]. Profit Distribution - The company plans to distribute a cash dividend of RMB 0.08 per share (before tax), with a total distribution amounting to RMB 776.20 million based on the total share capital of 970.256 million shares [15][17]. - The cash dividend represents 32.15% of the net profit attributable to shareholders as of September 30, 2025 [17]. Corporate Governance Changes - The company has decided to cancel its supervisory board and transfer its responsibilities to the audit and risk management committee of the board of directors [61][62]. - Amendments to the company's articles of association have been proposed to reflect this change and to comply with the latest legal regulations [63][64].