福达合金 2025 年第一次临时股东大会 福达合金材料股份有限公司 会议资料 福达合金 2025 年第一次临时股东大会 目 录 福达合金 2025 年第一次临时股东大会 一、 会议时间 票时间为股东大会召开当日的交易时间段，即 9:15-9:25,9:30-11:30， 临时股东大会开始。 福达合金 2025 年第一次临时股东大会 为了维护全体股东的合法权益，确保股东大会的正常秩序和议事效率，保证 大会的顺利进行，根据相关法律法规、《公司章程》和《股东大会议事规则》等 规定，特制定本须知。 一、 公司根据《公司法》《证券法》《公司章程》和《公司股东大会议事规则》 等相关规定，认真做好召开股东大会的各项工作。 二、 大会设会务组，具体负责大会有关程序及服务等事宜。 福达合金 2025 年第一次临时股东大会 议案一：关于调整公司治理架构并废止《监事会议事规则》 的议案 各位股东及股东代表: 根据 2024 年 7 月 1 日起实施的《中华人民共和国公司法》 （2023 年修订）、 请各位股东审议。 《上市公司章程指引》 （2025 年修订）等相关法律法规的规定及中国证券监督管 理委员会于 2024 年 12 月 ...

Core Points - The company is holding a shareholders' meeting on September 12, 2025, to discuss various proposals, including increasing the foreign exchange hedging limit and revising the company's articles of association [3][4][5]. Meeting Rules - The meeting will ensure the protection of shareholders' rights and maintain order and efficiency [1][2]. - Attendees must present valid identification and may need to register in advance if they wish to speak [1][2]. - Voting will be conducted by a named ballot, with each share representing one vote [2][3]. Proposals - Proposal 1: Increase the foreign exchange hedging limit from $1 billion to $1.9 billion to address rising hedging needs due to currency fluctuations [4][5][9]. - Proposal 2: Abolish the supervisory board, transferring its responsibilities to the audit committee of the board of directors, and amend the articles of association accordingly [5][6][7]. - Proposal 3: Revise certain internal regulations to enhance corporate governance and operational efficiency [8][9]. Financial Derivatives Trading - The company plans to engage in foreign exchange derivatives trading to mitigate risks associated with currency fluctuations, with a focus on operational hedging strategies [8][9][10]. - The trading will be funded through the company's own or raised funds, and will not involve speculative activities [10][11]. - A comprehensive risk management framework has been established to oversee the derivatives trading activities [12][13].

Core Points - The company is holding its third extraordinary general meeting of shareholders on September 12, 2025, to discuss various proposals, including the cancellation of the supervisory board and amendments to the articles of association [2][5][6] - The meeting will utilize a combination of on-site and online voting methods to ensure shareholder participation [2][3] - The proposal to cancel the supervisory board is in line with the revised Company Law of the People's Republic of China and aims to enhance the efficiency of corporate governance [5][6][7] Meeting Agenda - The meeting will commence with the announcement of attendance and reading of the agenda [2] - Shareholders will have the opportunity to speak and ask questions, followed by responses from the board and management [3][4] - Voting will take place after discussions, with results being compiled and announced [2][4] Proposal Details - The proposal to abolish the supervisory board will transfer its responsibilities to the audit committee of the board, ensuring that internal oversight mechanisms remain intact [5][6] - Amendments to the articles of association will include changes in terminology and the adjustment of shareholding thresholds for certain actions [5][7] - The company will also seek authorization from shareholders for the general manager to handle the necessary registration changes following the approval of the proposals [5][6] Legal Compliance - The company emphasizes adherence to the regulations set forth by the China Securities Regulatory Commission and relevant laws during the meeting [3][4] - Legal representatives will be present to ensure compliance and provide legal opinions on the proceedings [4][6]

Meeting Overview - The company will hold its second extraordinary general meeting of shareholders in 2025 on September 12, 2025, at 14:30 [1] - The meeting will be conducted through a combination of on-site and online voting [1] - The online voting will take place on the same day from 9:15 to 15:00 [1] Meeting Agenda - The meeting will start with the announcement of the attendance and qualification of shareholders [2] - The board secretary will read the meeting guidelines [2] - Election of monitors and counters for the meeting will be conducted [2] - Shareholders will have the right to speak, inquire, and vote during the meeting [2][3] Voting Procedures - Voting will be conducted through both on-site and online methods, with specific instructions for marking votes [3][4] - Invalid votes will be considered as abstentions [4] - The counting of votes will be overseen by appointed monitors and a witnessing lawyer [4][6] Proposals for Cash Management - The company proposes to use up to 820 million yuan of idle funds for cash management to enhance fund efficiency and reduce financial costs [4][5] - The investment will focus on high-security and high-liquidity financial products [5][6] - The cash management will be valid for 12 months from the date of approval at the meeting [5][6] Use of Idle Raised Funds - The company plans to use up to 380 million yuan of idle raised funds for cash management, ensuring it does not affect ongoing projects [7][8] - The funds will be sourced from the proceeds of convertible bonds issued to unspecified investors [8][9] - The cash management will also be valid for 12 months from the date of approval [11] Profit Distribution Proposal - The company proposes a cash dividend of 2.40 yuan per share, totaling approximately 95.67% of the net profit for the first half of 2025 [13][14] - The distribution will be based on the total share capital as of August 25, 2025, excluding shares held in the company's repurchase account [14] Governance Changes - The company intends to abolish the supervisory board and amend its articles of association, transferring the supervisory functions to the audit committee of the board [15][16] - The changes aim to enhance corporate governance and align with legal regulations [15][16]

Core Points - The company is holding its first extraordinary general meeting of shareholders in 2025 to discuss various proposals related to corporate governance and board elections [1][5][12] Group 1: Meeting Procedures - Shareholders and their proxies must arrive at the meeting venue half an hour before the start to complete registration and present necessary identification documents [2][4] - The meeting will follow a predetermined agenda, and shareholders have the right to speak, inquire, and vote [2][3] - Voting will be conducted through a combination of on-site and online methods, with results announced after counting [3][5] Group 2: Agenda Items - Proposal 1: Revision of the company's articles of association to enhance governance by abolishing the supervisory board and transferring its powers to the audit committee [6][8] - Proposal 2: Revision of the rules governing shareholder meetings to align with updated regulations [7][9] - Proposal 3: Revision of the rules governing board meetings to ensure compliance with legal standards [8][10] - Proposal 4: Revision of the director remuneration management system to improve governance [9][11] - Proposal 5: Revision of the related party transaction management system to protect investor rights [10][12] - Proposal 6: Revision of the external investment management system to mitigate investment risks [11][12] - Proposal 7: Revision of the external guarantee management system to ensure asset safety [11][12] - Proposal 8: Revision of the fundraising management system to enhance efficiency [12] - Proposal 9: Election of non-independent directors for the fourth board, with a total of 9 directors proposed [12][13] - Proposal 10: Election of independent directors for the fourth board, with 3 independent directors proposed [13][14]

General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [1][2] - The registered capital of the company is RMB 798,695,026 [2] - The company is a permanent joint-stock limited company [2] Business Objectives and Scope - The company's business objective is to be a high-tech, environmentally friendly fertilizer and chemical enterprise, focusing on research, production, and sales of chemical products [3][4] - The business scope includes the production and sales of various chemical products, including hydrogen peroxide, fertilizers, and industrial chemicals [4] Shares - The company's shares are issued in the form of stocks, with a par value of RMB 1 per share [6][18] - The total number of shares issued by the company is 798,695,026, all of which are ordinary shares [6] Shareholder Rights and Obligations - Shareholders have rights to dividends, attend meetings, supervise the company, and transfer their shares [11][34] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [15][40] Shareholder Meetings - The company holds annual shareholder meetings within six months after the end of the fiscal year [68] - Special meetings can be called under specific circumstances, such as when shareholders holding more than 10% of shares request it [69][70] Transactions and Disclosures - The company must disclose transactions that exceed certain thresholds, including asset sales and financial assistance [50][51] - Related party transactions must be disclosed if they exceed specified amounts, ensuring transparency [62][63]

Core Viewpoint - Liu Chemical Co., Ltd. is expanding its business scope, abolishing the supervisory board, and revising its articles of association to enhance corporate governance and operational efficiency [1][2][3]. Business Scope Expansion - The company plans to add "production and sales of food additive hydrogen peroxide" to its existing business scope to meet business development needs [1][2]. Abolishment of Supervisory Board - The supervisory board will be abolished to improve the corporate governance structure, with the audit committee of the board taking over the supervisory functions as per relevant laws and regulations [1][2][3]. Revision of Articles of Association - The articles of association will be revised to reflect the changes in business scope and the abolishment of the supervisory board, including the modification of terms related to "shareholders' meeting" and "supervisory board" [2][3]. Attachment and Documentation - The company will provide detailed comparison tables of the revisions to the articles of association and the rules for shareholders' and board meetings as attachments to the announcement [2][3].

Core Points - The company is holding its first extraordinary general meeting of shareholders in 2025 to ensure the rights of all shareholders and maintain order and efficiency during the meeting [1] - The meeting will include voting on the proposal to abolish the supervisory board and amend the company's articles of association [5][6] Meeting Procedures - Attendees must register 30 minutes before the meeting and present necessary identification [1] - The meeting will start with the announcement of the number of shareholders present and their voting rights [2] - Shareholders have the right to speak, inquire, and vote during the meeting, but must register in advance to speak [2][3] - Voting will be conducted through both on-site and online methods, with results announced at the end of the meeting [9] Proposed Amendments - The proposal includes abolishing the supervisory board, transferring its powers to the audit committee of the board of directors, and corresponding amendments to the company's articles of association [5][7] - Specific amendments to the articles of association include changes to the representation of the company and the responsibilities of the legal representative [7][10] Voting and Representation - The meeting will elect representatives for counting and monitoring votes [9] - Shareholders must express their opinions on the proposals as either in favor, against, or abstaining [3][4] - The company will not provide gifts or cover expenses for attending shareholders [4][5]

Group 1 - The company is holding its second extraordinary general meeting of shareholders for 2025 on September 15, 2025, at its administrative conference room [2][3] - The agenda includes proposals to adjust the 2024 employee stock ownership plan and to address the conditions for unlocking shares [8][9] - The company plans to modify the performance assessment criteria for the employee stock ownership plan to better align with regulatory requirements and company interests [8][9] Group 2 - The first proposal involves adjusting the conditions for unlocking shares in the 2024 employee stock ownership plan, with specific performance targets set for revenue growth [12][13] - The second proposal addresses the failure to meet the performance targets for the first unlocking period, resulting in the repurchase and cancellation of unvested shares totaling 1,737,250 shares [12][13] - The company will reduce its registered capital from 201,699,184 yuan to 199,961,934 yuan following the cancellation of these shares [15][16] Group 3 - The company intends to cancel the supervisory board and amend its articles of association to enhance governance and compliance with new regulations [13][15] - The amendments to the articles of association include changes to the legal representative's designation and the overall governance structure [16][19] - The company will ensure that all changes comply with the latest legal and regulatory requirements, maintaining the integrity of its operations [19][21]

Group 1 - The company is holding its fourth extraordinary general meeting of shareholders on September 12, 2025, in Beijing, with specific voting times outlined for both on-site and online participation [1][2] - The agenda includes the election of scrutineers, discussion of various proposals, and the announcement of resolutions from the meeting [4][5] - Shareholders are entitled to speak, inquire, and vote during the meeting, with specific procedures for registration and questioning established to maintain order [2][3] Group 2 - Proposals for the meeting include amendments to the company's articles of association, rules for shareholder meetings, and rules for board meetings, with significant changes such as the cancellation of the supervisory board [3][6][8] - The amendments aim to clarify the roles of the board of directors, including the introduction of an employee director and adjustments to shareholder proposal rights, reducing the required shareholding percentage from 3% to 1% [6][8][19] - The company is also revising its rules for board meetings to reflect the removal of the supervisory board and to detail the responsibilities of the audit and risk management committee [18][19]