● 履行的审议程序：本次财务资助事项已经公司十届董事会第二十一次会议审议通过，本事项无需提交 股东会审议。 ● 特别风险提示：电工合金的其他股东未就本次财务资助事项提供同比例财务资助及担保，公司作为电 工合金的控股股东，能够对电工合金实施有效的业务、资金管理和风险控制，确保公司资金安全。本次 财务资助事项整体风险可控，借款利率公平合理，不存在损害公司及股东，特别是中小股东利益的情 形。 一、财务资助事项概述 （一）财务资助的基本情况 为满足公司控股子公司电工合金资金周转及日常经营需要，在不影响公司资金周转的前提下，公司拟使 用自有资金对电工合金提供总额不超过人民币3,500万元的财务资助，年利率为全国银行间同业拆借中 心最近一次公布的一年期贷款市场报价利率（LPR）减40个基点，资助期限为自协议签署之日起一年， 上述借款额度可以循环使用，电工合金可以基于实际业务需求分批提取借款，到期可续。 证券代码：600768 证券简称：宁波富邦 公告编号：2025-064 宁波富邦精业集团股份有限公司关于为控股子公司提供财务资助的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏，并对其 ...

Core Points - The company held its second extraordinary general meeting of shareholders in 2025, where key resolutions were passed, including the cancellation of the supervisory board and amendments to the articles of association [1][28]. Group 1: Meeting Notification and Attendance - The meeting was announced on October 28, 2025, through various financial media [2]. - The meeting took place on November 13, 2025, at 2:40 PM, with a total of 784 shareholders present, representing 395,319,352 shares, which is 22.1741% of the total shares [3][5]. Group 2: Voting Process - Voting was conducted through a combination of on-site and online methods, with specific time slots allocated for online voting [4]. - The voting results showed that 392,953,938 shares (99.4016%) supported the resolution to cancel the supervisory board [8]. Group 3: Resolutions Passed - The resolution to cancel the supervisory board was passed with significant support, with 392,953,938 shares in favor [8]. - Multiple governance-related resolutions were also approved, including amendments to the rules for shareholder meetings and board meetings, with approval rates exceeding 99% for most resolutions [10][11][20][24]. Group 4: Legal Opinions and Documentation - The meeting was witnessed by legal representatives from a law firm, confirming that the meeting's procedures complied with relevant laws and regulations [25]. - The company has made available documents related to the meeting and the legal opinions provided [26].

Core Points - The company has approved the reappointment of Beijing Dehao International Accounting Firm as the auditor for the fiscal year 2025, pending approval from the upcoming shareholders' meeting [3][30][41] - The company has made amendments to its governance structure, including the abolition of the Supervisory Board and changes to the Articles of Association, which will also require shareholder approval [24][25][26] Group 1: Audit Firm Appointment - The Board of Directors unanimously agreed to reappoint Beijing Dehao International Accounting Firm, which has extensive experience in auditing listed companies [3][30][41] - The audit fee for the current period is set at 530,000 yuan, with no change compared to the previous year [10][11][12] - The audit committee reviewed the qualifications and independence of the proposed audit firm, concluding that it meets the necessary requirements for conducting audits for listed companies [13][30][41] Group 2: Governance Changes - The company will no longer have a Supervisory Board, and the relevant changes to the Articles of Association have been proposed for shareholder approval [24][25] - The company has also revised the rules governing shareholder meetings and board meetings to align with the updated Articles of Association [26][28] - All proposed changes to governance structures are subject to special resolutions at the shareholders' meeting [24][25][26]

Group 1 - The company held its fifth meeting of the sixth board of directors on July 30, 2025, with all six directors present, and the meeting complied with legal and procedural requirements [2][3][15] - The board approved the revision of the 2025 A-share issuance plan to specific targets, adjusting the issuance price to 6.54 yuan per share, down from 6.59 yuan due to a recent dividend distribution [3][6][10] - The total number of shares to be issued is capped at 54 million, representing 26.87% of the company's total share capital prior to the issuance [8][10][12] Group 2 - The funds raised from this issuance, not exceeding 353.16 million yuan, will be used to replenish working capital and repay debts [10][61] - The board also approved several reports related to the issuance, including feasibility analysis and measures to mitigate the dilution of immediate returns for shareholders [16][20][22] - The company plans to enhance its governance structure and internal controls to ensure effective use of the raised funds and protect shareholder interests [29][62][64] Group 3 - The company will not hold a shareholder meeting immediately but will announce a date once preparations are complete [47][54] - The board's resolutions regarding governance structure revisions will take effect immediately, except for certain items that require shareholder approval [52][53][72] - The company has committed to measures to mitigate the dilution of immediate returns, including improving fund management and enhancing profit distribution policies [61][62][65]

Core Viewpoint - The company is undergoing a board restructuring, with nominations for both non-independent and independent directors for the sixth board, which will serve a three-year term starting from the approval date at the first extraordinary shareholders' meeting in 2025 [1][2][3]. Group 1: Board Restructuring - The fifth board's term will expire on May 15, 2025, prompting the nomination of candidates for the sixth board [1][2]. - Non-independent director candidates include Chen Xiao, Yan Xuewen, Wei Shaohua, Chen Linchi, and Fan Gaihuan, all of whom received unanimous approval from the board [2][3]. - Independent director candidates include Yang Ying, Wang Zongzheng, and Zhu Jun, also receiving unanimous approval [3][4]. Group 2: Compensation and Capital Changes - The proposed annual compensation for independent directors is set at RMB 80,000 (pre-tax), to be paid monthly [4]. - The company plans to change its registered capital from RMB 437,135,321 to RMB 437,282,217 due to the conversion of "Hongfeng Convertible Bonds" that began on September 21, 2022 [4][5]. Group 3: Governance Structure Adjustments - The company intends to adjust its governance structure by transferring the supervisory board's powers to the audit committee of the board, necessitating amendments to the company’s articles of association [5][6]. - The company will revise its governance rules, including the rules for shareholders' meetings and board meetings, in line with the new structure [6]. Group 4: Shareholders' Meeting - The company plans to convene the first extraordinary shareholders' meeting on May 26, 2025, to vote on the proposed changes and nominations [6][7].