登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：688359 证券简称：三孚新科 公告编号：2025-048 广州三孚新材料科技股份有限公司 关于2025年第一次临时股东大会增加临时提案暨延期召开的公告 本公司董事会及全体董事保证公告内容不存在任何虚假记载、误导性陈述或者重大遗漏，并对其内容的 真实性、准确性和完整性依法承担法律责任。 一、股东大会有关情况 （一）原股东大会的类型和届次： 2025年第一次临时股东大会 ■ 二、增加临时提案暨延期召开事项涉及的具体内容和原因 （一）增加临时提案的具体情况和原因 1.提案人：上官文龙 2.提案程序说明 公司已于2025年10月23日公告了股东大会召开通知，单独持有27.67%股份的股东上官文龙先生在2025 年10月29日提出增加临时提案并书面提交股东大会召集人，提请公司董事会在2025年第一次临时股东大 会议程中增加审议《关于变更回购股份用途并注销暨减少注册资本并修订〈公司章程〉的议案》。股东 大会召集人按照《上海证券交易所科创板上市公司自律监管指引第1号一一规范运作》有关规定，现予 以公告。 3.临时提案的具体内容 ■ （二）股东大会延期召开原因 ...

Group 1 - The company held its fourth extraordinary general meeting of shareholders on September 16, 2025, with no resolutions being rejected [2] - The meeting was convened by the board of directors and chaired by the chairman, Mr. Ai Lihua, with all directors and supervisors present [3][4] - The meeting adopted several resolutions, including changes to the purpose of repurchased shares, cancellation of the supervisory board, and amendments to the company's articles of association [4][5][6] Group 2 - The company plans to change the use of 2,350,743 repurchased shares from "for implementing the equity incentive plan" to "for cancellation and reduction of registered capital" [14][15] - Following the cancellation, the total share capital is expected to decrease from 401,130,603 shares to 398,779,860 shares, and the registered capital will reduce from 401,130,603 yuan to 398,779,860 yuan [15] - The company will notify creditors regarding the reduction of registered capital, allowing them to claim their debts within specified timeframes [16][18] Group 3 - The company elected Ms. Xia Fengqin as the employee representative director of the sixth board of directors during the employee representative meeting held on September 16, 2025 [10][11] - Ms. Xia does not hold any shares in the company and meets all qualifications to serve as a director [11] - The company will proceed with the necessary legal and procedural steps following the resolutions passed during the meetings [8][9]

Summary of Key Points Core Viewpoint The company held its first extraordinary general meeting of shareholders in 2025, where several important resolutions were passed, including changes to share repurchase purposes and organizational structure adjustments. Group 1: Meeting Details - The extraordinary general meeting was held on September 15, 2025, combining on-site voting and online voting [2][4]. - A total of 45 shareholders and their proxies attended the meeting, representing 72,222,000 shares, which is 72.0479% of the total voting rights [5][6]. - The meeting was legally compliant with relevant laws and regulations [5][6]. Group 2: Resolutions Passed - The resolution regarding the change of share repurchase purpose and capital reduction was approved with 72,179,000 votes in favor, accounting for 99.9405% of the votes [6][8]. - The resolution to adjust the organizational structure and board seats received 72,202,000 votes in favor, representing 99.9723% [9][11]. - The amendment to the company’s articles of association was approved with 72,205,000 votes in favor, which is 99.9765% [12][14]. Group 3: Shareholder Voting Breakdown - Among minority shareholders, 66.1417% voted in favor of the share repurchase resolution [7]. - For the organizational structure adjustment, 84.2520% of minority shareholders supported the resolution [10]. - The amendment to the articles of association saw 86.6142% of minority shareholders voting in favor [13]. Group 4: Legal Opinions and Documentation - The meeting was witnessed by lawyers from Shanghai Haoxin Law Firm, who confirmed the legality and validity of the meeting and its resolutions [67]. - Relevant documents, including the resolutions and legal opinions, are available for review [68].

Group 1 - The company held its first extraordinary general meeting of shareholders on August 6, 2025, with all resolutions approved and no rejected proposals [2][4] - The meeting was attended by all seven current directors and the board secretary, with voting conducted both in-person and online [3][2] - The company approved two significant resolutions: increasing registered capital and changing the purpose of repurchased shares to cancellation and reduction of registered capital [4][5] Group 2 - The company decided to change the purpose of 1,230,216 repurchased shares from employee stock ownership plans to cancellation, resulting in a reduction of total shares from 101,043,920 to 99,813,704 [9][10] - Following the cancellation, the registered capital will decrease from RMB 10,104.3920 million to RMB 9,981.3704 million [10] - The company notified creditors of their rights to claim debts or request guarantees within specified timeframes following the share cancellation [12][13]