登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：603955 证券简称：大千生态 公告编号：2025-058 大千生态环境集团股份有限公司 第五届董事会第十九次会议决议公告 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，并对其内容 的真实性、准确性和完整性承担个别及连带责任。 一、董事会会议召开情况 大千生态环境集团股份有限公司（以下简称"公司"）第五届董事会第十九次会议通知于2025年9月7日以 书面传真、电子邮件、电话等方式通知全体董事、监事、高级管理人员，会议于2025年9月12日在公司 会议室以现场和通讯相结合的方式召开。会议由董事长张源先生主持，应出席董事9名，实际出席董事9 名，其中以通讯方式出席董事8名。公司监事及高级管理人员列席了会议。本次会议的召集、召开程序 符合《公司法》和《公司章程》的有关规定，所作决议合法有效。 二、董事会会议审议情况 1、审议通过《关于取消监事会、增加经营范围并修订〈公司章程〉的议案》 根据《公司法》《上市公司章程指引》《上海证券交易所股票上市规则》等相关法律法规、规范性文件 的规定，公司拟不再设置监事会，监事会的职权由董 ...

Group 1 - The core viewpoint of the announcement is the approval of the revised shareholder return plan for the years 2024-2026, which aligns with new laws and regulations without harming the interests of the company and its shareholders [1][2] - The meeting was held on August 14, 2025, with all three supervisors present, and the procedures followed legal requirements [1] - The proposal to conclude fundraising projects and permanently supplement surplus funds into working capital was also approved, enhancing the efficiency of fund usage [2][3] Group 2 - The voting results for both proposals were unanimous, with 3 votes in favor and no opposition or abstentions [2] - Both proposals will be submitted for review at the company's second extraordinary general meeting of shareholders in 2025 [2][3] - The detailed content of the revised shareholder return plan will be available on the specified information platforms [2]

Board Meeting Overview - The third meeting of the third board of directors of the company was held on August 11, 2025, with all 7 directors present, including 3 independent directors [1] - The meeting was chaired by the company's chairman, Mr. Qu Lei, and complied with relevant laws and regulations [1] Resolutions Passed Capital and Corporate Structure Changes - The board approved a proposal to change the registered capital, registered address, and business scope, as well as to amend the company's articles of association due to the planned repurchase and cancellation of certain restricted stocks [1] - The new registered address will be changed to "17th Floor, No. 25, Tai Ran Cang Song Building, Tianan Community, Sha Tou Street, Futian District, Shenzhen" [1] Governance Structure Revisions - The board approved the revision and establishment of corporate governance systems to align with the new Company Law and improve internal governance [2][4] - All governance proposals received unanimous support with 7 votes in favor [2] Shareholder Return Plan - The board approved revisions to the "Future Three-Year (2024-2026) Shareholder Return Plan" to ensure compliance with legal requirements and alignment with the amended articles of association [4] Fund Utilization - The board approved the conclusion of fundraising projects related to the "AI-based Smart Port System Development and Industrialization Project" and the allocation of surplus funds amounting to approximately RMB 288.74 million for working capital [4][5] Board Elections - The board proposed the election of non-independent directors for the fourth board, nominating Mr. Qu Lei, Mr. Jiang Bing, and Mr. Miao Yingliang, with a term of three years [5][6] - Independent director candidates nominated include Ms. Cao Wei, Ms. Zhang Xuelian, and Mr. Huang Xin, also for a three-year term [6][7] Upcoming Shareholder Meeting - The board approved the convening of the second extraordinary general meeting of shareholders on September 1, 2025 [7][8]