登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：000531 证券简称：穗恒运A 公告编号：2025一049 广州恒运企业集团股份有限公司 2025年第二次临时股东会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有虚假记载、误导性陈述或重大遗 漏。 特别提示： 1.本次股东会未出现否决议案的情形。 2.本次股东会未涉及变更以往股东会已通过的决议。 一、会议召开及出席情况 （一）会议召开情况 1、召开日期和时间 现场会议召开时间：2025年11月18日（星期二）下午14：30； 网络投票时间：深圳证券交易所交易系统投票时间2025年11月18日9:15一9:25,9:30一11:30和13:00一 15:00；互联网投票系统开始投票的时间为2025年11月18日上午9:15，结束时间为2025年11月18日下午 15:00。 （3）参与表决的中小股东（代理人）80人，代表股份7,294,240股，占公司有表决权总股份0.7069%。 2、现场会议召开地点：广州市黄埔区科学大道251号本公司18楼会议室。 3、召开方式：采取现场投票与网络投票相结合的方式； 4、召集人：本公司董 ...

Group 1 - The company held its 33rd meeting of the 8th Board of Directors on September 10, 2025, via telecommunication voting, with all 8 directors present [2][4] - The board approved the proposal to change directors, nominating Mr. Zhou Fongang as a non-independent director candidate, pending shareholder approval [2][10] - The board also approved the proposal to convene the 7th extraordinary general meeting of shareholders in 2025 [4][18] Group 2 - Mr. Xiao Guanghui resigned as chairman and director of the company due to work relocation, effective immediately upon submission of his resignation [9][10] - The board expressed gratitude for Mr. Xiao's contributions during his tenure [10] - Mr. Zhou Fongang's qualifications for the board position comply with relevant regulations, and he has no conflicts of interest with major shareholders or other board members [10][14] Group 3 - The 7th extraordinary general meeting of shareholders is scheduled for September 26, 2025, with a registration date of September 19, 2025 [20][21] - The meeting will be conducted both in-person and via online voting, allowing shareholders to participate remotely [22][24] - Shareholders must register to attend the meeting, with specific procedures outlined for both corporate and individual shareholders [26][27]

Core Points - The company is holding its second extraordinary general meeting of shareholders on September 11, 2025, to discuss key proposals [1][2] - The meeting will address a mid-term profit distribution plan and a proposal for a change in the board of directors [2][6] Profit Distribution Plan - The company proposes a cash dividend of 0.33 RMB per share (including tax) to all shareholders, based on a total share capital of 570,084,039 shares as of June 30, 2025 [2][3] - The total cash dividend to be distributed amounts to 18,812,773.29 RMB (including tax), which represents 15.15% of the company's net profit attributable to shareholders for the first half of 2025 [2][3] Board of Directors Change - Due to work changes, a non-independent director, Mr. Wei Zhongqing, will resign from the board, and Ms. Lin Shiyu is nominated as his replacement [6][8] - The election of the new non-independent director will be conducted through a cumulative voting system during the shareholders' meeting [6]

Core Points - The company held its 18th meeting of the third board of directors on August 14, 2025, where it approved the nomination of Yu Xiang as a non-independent director candidate following the resignation of He Zongyan [1] - The board meeting was legally valid with all 8 attending directors voting in favor of the proposals, with no votes against or abstentions [2] - The company plans to adjust the remuneration scheme for the third board of directors, with specific provisions for both non-independent and independent directors [2] - A temporary shareholders' meeting is scheduled for September 1, 2025, to further discuss the proposals [3] Summary by Sections Board Meeting - The board meeting was convened urgently and legally, with all directors present and participating in the decision-making process [1] - Yu Xiang was nominated as a non-independent director candidate, ensuring compliance with relevant regulations [1] Voting Results - The voting results showed unanimous support for the proposals, with 8 votes in favor and no opposition [2] Remuneration Adjustment - The remuneration plan for directors includes specific guidelines for non-independent and independent directors, with independent directors receiving an annual allowance of 60,000 RMB before tax [2] Upcoming Shareholders' Meeting - The company announced a temporary shareholders' meeting to be held on September 1, 2025, to review the board's proposals [3]

Group 1 - The board of directors of China National Offshore Oil Corporation (CNOOC) held its sixth meeting of 2025 on May 12, 2025, via written resolution, with all 8 directors present, confirming the legality and validity of the meeting [2][4] - The board approved the proposal regarding changes in the composition of independent non-executive directors and board committees, which was reviewed and submitted by the nomination committee [3][4] - The board also approved the remuneration for independent non-executive director Qiu Zhizhong, who will serve as the chairman of the remuneration committee, and the remuneration for Chen Zeming, pending approval at the 2024 annual general meeting [6][7] Group 2 - The board recommended the re-election of Zhou Xinhai, Wang Dehua, Yan Hongtao, and Mu Xiuping as executive and non-executive directors at the 2024 annual general meeting, with all proposals receiving unanimous support [8][11][14][17] - The board approved a proposal to amend the company's articles of association and rules for general meetings, which will be submitted for approval at the 2024 annual general meeting [20][21] - The board also approved the proposal to convene the 2024 annual general meeting, with details to be announced later [23][24] Group 3 - The board announced the resignation of independent non-executive director Zhao Chongkang, effective at the end of the 2024 annual general meeting, and expressed gratitude for his contributions [30][31] - The board proposed the appointment of Chen Zeming as an independent non-executive director, subject to shareholder approval at the 2024 annual general meeting, with a proposed annual remuneration of HKD 950,000 [32][34] - Changes in the composition of board committees were also announced, with Qiu Zhizhong appointed as chairman of the remuneration committee and Li Shuxian as a member of the nomination committee [36] Group 4 - The board approved amendments to the company's articles of association and rules for general meetings to reflect recent regulatory changes and enhance electronic communication and voting [39][40]