证券代码：300055 证券简称：万邦达 公告编号：2025-032 本公司及监事会全体成员保证公告内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 北京万邦达环保技术股份有限公司（以下简称"公司"）于 2025 年 7 月 10 日，以电子邮件的方式向全体监事发出召开第五届监事会第三十次会议的通知。 会议于 2025 年 7 月 14 日上午 10：00 在公司会议室以电话会议的方式召开，以 巡签方式表决。会议应出席监事 3 人，实际出席监事 3 人。会议由监事会主席赵 磊先生召集并主持。会议的召集和召开符合《中华人民共和国公司法》和《北京 万邦达环保技术股份有限公司章程》的有关规定。 经全体监事审议，表决形成如下决议： 一、审议通过了《关于修订 <公司章程> 的议案》 根据《公司法》《上市公司章程指引》等法律法规的相关规定，结合公司实 际情况，公司拟取消监事会，监事会的职权由董事会审计委员会行使，并对《公 司章程》进行修订。 监事会认为：本次监事会取消后其职权由董事会审计委员会行使，修订《公 司章程》符合《公司法》《上市公司章程指引》等法律、法规、规范性文件的最 新规定，有利于贯彻落实最新法律 ...

Meeting Details - The first extraordinary general meeting of shareholders for 2025 will be held on July 30, 2025, at 3:00 PM [1] - Network voting will also take place on July 30, 2025, with specific times for voting through the Shenzhen Stock Exchange trading system and internet voting system [1] Eligibility and Attendance - Shareholders registered by the close of trading on the equity registration date of July 25, 2025, are eligible to attend the meeting [2] - Shareholders can appoint agents to attend and vote on their behalf, and these agents do not need to be shareholders of the company [2] Agenda Items - The meeting will review several proposals, including the establishment of a "Compensation Management System for Directors and Senior Management" [2] - Voting will be conducted separately for small and medium investors, with results disclosed in a timely manner [2] Voting Procedures - Shareholders can vote either in person or via the internet, but must choose one method [1][2] - The voting rights of shareholders will be calculated based on the number of shares held, and specific procedures for cumulative voting will be followed [3][8] Registration Process - Legal representatives of corporate shareholders must provide specific documentation to register for the meeting [3] - Individual shareholders must present their identification and shareholder account card for registration [4] Network Voting Instructions - Shareholders can participate in network voting through the Shenzhen Stock Exchange trading system and internet voting system [5] - Detailed procedures for network voting are provided in the attachments [9][10]

Core Points - The management measures for external guarantees aim to protect investors' rights and ensure the financial safety of Beijing Wanbangda Environmental Technology Co., Ltd. [2][3] - The measures are established in accordance with relevant laws and regulations, including the Company Law and the Guarantee Law of the People's Republic of China [2][3][4] Group 1: General Principles - The management measures apply to the external guarantee behaviors of the company and its subsidiaries [2][3] - External guarantees must be uniformly managed, and no guarantees can be provided without the approval of the board of directors or shareholders [2][3][4] - External guarantees include various forms such as loan guarantees, letters of credit, and commercial bills [2][3] Group 2: Guarantee Conditions - The company can provide guarantees for independent legal entities that meet specific conditions, such as mutual guarantee units and units with important business relationships [5][6] - The board of directors must analyze the credit status of the debtor and the risks and benefits of the guarantee before approval [5][6][7] Group 3: Approval and Disclosure - Guarantees exceeding 10% of the company's latest audited net assets require board approval and must be submitted to the shareholders' meeting [8][9] - The company must disclose information regarding approved guarantees in accordance with the Securities Law and relevant regulations [9][10] Group 4: Risk Management - The financial department is responsible for reviewing guarantee applications and conducting credit analysis and risk assessments [11][12] - The company must track the financial status of the guaranteed party and take action if repayment obligations are not met [11][12][13] Group 5: Contractual Obligations - Guarantee contracts must be in writing and comply with legal standards, with clear terms regarding the guaranteed debt [14][15] - The company must maintain proper documentation and manage guarantee contracts according to internal regulations [15][16] Group 6: Penalties - Directors must exercise caution and control over the risks associated with external guarantees, and those who violate regulations may face legal consequences [17][18] - Responsibility for unauthorized guarantees that result in losses will be pursued against the responsible individuals [17][18]

General Principles - The implementation rules aim to strengthen the decision-making function of the board of directors, ensuring effective supervision of the management team and improving corporate governance structure [2] - The Audit Committee is a specialized working body established by the board of directors, responsible for communication, supervision, and verification of internal and external audits [2] Composition of the Committee - The Audit Committee consists of three directors who are not senior management, including two independent directors, with one being a professional accountant serving as the convener [3] - The committee members must possess the professional knowledge and experience necessary to effectively supervise and evaluate the company's internal and external audit work [3] Responsibilities and Authority - The main responsibilities of the Audit Committee include supervising and evaluating external audit work, reviewing financial information, and overseeing internal controls [5] - The committee is responsible for approving financial disclosures and hiring or dismissing external auditors, as well as evaluating the company's internal audit [5][6] Decision-Making Procedures - The Audit Committee must hold meetings at least quarterly, with decisions requiring a majority vote from members present [10][18] - The committee can invite other directors and senior management to attend meetings when necessary [20] Annual Reporting Procedures - The Audit Committee collaborates with the external auditor to determine the schedule for the annual financial report audit and reviews the financial statements before the auditor's engagement [26][27] - After the audit, the committee submits a summary report on the auditor's performance and recommendations for reappointment or replacement to the board [30][31] Confidentiality and Compliance - Committee members are required to maintain confidentiality regarding the company's annual report and must not disclose any information before its public release [15][16] - The implementation rules will take effect upon approval by the board of directors and will be revised in accordance with national laws and regulations [36][37]

Core Viewpoint - The company has established a system for accountability regarding significant errors in annual report disclosures to enhance the quality and transparency of information disclosure [1][2]. Summary by Sections Accountability System - The system aims to ensure the authenticity, accuracy, completeness, and timeliness of annual report disclosures, increasing accountability for those responsible [1]. - It applies to the board of directors, senior management, subsidiary heads, controlling shareholders, and other relevant personnel [1]. Definition of Accountability - Accountability refers to the pursuit and handling of individuals who fail to fulfill their responsibilities, leading to significant errors in annual report disclosures that cause economic losses or adverse social impacts [1][2]. Principles of Accountability - The system follows principles such as factual accuracy, objectivity, proportionality of fault and responsibility, and the equivalence of rights and responsibilities [1]. Reporting and Handling Errors - The company secretary is responsible for reporting significant errors in annual report disclosures to the board and proposing handling plans for board approval [1]. Circumstances for Accountability - Accountability is warranted in cases of violations of laws, regulations, internal controls, or failure to communicate effectively, resulting in significant errors or adverse impacts [1][2]. Rights of the Accused - Before any action is taken against responsible individuals, their statements must be heard to ensure their right to defend themselves [2]. Forms of Accountability - Possible forms of accountability include correction orders, public criticism, job reassignment, suspension, demotion, dismissal, fines, and compensation for losses [5]. Considerations in Accountability - When handling responsible individuals, the reasons for errors, consequences, and the individual's position within the company must be considered [3][5]. Implementation and Revision - The board of directors is responsible for interpreting and revising the accountability system, which takes effect upon board approval [5].

Core Points - The article outlines the internal accountability system of Beijing Wanbangda Environmental Technology Co., Ltd, aimed at enhancing corporate governance and management efficiency [1][2] - The accountability system is designed to hold directors and senior management responsible for their actions or inactions that negatively impact the company's development [1][4] Group 1: General Principles - The accountability system is established to improve corporate governance and ensure responsible management [1] - The system is based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][2] - The principles of the accountability system include equality before the system, the correlation between rights and responsibilities, and the principle of accountability and improvement [5][6] Group 2: Responsibilities and Structure - An Accountability Committee is established, chaired by the company's chairman, with members including independent directors and employee representatives [2] - Any department or individual can report to the Accountability Committee regarding the failure of accountable individuals to perform their duties [4] Group 3: Scope of Accountability - The accountability scope includes failure to attend meetings, not executing board resolutions, and not completing assigned tasks [5][6] - It also covers breaches of confidentiality, poor management leading to unfulfilled objectives, and violations of decision-making procedures [5][6] Group 4: Accountability Procedures - The procedures for accountability include investigations led by the Accountability Committee, with the requirement for the accountable individuals to provide explanations and corrective measures [7][8] - The system ensures the right to appeal for those being held accountable, allowing for a review of the accountability decisions [7][9] Group 5: Types of Accountability - Types of accountability measures include reprimands, demotions, and termination of employment, depending on the severity of the actions [8][9] - Economic penalties may also be imposed on senior management and subsidiary leaders for actions within the accountability scope [10]

Core Points - The document outlines the rules for the board of directors' meetings of Beijing Wanbangda Environmental Technology Co., Ltd, aiming to standardize the decision-making process and enhance the board's operational efficiency [2][3][4] Group 1: Meeting Structure - The board of directors is required to hold at least two regular meetings each year, one in each half [2] - The board can convene temporary meetings under specific circumstances, such as when proposed by shareholders holding more than 10% of voting rights [3][4] - The board meeting must have more than half of the directors present to be valid [11] Group 2: Proposal and Voting Procedures - Proposals for regular meetings must be prepared by the board office after consulting with directors and submitted to the chairman for drafting [2][3] - Voting is conducted by a show of hands or written ballot, with each director having one vote [17] - A proposal requires approval from more than half of the total number of directors to pass, unless otherwise specified by laws or the company's articles [19] Group 3: Meeting Notifications and Records - Notifications for regular and temporary meetings must be sent out 10 days and 5 days in advance, respectively [8][9] - Meeting records must include details such as the time, location, attendees, and voting results [26][27] - The board secretary is responsible for maintaining meeting archives for at least ten years [31]

Core Points - The document outlines the working system for independent director special meetings at Beijing Wanbangda Environmental Technology Co., Ltd, aiming to enhance corporate governance and protect the rights of all shareholders, especially minority shareholders [2][8] - The independent director special meetings are exclusively attended by independent directors to discuss relevant matters from the perspective of the company and minority shareholders [2][3] - The meetings can be convened at any time upon the proposal of more than half of the independent directors, with a written notice required three days prior to the meeting [3][4] Summary by Sections Meeting Procedures - Independent director special meetings must include details such as date, location, method of convening, agenda, participants, and notification date [3][4] - A majority of independent directors must elect one to convene and preside over the meeting; if the convener is unable to perform their duties, two or more independent directors can convene and elect a representative [4][5] Matters for Discussion - Certain matters must be discussed in the independent director special meetings and require the approval of more than half of the independent directors before being submitted to the board for review, including related party transactions and changes to commitments [4][5] - Independent directors can also propose the hiring of external agencies for auditing or consulting on specific company matters [5][6] Meeting Documentation - Meeting records must be created, reflecting the opinions of attendees, and must include details such as the date, location, attendees, and voting results [5][6] - Independent directors are required to report on the activities of the special meetings in their annual performance reports and present this information at the company's annual shareholder meeting [6][7] Support and Compliance - The company must facilitate the convening of independent director special meetings and provide necessary support and working conditions [8] - The document is subject to national laws and regulations, and any conflicts with future regulations will be resolved in favor of the latter [8][7]

Core Viewpoint - The company expects a net profit attributable to shareholders of approximately 967 million yuan for the first half of 2025, representing an increase of about 79.82 million yuan or approximately 9.00% compared to the same period last year [1] Financial Performance Summary - The net profit, excluding the impact of one-time gains from previous periods of about 130 million yuan, is expected to increase by approximately 210 million yuan, or about 27.71% year-on-year [1] - The expected net profit attributable to shareholders after deducting non-recurring gains is around 906 million yuan, which is an increase of about 34.34 million yuan or approximately 3.94% compared to the same period last year [1] - After excluding the one-time gains from the same period last year, the net profit is expected to increase by about 160 million yuan, or approximately 22.17% year-on-year [1]

Core Viewpoint - The company has developed a draft for the 2025 Employee Stock Ownership Plan (ESOP) in compliance with relevant laws and regulations, ensuring it aligns with the guidelines set forth by the regulatory authorities [1][2]. Summary by Sections Compliance with Regulations - The company confirms that there are no prohibitive circumstances under the relevant laws and regulations for implementing the ESOP [1]. - The content of the ESOP aligns with the guidelines and regulations stipulated in the relevant legal documents [1][2]. Governance and Procedures - The plan has been approved with the avoidance of conflicts of interest, as related directors and supervisors have recused themselves from voting, ensuring the process is legal and effective [1]. - There are no forced participation methods such as compulsory allocation for employees in this ESOP [1]. Eligibility and Financial Support - The designated participants of the ESOP meet the eligibility criteria outlined in the relevant guidelines, ensuring their qualifications are legitimate and valid [2]. - The company does not have any plans to provide loans, guarantees, or other financial assistance to the participants of the ESOP [2]. Benefits of the ESOP - The ESOP is expected to enhance the company's governance, improve the compensation and incentive mechanisms, and motivate employees, contributing to the long-term sustainable development of the company [2].