2025 年第四次临时股东会 会 议 资 料 二〇二五年八月 花王生态工程股份有限公司 2025 年第四次临时股东会 会议须知 五、股东及股东代理人要求发言时，不得打断会议报告人的报告或其他股东 及股东代理人的发言，在股东会进行表决时，股东及股东代理人不得进行发言。 股东及股东代理人违反上述规定的，会议主持人有权予以拒绝或制止。 六、主持人可安排公司董事、高级管理人员回答股东所提问题，对于与议题 无关、所涉事项有待调查、可能泄露公司商业秘密及/或重要内部信息，损害公 司、股东共同利益的提问，主持人或其指定的有关人员有权拒绝回答。 为保障花王生态工程股份有限公司（以下简称"公司"、"本公司"、"上 市公司"或"花王股份"）全体股东的合法权益，维护股东会的正常秩序，保证 股东会的议事效率，确保本次股东会顺利召开，根据《中华人民共和国公司法》 （以下简称"《公司法》"）、《花王生态工程股份有限公司章程》（以下简称 "《公司章程》"）、《花王生态工程股份有限公司股东会议事规则》等有关规 定，特制定本须知。 一、股东会设秘书处，由公司董事会秘书负责会议的程序安排和会务工作。 二、为保证股东会的严肃性和正常秩序，切实维护 ...

Group 1: M&A Activity Overview - From July 14 to July 20, there were 77 M&A events involving listed companies, with 27 classified as significant M&A transactions[9] - Out of the total M&A events, 12 were completed, including 1 significant M&A transaction involving Baota Industrial[9] - There were 3 failed M&A attempts by listed companies, specifically by Lixing Co., Hongming Co., and Zhongji Health[15] Group 2: Policy Updates - On July 18, Tianjin's financial authorities released measures to support M&A, focusing on 12 key industrial chains and establishing a resource pool for quality M&A targets[7] - The Shanghai G60 Science and Technology Innovation Group held a summit on July 16 to discuss M&A and overseas expansion in the context of innovation and industry leadership[7] Group 3: Market Performance - During the week of July 14 to July 20, the restructuring index outperformed the Wind All A index by 0.27%[19] - Over a mid-term view, the restructuring index's rolling 20-day return shifted from negative to positive compared to the Wind All A index[19] Group 4: Control Changes - Two listed companies reported changes in actual control during this period, with Shenjian Co. and Hualan Group undergoing ownership transitions[17]

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法律责任。 重要内容提示： ●会议召开时间：2025 年 7 月 28 日（星期一）16:00-17:00 ● 会 议 网 址 ： 上 海 证 券 交 易 所 上 证 路 演 中 心 证券代码：603007 证券简称：*ST 花王 公告编号：2025-105 花王生态工程股份有限公司 （http://roadshow.sseinfo.com/） ●会议召开方式：上证路演中心网络互动 ●投资者可于 2025 年 7 月 21 日（星期一）至 2025 年 7 月 25 日（星期五） （securities@flowersking.com）进行提问。公司将在说明会上对投资者普遍关 注的问题进行回答。 花王生态工程股份有限公司（以下简称"公司"）于 2025 年 6 月 5 日召开 第五届董事会第五次会议，审议通过《关于本次交易构成重大资产重组的议案》 《关于公司重大资产购买方案的议案》等相关议案。公司重大资产重组事项具体 情 况 详 见 公 司 于 2025 年 6 月 6 日 、 7 月 17 ...

花王生态工程股份有限公司（以下简称"公司"）于 2025 年 6 月 5 日召开 第五届董事会第五次会议，审议通过《关于本次交易构成重大资产重组的议案》 《关于公司重大资产购买方案的议案》等相关议案。公司重大资产重组事项具体 情 况 详 见 公 司 于 2025 年 6 月 6 日 、 7 月 17 日 在 上 海 证 券 交 易 所 网 站 （www.sse.com.cn）分别披露的《花王生态工程股份有限公司重大资产购买报告 书（草案）》《花王生态工程股份有限公司重大资产购买报告书（草案）摘要》 《花王生态工程股份有限公司重大资产购买报告书（草案）（修订稿）》《花王 生态工程股份有限公司重大资产购买报告书（草案）摘要（修订稿）》等相关公 告。 为便于广大投资者更全面深入地了解公司拟购买资产事项的相关情况，公司 计划于 2025 年 7 月 28 日（星期一）16:00-17:00 召开投资者说明会，在信息披 露允许的范围内就本次购买资产事项与投资者进行互动交流和沟通。 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法律责任。 重要内容 ...

Group 1 - Yaxin Security plans to reduce its shareholding by up to 3%, totaling no more than 12 million shares, from August 8, 2025, to November 7, 2025 [1] - Shangwei Co. intends to issue up to 180 million shares to its controlling shareholder, raising no more than 1.144 billion yuan for digital upgrades and working capital [1][2] - Anker Innovations is exploring the possibility of overseas share issuance to enhance its global strategy and brand image, with no specific plan confirmed yet [3] Group 2 - AVIC Xi'an Aircraft Industry Group's chairman resigned due to work changes, effective immediately upon submission of the resignation [4] - Tianci Materials signed a procurement cooperation agreement to supply at least 550,000 tons of electrolyte products to Chuangneng New Energy from 2025 to 2030, enhancing market share and profitability [5][6] - Guangshentang's innovative drug GST-HG131 has been included in the list of breakthrough therapies, but this does not guarantee market approval or immediate financial impact [7][8] Group 3 - Chaozhuo Aerospace plans to reduce its shareholding by up to 3%, totaling no more than 896,000 shares, from August 7, 2025, to November 6, 2025 [9] - Taiji Group intends to repurchase shares worth between 80 million and 120 million yuan, with a maximum price of 28.03 yuan per share, to be used for cancellation [11][12] - Xibu Materials plans to invest 125 million yuan in a private placement by its subsidiary to raise 147 million yuan for working capital and loan repayment [13] Group 4 - Shantui Co. plans to issue H-shares and apply for listing on the Hong Kong Stock Exchange [14] - *ST Huawang intends to acquire 55.5% of Niwei Power for 666 million yuan, entering the new energy hybrid vehicle sector [15] - Tailin Bio's controlling shareholder plans to reduce its shareholding by up to 1.5%, totaling no more than 1.8195 million shares, for personal funding needs [17] Group 5 - Huicheng Vacuum plans to reduce its shareholding by up to 3%, totaling no more than 3 million shares, from August 7, 2025, to November 6, 2025 [18][19] - Kesi Co.'s actual controller plans to reduce its shareholding by up to 3%, totaling no more than 14.27 million shares, for personal funding needs [20][21] - Zhongchong Co.'s controlling shareholder plans to reduce its shareholding by up to 1.5%, totaling no more than 4.56 million shares, for funding needs [22][23] Group 6 - Shanhigh Environmental plans to raise no more than 718 million yuan through a private placement to supplement working capital and repay bank loans [24][25] - Zhongrong Electric plans to invest 114 million yuan in the construction of the Sinok New Energy Technology Park, expected to be completed by the end of 2027 [26] - Kaisen New Materials' shareholder plans to transfer 4.75% of its shares, totaling 20 million shares, for personal funding needs [27] Group 7 - Xinxin Standard's controlling shareholder plans to reduce its shareholding by up to 3%, totaling no more than 6.7792 million shares, for personal funding needs [28] - Chuhuan Technology plans to invest 9.99 million yuan in a partnership focused on high-end manufacturing, including semiconductors and new materials [29] - Shankai Intelligent's stock will resume trading after a share transfer agreement with Changjiang Aerospace, which will become the controlling shareholder [30]

Group 1 - Henan Province has introduced new policies to support listed companies in mergers and acquisitions, encouraging transformation and resource allocation towards sectors like artificial intelligence, low-altitude economy, biomedicine, new materials, and high-end equipment [1] - Postal Savings Bank announced plans to invest 10 billion yuan to establish a financial asset investment company, marking the establishment of financial asset investment companies by all six major state-owned banks [1] Group 2 - Nvidia CEO Jensen Huang highlighted 11 Chinese companies during his speech at the Chain Expo, praising China's supply chain as a miracle and predicting that factories will be driven by software and AI in the next decade [2] Group 3 - The State Council meeting emphasized strengthening domestic circulation as a strategic move for economic stability, focusing on boosting consumption and optimizing policies to release domestic demand potential [5] - The Minister of Commerce stressed the importance of high-level opening-up to enhance domestic circulation and improve international competitiveness [7] Group 4 - Beijing Yizhuang has launched the first local 6G industry funding support policy, offering up to 30 million yuan for companies undertaking significant 6G technology tasks [9] - National power load has reached a historical high of 1.506 billion kilowatts, marking a 0.55 billion kilowatt increase from last year [10] - China has successfully established the world's first international standard for supercapacitors used in power storage, receiving support from countries like Germany and Japan [10] Group 5 - Fengshen Co. plans to raise up to 1.1 billion yuan through a private placement to expand its production capacity for high-performance giant engineering tires [11] - Pinggao Electric has won a procurement project from the State Grid worth approximately 1.45 billion yuan, accounting for 11.69% of its 2024 revenue [13] - Tuo Xin Pharmaceutical intends to invest 10 million yuan in Jiangsu Jinsan Biotechnology, acquiring a 1.75% stake [15] - Tesla announced the upcoming launch of Model Y L, a luxury electric SUV, expected to be priced around 400,000 yuan [17] - BYD plans the largest-scale OTA update for its "Tian Shen Zhi Yan" intelligent driving system, covering multiple functionalities [19] Group 6 - Wuzhou Zhongda intends to acquire 100% equity of Huzhou South Taihu Technology for 1.457 billion yuan, aiming to enhance its market share in the cogeneration sector [21] - AUX Electric has submitted a listing application to the Hong Kong Stock Exchange, with a market share of 7.1% in 2024 [23] - ST Huawang plans to purchase 55.5% equity of Anhui Niwei Power Systems for a total of approximately 606 million yuan [25] - Shangwei Co. aims to raise up to 1.144 billion yuan through a private placement to enhance its digital transformation and marketing efforts [26] - Faraday Future announced it has secured 105 million USD in financing to accelerate the launch of its new FX Super One model [27] - Huayuan Holdings plans to repurchase shares worth 20 to 40 million yuan for employee stock ownership plans [28] - Pinming Technology expects a net profit of 28 to 34 million yuan for the first half of the year, representing a year-on-year growth of 231.79% to 302.89% [29]

Group 1 - The company held its fifth board meeting on July 16, 2025, with all seven directors participating in the vote [1][2] - The board approved the revision of several governance systems to enhance operational standards and governance structure, in compliance with relevant laws and regulations [1][2] - The revised systems include the "Management System for Preventing Fund Occupation by Controlling Shareholders, Actual Controllers, and Other Related Parties," which will be submitted for shareholder meeting approval [2] Group 2 - The board also approved the proposal to convene the fourth temporary shareholders' meeting of 2025, with unanimous support from all directors [2] - Detailed information regarding the upcoming shareholders' meeting was disclosed on the Shanghai Stock Exchange website [2]

Meeting Information - The shareholders' meeting of Flower King Ecological Engineering Co., Ltd. is scheduled for August 1, 2025, at 14:30 [1] - The meeting will be held at the conference room on the 15th floor of Rongjin Plaza, No. 88 Qiliang Road, Danyang City, Jiangsu Province [1] - Voting will be conducted through a combination of on-site and online methods using the Shanghai Stock Exchange's online voting system [1] Voting Procedures - Shareholders can vote via the Shanghai Stock Exchange's online voting system during specified trading hours on the day of the meeting [1][4] - Shareholders holding multiple accounts can aggregate their voting rights across all accounts for the same category of shares [5] - The first voting result will be considered valid if the same voting right is exercised multiple times [5] Agenda Items - The meeting will review several non-cumulative voting proposals, including the major asset purchase report and compliance with relevant regulations [3][4] - Proposals include affirmations regarding the independence of the evaluation agency and the fairness of transaction pricing [3][4] - The board of directors will seek authorization from the shareholders to handle all matters related to the transaction [4] Attendance and Registration - Only shareholders registered by the close of trading on July 25, 2025, are eligible to attend the meeting [6] - Registration requires valid identification and, if applicable, a power of attorney for representatives [6] - The meeting will last half a day, and attendees are responsible for their own accommodation and transportation costs [6]

Core Points - The document outlines the fundraising management measures of the company to ensure the effective use of raised funds and compliance with relevant laws and regulations [1][2][3] Group 1: General Provisions - The company aims to standardize the management of raised funds to improve their usage efficiency based on various legal frameworks [1] - The term "raised funds" refers to money obtained through stock issuance or other equity-like securities for specific purposes, excluding funds raised for equity incentive plans [1] - The company must establish internal control systems for the storage, management, usage, and supervision of raised funds [1][2] Group 2: Fund Storage - The company is required to open a special account for raised funds in a commercial bank, ensuring that these funds are not mixed with other funds [2][3] - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the bank within one month of the funds being received [3] Group 3: Fund Usage - The company must adhere to strict approval processes and risk control measures when using raised funds, ensuring they are used for the purposes stated in the prospectus [3][4] - Any significant changes affecting the normal use of raised funds must be reported to the stock exchange [4] - The company is prohibited from using raised funds for financial investments or providing funds to related parties for improper benefits [4][5] Group 4: Changes in Fund Usage - If a fundraising project faces significant changes or delays, the company must reassess its feasibility and disclose the situation [4][5] - Any changes in the use of raised funds require board approval and must be disclosed to shareholders [5][6] Group 5: Management and Supervision - The company must accurately disclose the actual usage of raised funds and conduct semi-annual reviews of fundraising projects [12][13] - The sponsor or independent financial advisor is responsible for ongoing supervision of the management and usage of raised funds [13][14]

Group 1 - The core transaction involves the acquisition of 55.50% equity in Anhui Niwei Automotive Power System Co., Ltd. by the company through cash payment, with a total transaction price of 601.37 million yuan for non-state-owned equity and 64.63 million yuan for state-owned equity [10][12][13] - The transaction is classified as a major asset restructuring, which does not constitute a reverse listing or related party transaction, as the transaction parties are not related to the company's controlling shareholder [12][13] - The target company specializes in the research, development, production, and sales of high-pressure fuel tank systems for new energy hybrid vehicles, which aligns with the company's strategy to enter the green low-carbon development sector [13][14] Group 2 - The transaction is expected to enhance the company's operational capabilities and improve its financial performance, with projected increases in total assets, operating income, and net profit post-transaction [14][15] - The company aims to leverage the acquisition to transition from traditional economic growth models to new productive assets, thereby enhancing its competitive strength in the market [13][14] - The controlling shareholder supports the transaction, believing it will benefit the company's sustainable operations and protect the interests of shareholders, particularly minority shareholders [15][16]