金融界消息 截至2025年8月19日收盘，济高发展（600807）报收于3.33元，上涨2.78%，换手率6.49%， 成交量51.11万手，成交金额1.71亿元。 来源：金融界 资金流向方面，今日主力资金净流入1014.38万元，占比成交额5.94%。其中，超大单净流入120.53万 元、占成交额0.71%，大单净流入893.85万元、占成交额5.23%，中单净流出流入446.83万元、占成交额 2.62%，小单净流出1461.21万元、占成交额8.56%。 通过天眼查大数据分析，济南高新发展股份有限公司共对外投资了24家企业，参与招投标项目327次， 知识产权方面有商标信息3条，此外企业还拥有行政许可5个。 济高发展最新一期业绩显示，截至2025一季报，公司营业总收入8769.30万元、同比增长57.81%，归属 净利润2640.39万元，同比减少48.99%，扣非净利润1157.35万元，同比增长36.15%，流动比率1.398、速 动比率0.921、资产负债率85.65%。 天眼查商业履历信息显示，济南高新发展股份有限公司，成立于1993年，位于济南市，是一家以从事公 共设施管理业为主的企业。企业注册 ...

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： ● 本次会议是否有否决议案：无 一、会议召开和出席情况 (一)股东大会召开的时间：2025年8月18日 (二)股东大会召开的地点：中国（山东）自由贸易试验区济南片区经十东路7000号汉峪金融商务中心 A4-4号楼1123会议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： ■ (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次会议由公司董事会召集，公司过半数董事推举董事孙英才先生主持本次会议，会议采用现场投票与 网络投票相结合的表决方式。会议的召开和表决方式均符合公司法、《上海证券交易所股票上市规则》 等法律、法规及公司章程的规定。 (一)非累积投票议案 1、议案名称：关于审议修订《公司章程》并取消监事会的议案 审议结果：通过 表决情况： ■ 2、议案名称：关于审议修订《股东会议事规则》的议案 审议结果：通过 (五)公司董事、监事和董事会秘书的出席情况 1、公司在任董事9人，出席8人，公司董事长王成东先生因工作原因 ...

关于济南高新发展股份有限公司 法律意见书 北京大成（济南）律师事务所 www.dentons.cn BEIJINGDENTONSLAWOFFICES,LLP(JINAN) 济南市历下区龙奥北路 8 号玉兰广场 4 号楼 7-8 层(250101) Tel：+86531-88878388Fax：+86531-88726767 北京大成（济南）律师事务所 关于济南高新发展股份有限公司 致：济南高新发展股份有限公司 根据《中华人民共和国证券法》（以下简称"《证券法》"）、《中华人民 共和国公司法》（以下简称"《公司法》"）和中国证券监督管理委员会《上市 公司股东会规则（2025 年修订）》（以下简称"《股东会规则》"）等法律、 法规和其他有关规范性文件的要求，北京大成（济南）律师事务所（以下简称"本 所"）接受济南高新发展股份有限公司（以下简称"公司"）的委托，指派律师 参加公司 2025 年第三次临时股东大会（以下简称"本次股东大会"）。 本所声明：本所律师仅对本次股东大会的召集程序、召开程序、出席会议人 员资格、召集人资格、表决程序及表决结果发表法律意见，并不对本次股东大会 所审议的议案、议案所涉及的数字及内容 ...

? 《北京大成（济南）律师事务所关于济南高新发展股份有限公司2025年第 三次临时股东大会的法律意见书》 ? 报备文件 特此公告。 济南高新发展股份有限公司董事会 证券代码：600807 证券简称：济高发展 公告编号：临 2025-049 济南高新发展股份有限公司 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： ? 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东大会召开的时间：2025 年 8 月 18 日 (二)股东大会召开的地点：中国（山东）自由贸易试验区济南片区经十东路 7000 号汉峪金融商务中心 A4-4 号楼 1123 会议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： 份总数的比例（%） 33.6011 (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次会议由公司董事会召集，公司过半数董事推举董事孙英才先生主持本次 会议，会议采用现场投票与网络投票相结合的表决方式。会议的召开和表决方式 均符合公司法、《上海证券交易所股票上市规则 ...

Core Viewpoint - The article outlines the selection system for accounting firms at Jinan High-tech Development Co., Ltd., aiming to standardize the hiring process, enhance audit quality, and protect shareholder interests [1][2]. Group 1: General Principles - The selection of accounting firms must comply with relevant laws and regulations, including the Company Law of the People's Republic of China and the Management Measures for the Selection of Accounting Firms by State-owned Enterprises and Listed Companies [1][2]. - The selection process requires approval from the Audit Committee, the Board of Directors, and the Shareholders' Meeting [2][3]. Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must be legally registered in China, possess a valid business license, and have the necessary qualifications for securities services [3][4]. - Firms must demonstrate independence, good social reputation, and a record of quality in their auditing practices [4][5]. Group 3: Selection Procedures and Requirements - The Audit Committee is responsible for the selection process, which includes drafting policies, evaluating proposals, and supervising the audit work [5][6]. - The selection methods include public bidding, invited bidding, and competitive negotiation to ensure fairness and transparency [6][7]. Group 4: Evaluation Criteria - Evaluation criteria for accounting firms include audit fees, qualifications, past performance, quality management, and resource allocation [7][8]. - Quality management must account for at least 40% of the evaluation score, while audit fees should not exceed 15% [8][9]. Group 5: Reappointment and Replacement Procedures - Accounting firms can be reappointed for a maximum of eight consecutive years, with evaluations conducted by the Audit Committee before reappointment [9][10]. - Circumstances requiring the replacement of an accounting firm include significant quality defects, delays in audit work, or loss of qualifications [10][11]. Group 6: Information Disclosure and Security - The company must disclose information about the accounting firm, including service duration and audit fees, in its annual report [11][12]. - The selection process must ensure the protection of sensitive information, with specific clauses in contracts regarding information security [12][13]. Group 7: Supervision and Penalties - The Audit Committee is tasked with supervising the selection process and ensuring compliance with laws and regulations [13][14]. - Serious violations during the selection process may lead to penalties for responsible individuals, including economic sanctions or disciplinary actions [14].

Core Points - The implementation rules for the cumulative voting system aim to standardize the corporate governance structure and the election of directors at Jinan High-tech Development Co., Ltd [1] - The cumulative voting system allows shareholders to allocate their voting rights either to a single candidate or distribute them among multiple candidates during the election of two or more directors [1][2] - Separate voting procedures are established for independent and non-independent directors, ensuring that the voting rights are calculated based on the number of directors to be elected [2][3] Summary by Sections - **Cumulative Voting Definition**: The cumulative voting system enables shareholders to concentrate their voting power on one candidate or distribute it among several candidates when electing directors [1] - **Voting Rights Calculation**: For non-independent directors, the voting rights are calculated as the total number of shares held multiplied by the number of non-independent directors to be elected. The same calculation applies for independent directors [2] - **Voting Distribution**: Shareholders can distribute their voting rights among candidates, but the total votes cast cannot exceed their actual voting rights. If exceeded, adjustments must be made [2][3] - **Ballot Design**: The design of the ballots should facilitate correct voting by shareholders, with clear instructions highlighted [3] - **Election Principles**: Directors are elected based on the number of votes received, with a requirement that each elected director must receive at least 50% of the votes cast for their respective category [3][4] - **Announcement of Results**: After voting, the counting personnel will tally the votes and announce the results, including the names of the elected directors [4] - **Authority and Interpretation**: The rules are established by the board of directors and require approval from the shareholders' meeting, with the board holding the interpretation rights [4]

Core Points - The document outlines the rules for the board of directors of Jinan High-tech Development Co., Ltd, aiming to standardize the decision-making process and enhance the board's operational efficiency [1][2][3] Group 1: Board Responsibilities - The board is accountable to the shareholders and has the authority to convene shareholder meetings, execute resolutions, and determine the company's operational plans and investment strategies [2][3] - The board is responsible for formulating profit distribution plans, managing capital changes, and overseeing major acquisitions or mergers [2][3] - The board must collectively exercise its statutory powers and cannot delegate these powers to others [3] Group 2: Meeting Procedures - The board must hold at least two regular meetings each year, one in each half [4] - Proposals for regular meetings should be prepared after consulting all directors, and the chairman will draft the agenda [4][5] - Emergency meetings can be called under specific circumstances, and proposals must be submitted in writing [5][6] Group 3: Voting and Decision-Making - A quorum requires more than half of the directors to be present for meetings to proceed [9] - Each director has one vote, and decisions are made based on majority approval unless otherwise specified by law or the company's articles [13][19] - Directors must abstain from voting on matters where they have a conflict of interest [22] Group 4: Documentation and Record-Keeping - Meeting minutes must accurately reflect the discussions and decisions made, including attendance and voting results [27][29] - The board secretary is responsible for maintaining all meeting records for a period of ten years [32][33]

General Principles - The management measures for external guarantees aim to standardize the external guarantee behavior of Jinan High-tech Development Co., Ltd., effectively control guarantee risks, protect investors' legal rights and the company's property safety, and strengthen guarantee management [1][2] - All external guarantees must be approved by the board of directors or the shareholders' meeting; without such approval, the company cannot provide guarantees [2][3] - External guarantees are to be managed uniformly by the company, and subsidiaries cannot provide guarantees without company approval [3][4] Approval Authority for External Guarantees - Certain external guarantee actions must be approved by the shareholders' meeting after being reviewed by the board of directors, including guarantees exceeding 50% of the latest audited net assets or 30% of total assets [4][6] - Guarantees for shareholders, actual controllers, and their related parties require special approval [6][7] - The company must disclose guarantees provided by its subsidiaries in a timely manner, following relevant regulations [4][5] Implementation of Guarantees - The company must conduct necessary investigations into the credit status of the guaranteed party before providing guarantees [7][8] - All external guarantees must be documented in a guarantee contract that complies with legal norms and clearly defines the terms [13][14] - The company must take necessary measures to monitor the financial status and creditworthiness of the guaranteed party after the guarantee is provided [34][35] Risk Management - The company must actively pursue repayment from the guaranteed party if they fail to meet their obligations [40][41] - If evidence shows that the guaranteed party is in serious financial distress, the company should propose terminating the guarantee agreement [36][37] - The company must disclose any violations of guarantee procedures and take corrective actions to minimize losses [43][44] Responsibilities of Personnel - Company directors must carefully manage and control the debt risks arising from external guarantees and may bear joint liability for any losses caused by improper guarantees [41][42] - Any personnel who violate laws or management measures and cause losses to the company will be held accountable and may face disciplinary actions [44][45] - The board of directors is responsible for interpreting these management measures, which take effect upon approval by the shareholders' meeting [46]

General Principles - The rules are established to regulate the behavior of Jinan High-tech Development Co., Ltd. and ensure shareholders can exercise their rights according to the Company Law and relevant regulations [2][3] - The company must hold shareholder meetings in strict accordance with laws, regulations, and the company’s articles of association [2][3] Types of Shareholder Meetings - Shareholder meetings are categorized into annual and temporary meetings, with annual meetings held within six months after the end of the previous fiscal year [2][3] - Temporary meetings must be convened within two months under specific circumstances, such as insufficient board members or significant losses [2][3] Legal Opinions and Procedures - Legal opinions must be obtained for the legality of the meeting's procedures, participant qualifications, and voting results [3][4] - The board of directors is responsible for convening meetings within the stipulated time frames [6][7] Proposals and Notifications - Proposals must fall within the scope of the shareholder meeting's authority and be clearly defined [13][14] - Shareholders holding more than 1% of shares can submit proposals ten days before the meeting [14][15] Voting and Decision-Making - Each share carries one vote, and shareholders can vote in person or by proxy [15][20] - The voting results must be announced immediately after the meeting, and decisions require a majority or two-thirds majority depending on the type of resolution [39][49] Meeting Conduct and Documentation - The meeting must be conducted in an orderly manner, with provisions for questioning and discussion [30][31] - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for at least ten years [51][52] Amendments and Compliance - The rules must be amended if they conflict with changes in laws or the company’s articles of association [30][31] - The board of directors is responsible for ensuring compliance with the rules and executing the resolutions passed during the meetings [66][67]

Core Points - The document outlines the management measures for related party transactions of Jinan High-tech Development Co., Ltd, aiming to standardize related transactions, enhance operational compliance, and protect the rights of shareholders [1][2][3] Group 1: General Principles - Related party transactions must adhere to principles of fair pricing, compliance with decision-making procedures, and proper information disclosure [2] - The company must ensure the legality, necessity, reasonableness, and fairness of related transactions, maintaining independence and avoiding the manipulation of financial indicators [2][3] - Disclosure of related parties and transactions in interim and annual reports must comply with the Shanghai Stock Exchange's regulations [4] Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have significant control or ownership over the company [5][6] - Legal entities that control the company directly or indirectly, or hold more than 5% of shares, are considered related parties [6][7] - Natural persons who hold more than 5% of shares, are directors or senior management, or have close family ties to such individuals are classified as related parties [7][8] Group 3: Transaction Management - Related transactions are defined as those that may lead to the transfer of resources or obligations between the company and its related parties [9] - Transactions must be documented with written agreements that specify pricing policies, and any significant changes in terms must undergo re-approval [12][13] - Fair pricing for related transactions should reference government pricing, market prices from independent third parties, or reasonable cost-plus pricing [14][15] Group 4: Disclosure and Approval Procedures - Transactions exceeding 300,000 yuan with related natural persons require approval from independent directors and must be disclosed [17] - Transactions over 3 million yuan with related legal entities, constituting more than 0.5% of the company's net assets, also require independent director approval and disclosure [18] - Major transactions exceeding 30 million yuan or 5% of net assets must be submitted for shareholder approval after board review [19][20] Group 5: Special Provisions - The company must provide guarantees for related parties only with appropriate approvals and must ensure that related parties provide counter-guarantees [9][10] - Transactions that do not involve payment or obligations, such as receiving cash gifts or debt relief, may be exempt from standard approval processes [33][34] - The company must re-evaluate and disclose agreements for related transactions that exceed three years in duration [30][31]