证券代码：603011 证券简称：合锻智能 公告编号：2025-034 合肥合锻智能制造股份有限公司 2025年第二次临时股东大会决议公告 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 19 日 (二)股东大会召开的地点：公司会议室 (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： | 1、出席会议的股东和代理人人数 | 882 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 172,919,461 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | | | 份总数的比例（%） | 34.9745 | (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。 本次股东大会由公司董事会召集，董事长严建文先生主持。本次股东大会的 召集、召开和表决方式符合《公司法》等有关法律、行政法规、部门规章、规范 性文件和《公司章程》的规定 ...

二〇二五年八月十九日 合锻智能 2025 年第二次临时股东大会会议资料 合肥合锻智能制造股份有限公司 2025 年第二次临时股东大会 会 议 资 料 1 合锻智能 2025 年第二次临时股东大会会议资料 合肥合锻智能制造股份有限公司 2025 年第二次临时股东大会会议须知 为维护广大投资者的合法权益，确保本次股东大会顺利召开，根据《中华人民 共和国公司法》、《公司章程》及《股东大会议事规则》等有关规定，特制定本次 股东大会会议须知，望全体参会人员遵守执行： 一、股东大会召开过程中，参会股东及股东代表应当以维护全体股东的合法权 益、确保大会正常秩序和议事效率为原则，认真履行法定职责。 二、参会股东及股东代表依法享有发言权、质询权、表决权等各项权利。股东 及股东代表应认真履行法定义务，自觉遵守大会纪律，不得侵犯其他股东的权益， 以确保股东大会的正常秩序。 三、会议进行中只接受股东及股东代表的发言或提问，发言或提问应围绕本次 会议议题进行，简明扼要。建议每次发言时间不超过三分钟。 四、股东及股东代表要求发言时，不得打断会议报告人的报告或其他股东的发 言。大会进行表决时，股东及股东代表不再进行大会发言。违反上述规定者 ...

Core Insights - The report highlights the significant role of CFOs in listed companies, with the total compensation for CFOs in A-share companies reaching 4.27 billion yuan in 2024, averaging 814,800 yuan per year [1] - The average age of CFOs is approximately 47.95 years, with the majority aged between 40-49 years [3] - There is a notable disparity between CFO compensation and company performance, with several instances of high salaries despite poor financial results [7] Compensation Overview - The average salary for CFOs in the machinery and equipment-specialized equipment sector is about 655,600 yuan, with the highest salary being 3.20 million yuan and the lowest at 94,100 yuan [1] - The distribution of salaries shows that 49% of CFOs earn between 500,000 and 1 million yuan [1] Age and Education Distribution - The age distribution indicates that 45% of CFOs are between 40-49 years old, with the oldest being 65 years and the youngest at 33 years [3] - Educational qualifications reveal that there are 2 PhDs, 40 Master's degrees, 88 Bachelor's degrees, and 26 with lower qualifications, with corresponding average salaries of 2.11 million yuan, 741,100 yuan, 619,500 yuan, and 512,600 yuan respectively [5] Performance and Compliance Issues - There are discrepancies between CFO salaries and company performance, with examples of significant salary increases despite drastic declines in net profit [7] - A total of 14 CFOs received warnings or public notifications for compliance issues in 2024-2025 [7] - Specific cases include CFOs from companies like Sanyou Technology and Lingyun Light, who faced multiple warnings for various violations [8][9]

2024年1至12月份，合锻智能的营业收入构成为：专用设备制造业占比56.42%，通用设备制造业占比 41.48%，其他业务占比2.1%。 每经头条（nbdtoutiao）——"我们也深陷残酷价格战"！德资巨头中国区高管警告：智驾绝不能免费， 否则会给全行业带来灾难 每经AI快讯，合锻智能（SH 603011，最新价：15.44元）8月1日晚间发布公告称，公司第五届第十八次 董事会会议于2025年8月1日在公司会议室以现场结合通讯表决方式召开。会议审议了《关于公司取消监 事会的议案》等文件。 （记者 王瀚黎） ...

Group 1 - The company held the 17th meeting of the fifth supervisory board on August 1, 2025, where all five supervisors attended and approved the agenda [1][2][3] - The supervisory board decided to cancel the supervisory board and transfer its responsibilities to the audit committee of the board of directors, in accordance with relevant laws and regulations [2][59] - The decision requires approval from the company's second extraordinary general meeting of shareholders in 2025 [4][11] Group 2 - The company convened the 18th meeting of the fifth board of directors on August 1, 2025, with all nine directors present, including one participating via telecommunication [6][8] - The board approved multiple resolutions, including the cancellation of the supervisory board and amendments to the company's articles of association and various internal rules [9][12][15][18] - All resolutions passed with unanimous support and will also be submitted for approval at the upcoming extraordinary general meeting of shareholders [10][14][20] Group 3 - The second extraordinary general meeting of shareholders is scheduled for August 19, 2025, and will utilize both on-site and online voting methods [41][42] - The meeting will address the resolutions previously approved by the board and supervisory board, including the cancellation of the supervisory board and amendments to the company's governance documents [45][46] - Shareholders can participate in the meeting through various voting platforms, with specific guidelines provided for those holding multiple accounts [47][50]

Meeting Overview - The fifth meeting of the board of directors of Hefei Huoan Intelligent Manufacturing Co., Ltd. was held on August 1, 2025, with all 9 directors present, including one via telecommunication [1][2] - The meeting was chaired by Mr. Yan Jianwen and complied with relevant laws and regulations [1] Resolutions Passed - The board approved the proposal to cancel the supervisory board with a unanimous vote of 9 in favor [1][2] - The board approved the revision of the company's articles of association, also with a unanimous vote of 9 in favor [1][2] - The board approved the revision of the shareholder meeting rules with a unanimous vote of 9 in favor [1][2] - The board approved the revision of the board meeting rules with a unanimous vote of 9 in favor [1][2] - The board approved the establishment of a director resignation management system with a unanimous vote of 9 in favor [1][2] - The board approved the establishment of audit committee working rules with a unanimous vote of 9 in favor [1][2] - The board approved the revision of the remuneration and assessment committee working rules with a unanimous vote of 9 in favor [1][2] - The board approved the revision of the strategic committee working rules with a unanimous vote of 9 in favor [1][2] - The board approved the revision of the board secretary working rules with a unanimous vote of 9 in favor [1][2] - The board approved the revision of the general manager working rules with a unanimous vote of 9 in favor [1][2] - The board approved the revision of the related party transaction system with a unanimous vote of 9 in favor [1][2] - The board approved the revision of the independent director system with a unanimous vote of 9 in favor [1][2] - The board approved the revision of the external guarantee management system with a unanimous vote of 9 in favor [1][2] - The board approved the revision of the external investment management system with a unanimous vote of 9 in favor [1][2] - The board approved the revision of the information disclosure management system with a unanimous vote of 9 in favor [1][2] - The board approved the revision of the investor relations management measures with a unanimous vote of 9 in favor [1][2] - The board approved the proposal to hold the second extraordinary general meeting of shareholders in 2025 on August 19, 2025, with a unanimous vote of 9 in favor [1][2]

Group 1 - The company held the 17th meeting of the 5th Supervisory Board on August 1, 2025, with all 5 supervisors present, complying with relevant laws and regulations [1][2] - The Supervisory Board approved the proposal to abolish the Supervisory Board, transferring its powers to the Audit Committee of the Board of Directors, in accordance with the Company Law and other regulatory documents [1][2] - The voting results showed unanimous support for the proposal, with 5 votes in favor and no votes against or abstentions [2] Group 2 - The proposal to abolish the Supervisory Board will be submitted for review at the company's second extraordinary general meeting of shareholders in 2025 [2]

Meeting Information - The second extraordinary general meeting of shareholders for 2025 will be held on August 19, 2025, at 14:30 [1] - The meeting will take place in the company's conference room [1] - Shareholders can participate through both on-site voting and online voting via the Shanghai Stock Exchange's voting system [2] Voting Procedures - Online voting will be available from 9:15 to 15:00 on the day of the meeting [1][2] - Shareholders holding multiple accounts can aggregate their voting rights across all accounts for the same category of ordinary shares and preferred shares [3][4] - The first voting result will be considered valid if the same voting right is exercised multiple times [4] Attendance and Registration - Shareholders registered by the close of trading on August 13, 2025, are eligible to attend the meeting [4] - Registration for attendance will occur on August 18, 2025, from 9:00 to 11:00 and 13:00 to 16:00 [4] - Registration can be done in person or via mail, fax, or email for remote shareholders [4] Contact Information - The meeting contact persons are Wang Xiaofeng and Xu Qin, with provided contact details for inquiries [5]

Group 1 - The company has decided to abolish the supervisory board to enhance corporate governance and streamline operations, with the audit committee of the board taking over its responsibilities [2][3][4] - The proposed amendments to the company's articles of association include changing all references from "shareholders' meeting" to "shareholders' assembly" [3][4] - The company plans to revise various internal regulations, including those related to the board of directors, audit committee, and management systems [2][3] Group 2 - The company will no longer have a supervisory board, which is in accordance with the new Company Law and related regulations [2][3] - The amendments to the articles of association aim to align with current operational practices and legal requirements [3][4] - The company will ensure that all changes comply with the relevant laws and regulations, including the Securities Law and Company Law [4][5]

General Principles - The external guarantee management system of Hefei Huaneng Intelligent Manufacturing Co., Ltd. aims to standardize the management of external guarantees, strictly control debt risks, and protect the rights and interests of the company, shareholders, and other stakeholders [2][3] - External guarantees refer to the guarantees provided by the company for others, including guarantees for controlling subsidiaries, and can take various forms such as guarantees, mortgages, pledges, and atypical guarantees [2] Regulations on External Guarantees - External guarantees must comply with relevant laws and regulations, with a primary goal of controlling debt risks [3] - A multi-level review system is implemented for external guarantees, involving the finance department for initial review and daily management, and the general manager's office for compliance review and information disclosure [3][4] - Guarantees exceeding certain thresholds require board and shareholder approval, including guarantees over 10% of the latest audited net assets or 50% of total assets [4][5] Approval Process - The board must approve guarantees with over two-thirds of directors in attendance, and shareholders with interests in the guarantee must abstain from voting [4][5] - The company must disclose approved guarantees in designated publications, including details of the board or shareholder resolutions and total guarantee amounts [8][9] Application and Review Procedures - Guarantee applications must be submitted at least 15 working days in advance, including repayment plans and collateral proposals [12][13] - The finance department is responsible for verifying the credit status of the applicant and assessing risks before submitting a report to the board [10][11] Daily Management and Risk Control - Written contracts must be established for guarantees, and significant contracts should be reviewed by legal advisors [22][23] - The finance department is tasked with ongoing management and monitoring of the financial status of guaranteed parties, reporting any significant adverse changes [24][25] Legal Responsibilities - All directors must adhere to the management system and relevant laws, bearing joint liability for any losses from improper guarantees [27][28] - Any personnel failing to follow procedures or overstepping authority in signing guarantee contracts may face disciplinary actions [28][29] Implementation and Interpretation - The management system is subject to unified management principles and applies to guarantees by controlling subsidiaries [29][30] - The system becomes effective upon approval by the company's shareholders and is interpreted by the board [30][31]