浙江天册律师事务所 关于 万控智造股份有限公司 2025 年第一次临时股东大会的 法律意见书 浙江省杭州市杭大路 1 号黄龙世纪广场 A 座 11 楼 310007 电话：0571-87901111 传真：0571-87901500 法律意见书 浙江天册律师事务所 关于万控智造股份有限公司 2025 年第一次临时股东大会的 法律意见书 编号：TCYJS2025H1203 号 致：万控智造股份有限公司 浙江天册律师事务所（以下简称"本所"）接受万控智造股份有限公司（以 下简称"万控智造"或"公司"）的委托，指派本所律师参加公司 2025 年第一次 临时股东大会，并根据《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《上市公司股东会规 则（以下简称"《股东会规则》"）等法律、法规和有关规范性文件，以及《万 控智造股份有限公司章程》（以下简称"《公司章程》"）的有关规定，出具本法律 意见书。 在本法律意见书中，本所律师仅对本次股东大会召集、召开程序、出席人员 的资格、召集人的资格、表决程序及表决结果的合法有效性发表意见，不对会议 所审议的议案内容和该等议案中 ...

证券代码：603070 证券简称：万控智造 公告编号：2025-040 万控智造股份有限公司 2025年第一次临时股东大会决议公告 络投票相结合的方式进行表决，会议的召集、召开和表决符合《公司法》《上市 公司股东会规则》以及《公司章程》的相关规定。 (五) 公司董事、监事和董事会秘书的出席情况 二、 议案审议情况 审议结果：通过 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 | 1、出席会议的股东和代理人人数 | 112 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 305,609,225 | | 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 | 76.2117 | | 份总数的比例（%） | | (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、董事长木晓东先生主持，以现场投票与网 (一) 股东大会召开的时间：2025 年 7 月 25 日 (二) 股 ...

证券代码：603070 证券简称：万控智造 公告编号：2025-041 万控智造股份有限公司 第三届董事会第一次会议决议公告 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个别及连带责任。 一、董事会会议召开情况 万控智造股份有限公司（以下简称"公司"）第三届董事会第一次会议于 2025 年 7 月 25 日以现场方式在公司会议室召开，并以现场投票方式进行表决。公司 已于 2025 年 7 月 18 日以电子邮件方式向全体董事发送了会议通知等文件。本次 会议应出席董事 7 名，实际出席董事 7 名。本次会议由公司董事木晓东先生召集 并主持，高级管理人员候选人列席了会议。会议的召集、召开符合《中华人民共 和国公司法》等有关法律、行政法规、部门规章、规范性文件及《公司章程》的 规定。 二、董事会会议审议情况 （一）审议通过《关于选举公司第三届董事会董事长暨代表公司执行公司事 务的董事的议案》 选举木晓东为公司第三届董事会董事长暨代表公司执行公司事务的董事，任 期三年，自本次董事会审议通过之日起至第三届董事会任期届满之日止。 表决结果：同意 ...

Summary of Key Points Core Viewpoint - The company, Wankong Intelligent Manufacturing Co., Ltd., has announced the progress of guarantees provided for its subsidiaries, indicating a total guarantee amount of 6,218.63 million yuan as of June 30, 2025, which is within the approved limit of 1.5 billion yuan [1][10]. Group 1: Guarantee Details - The company has provided guarantees to four subsidiaries: - Moku Electric Co., Ltd. with a guarantee amount of 2,041.62 million yuan and an actual balance of 2,540.03 million yuan [1][2]. - Lishui Wankong Technology Co., Ltd. with a guarantee amount of 550.84 million yuan and an actual balance of 662.01 million yuan [1][2]. - Wankong Technology (Chengdu) Co., Ltd. with a guarantee amount of 248.87 million yuan, fully utilized [1][2]. - Wankong (Tianjin) Electric Co., Ltd. with a guarantee amount of 2,545.58 million yuan and an actual balance of 2,767.72 million yuan [1][2]. Group 2: Financial Overview - As of June 30, 2025, the total external guarantee amount provided by the company and its subsidiaries is 6,218.63 million yuan, which accounts for 70.39% of the company's latest audited net assets [10]. - The company has no overdue guarantees, and the total external guarantee amount does not exceed 100% of the latest audited net assets [1][10]. Group 3: Subsidiary Information - Moku Electric Co., Ltd. is a wholly-owned subsidiary with a registered capital of 40 million yuan, established on September 25, 2010 [5][6]. - Lishui Wankong Technology Co., Ltd. is also a wholly-owned subsidiary with a registered capital of 21.2 million yuan, established on October 27, 2016 [6]. - Wankong Technology (Chengdu) Co., Ltd. has a registered capital of 31 million yuan, established on November 2, 2016 [6]. - Wankong (Tianjin) Electric Co., Ltd. has a registered capital of 143.1851 million yuan, established on December 5, 2016 [6]. Group 4: Board Approval and Risk Management - The company's board of directors approved the guarantee arrangements, emphasizing that the risks associated with these guarantees are manageable and do not jeopardize the interests of the company or its shareholders [10][11].

证券代码：603070 证券简称：万控智造 公告编号：2025-039 关于 2025 年第二季度提供担保的进展公告 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： 担保对象及基本情况 | 被担保人名称 | | | 默飓电气有限公司（以下简称"默飓电气"） | | --- | --- | --- | --- | | 本次担保金额 | 2,041.62 | 万元 | | | 实际为其提供的担保余额 | 2,540.03 | 万元 | | | 是否在前期预计额度内 | 是 | □否 | □不适用：_________ | | 本次担保是否有反担保 | □是 | 否 | □不适用：_________ | | 被担保人名称 | | | 丽水万控科技有限公司（以下简称"丽水万控"） | | 本次担保金额 | 550.84 | 万元 | | | 实际为其提供的担保余额 | 662.01 | 万元 | | | 是否在前期预计额度内 | 是 | □否 | □不适用：_________ | | 本次担保是否有反担保 担保对象 ...

Core Viewpoint - The company has revised its articles of association and related rules, eliminating the supervisory board and transferring its powers to the audit committee of the board of directors, in accordance with the updated Company Law of the People's Republic of China [1][2]. Summary by Sections General Provisions - The company aims to protect the legal rights of the company, shareholders, employees, and creditors, and to regulate its organization and behavior based on the Company Law [1][3]. Company Structure - The company is established as a joint-stock company in accordance with the Company Law and is registered with the Zhejiang Provincial Market Supervision Administration [3]. Legal Representative - The legal representative of the company will be a director elected by a majority of the board, and the company will bear civil liability for actions taken by the legal representative in the course of their duties [4]. Shareholder Responsibilities - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [4]. Share Issuance - The company will issue shares at a par value of 1 RMB per share, and all shares of the same class will have equal rights [5][6]. Shareholder Rights - Shareholders have rights to dividends, voting, and supervision of the company's operations, as well as the right to access company documents [14][15]. Shareholder Meetings - The company will hold shareholder meetings to decide on major issues such as profit distribution, capital changes, and amendments to the articles of association [28][29]. External Guarantees - Any external guarantees exceeding 50% of the latest audited net assets or 30% of the latest audited total assets must be approved by the shareholders' meeting [29][30].

Core Points - The company is established as a joint-stock limited company in accordance with the Company Law of the People's Republic of China and other relevant regulations [3][4] - The company was approved by the China Securities Regulatory Commission to issue 60 million shares of ordinary stock to the public on February 10, 2022, and was listed on the Shanghai Stock Exchange on March 10, 2022 [3][4] - The registered capital of the company is RMB 401 million [3][4] Company Structure - The company is represented by a board of directors, with the legal representative elected by a majority of the board [4] - The legal representative is responsible for civil activities conducted in the name of the company, and the company bears the legal consequences of these activities [4] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [4][5] Business Objectives and Scope - The company's business objective is customer-centric and market-oriented, aiming to create more value for society and greater benefits for shareholders [5][6] - The business scope includes research, manufacturing, installation, debugging, sales, and maintenance of intelligent grid electrical equipment, information sensing systems, and related components [6][7] Share Issuance and Structure - The company's shares are issued in the form of stocks, with all shares of the same category having equal rights [6][7] - The total number of shares is 401 million, all of which are ordinary shares [7][8] - The company cannot provide financial assistance for others to acquire its shares, except under specific conditions approved by the shareholders' meeting [7][8] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, participate in meetings, supervise the company's operations, and transfer their shares [13][14] - Shareholders must comply with laws and regulations, pay for their subscribed shares, and cannot withdraw their capital except as legally permitted [17][18] - Shareholders who abuse their rights causing losses to the company or other shareholders are liable for compensation [17][18] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [49][50] - Shareholder meetings can be conducted in person or via electronic communication, and all shareholders have the right to attend and vote [50][51] - The board of directors is responsible for convening shareholder meetings and must provide timely notifications [52][53] Voting and Resolutions - Resolutions at shareholder meetings can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [80][81] - Certain matters, such as capital changes and mergers, require special resolutions [82][83] - Related party shareholders must abstain from voting on matters that involve their interests [84]

Core Viewpoint - The company establishes a long-term mechanism to prevent the controlling shareholder, actual controller, and other related parties from occupying its funds, ensuring financial independence and compliance with relevant laws and regulations [1][2][3]. Group 1: General Principles - The system aims to prevent fund occupation by defining it as both operational and non-operational fund occupation [1][2]. - The company must maintain independence in assets, personnel, finance, organization, and business from the controlling shareholder and related parties [3]. Group 2: Preventive Measures - The company is required to prevent any direct or indirect fund occupation by the controlling shareholder and related parties through various means [4]. - Specific prohibitions include providing funds for salaries, welfare, or other expenses, and unauthorized loans to the controlling shareholder or related parties [4][5]. Group 3: Responsibilities of the Board and Management - The board of directors and senior management have a legal obligation to safeguard the company's funds and must diligently prevent fund occupation by related parties [6][10]. - A leadership group is established to supervise the prevention of fund occupation, comprising key executives and financial department personnel [6]. Group 4: Accountability and Penalties - Directors and senior management who assist or condone fund occupation will face disciplinary actions, including potential dismissal or legal consequences [10]. - The company will impose administrative and economic penalties on responsible individuals if non-operational fund occupation negatively impacts the company [10].

Core Viewpoint - The document outlines the implementation details for online voting at the shareholders' meeting of Wankong Intelligent Manufacturing Co., Ltd, aiming to standardize the process and protect investors' rights [1]. Group 1: General Provisions - The online voting system allows shareholders to exercise their voting rights through the Shanghai Stock Exchange's designated platforms [1]. - The company must provide a physical meeting venue while ensuring safe and convenient online voting options for shareholders [1][2]. - The company can engage a designated service provider to assist with online voting services [2]. Group 2: Notification and Preparation for Voting - The company is required to prepare and disclose a notice for the shareholders' meeting, including details about the voting methods and timelines [3]. - Any changes to the meeting schedule or voting proposals must be announced in a timely manner [3][4]. - The company must verify and confirm the accuracy of the voting information before the meeting [4][10]. Group 3: Voting Methods and Procedures - Shareholders can vote through the trading system or the internet voting platform, with specific timeframes for each method [5][6]. - Shareholders with multiple accounts can aggregate their voting rights across all accounts [6][7]. - The voting process must adhere to the rules regarding cumulative voting and the handling of conflicting proposals [6][7]. Group 4: Results Statistics and Inquiry - The company must announce the voting results at the end of the meeting, ensuring confidentiality of the voting process [8][9]. - Shareholders can check their voting results through the designated information company's website after the meeting [10]. - Special provisions are in place for disclosing voting results that affect minority investors [9][10]. Group 5: Supplementary Provisions - The document specifies that all references to "above" include the stated number, while "exceed" does not [10]. - Any unresolved matters will be governed by relevant laws and regulations [10]. - The board of directors is responsible for interpreting the provisions of this document [10].

Core Viewpoint - The document outlines the management system for related party transactions of Wan Control Intelligent Manufacturing Co., Ltd, emphasizing the need for fairness, legality, and transparency in transactions to protect the interests of the company, shareholders, and creditors, particularly minority investors [1][2]. Group 1: General Principles - The purpose of the related party transaction management system is to standardize decision-making processes and responsibilities, ensuring compliance with relevant laws and regulations [1]. - The company and its subsidiaries should minimize related party transactions and ensure their legality, necessity, reasonableness, and fairness [1][2]. Group 2: Responsibilities and Management - The Chairman of the Board is the primary responsible person for managing related party transactions, with other senior management also holding management responsibilities [2]. - The Audit Committee of the Board has the authority to inspect related party transactions independently or through the internal audit department [2]. Group 3: Definition of Related Parties - Related parties include both legal entities and natural persons that have a significant influence or control over the company [3][4]. - Specific criteria are established to identify related legal entities and natural persons, including those holding more than 5% of shares or serving as directors or senior management [3][4]. Group 4: Related Party Transactions - Related party transactions are defined as resource or obligation transfers between the company and its related parties, including various types of transactions such as asset purchases, financial assistance, and service provisions [10][11]. - The company must carefully assess whether a transaction constitutes a related party transaction and submit relevant information for approval before proceeding [5][11]. Group 5: Pricing Principles - Related party transactions should adhere to principles of honesty, equality, and fairness, with pricing based on national pricing, market prices, or negotiated agreements [12][13]. - The company must track market price and cost changes related to transactions and ensure that pricing does not deviate from independent third-party standards [12][13]. Group 6: Approval and Disclosure Procedures - Transactions exceeding specified monetary thresholds require Board approval and disclosure, with different thresholds for transactions with natural persons and legal entities [15][16]. - Related party transactions must be documented in written agreements that clearly outline terms, including pricing and payment methods [13][14]. Group 7: Responsibilities of the Board and Shareholders - Related directors must abstain from voting on related party transactions, ensuring that decisions are made by non-related directors [26][27]. - Shareholders with related interests must also disclose their relationships and abstain from voting on relevant matters [26][27]. Group 8: Monitoring and Compliance - The Audit Committee is responsible for overseeing the disclosure and compliance of related party transactions, ensuring that any irregularities are reported [30][31]. - The company must take protective measures if related parties are found to be misappropriating funds or assets [31]. Group 9: Information Disclosure - The company is required to disclose detailed information about related party transactions, including transaction parties, pricing policies, and the impact on the company's financial status [33][34]. - Disclosure must include the total amount of transactions with related parties during the year and any significant changes in agreements [34].