General Principles - The management system for the resignation of directors and senior management at Zhejiang Yuejian Intelligent Equipment Co., Ltd. aims to standardize the resignation process, ensuring stability in corporate governance and protecting the rights of the company and its shareholders [2] - This system applies to all directors (including independent directors) and senior management personnel regarding resignation, term expiration, and dismissal [2] Resignation Circumstances and Effectiveness - Directors and senior management can resign before their term expires by submitting a written resignation report, which becomes effective upon receipt by the company [3] - If a director's resignation results in the board falling below the legal minimum number, the resigning director must continue to fulfill their duties until a new director is appointed [3] - The company must complete the election of a new director within sixty days of the resignation to ensure compliance with legal and regulatory requirements [3] Transfer Procedures and Unresolved Matters - Resigning directors and senior management must transfer all relevant documents, seals, data assets, and unresolved matters to the board within three working days after their resignation becomes effective [4] - If the resigning personnel were involved in significant investments or financial decisions, an audit may be initiated to review their actions before departure [5] Obligations of Resigning Directors and Senior Management - Resigning directors and senior management must complete all transfer procedures and ensure that their departure does not disrupt company operations [6] - They are prohibited from using their former positions to interfere with the company's normal operations or harm the interests of the company and its shareholders [6] - Confidentiality obligations regarding company secrets remain in effect for three years after their term ends [6] Accountability Mechanism - The board will review any breaches of obligations by resigning directors and senior management and may pursue compensation for losses incurred [7] - Individuals can appeal the board's decisions regarding accountability within fifteen days of notification [7] Shareholding Management of Resigning Directors and Senior Management - Directors and senior management must be aware of regulations regarding insider trading and market manipulation before trading company stocks [8] - They are restricted from reducing their shareholdings within six months of resignation and must adhere to specific limits on share sales during their term and for six months post-term [8] Supplementary Provisions - Any matters not covered by this system will be governed by relevant national laws and regulations [9] - The board holds the authority to modify and interpret this system, which takes effect upon approval [9]

Meeting Overview - The shareholders' meeting of Zhejiang Yuejian Intelligent Equipment Co., Ltd. was held on September 1, 2025, at the company's conference room in Shaoxing, Zhejiang Province [1] - The meeting was conducted with a combination of on-site and online voting, complying with the Company Law and the company's articles of association [1] - The meeting was chaired by the company's chairman, Mr. Sun Jianhua [1] Voting Results - All proposed resolutions were approved with significant majority votes from A-shareholders, with approval rates ranging from 99.9459% to 99.9769% [1][2] - Specific voting results included: - 159,681,162 votes in favor (99.9459%) for the first resolution, with only 55,220 votes against [1] - 159,730,626 votes in favor (99.9769%) for the second resolution, with 34,556 votes against [1] - 159,713,698 votes in favor (99.9663%) for the third resolution, with 28,156 votes against [1] - 159,708,626 votes in favor (99.9631%) for the fourth resolution, with 53,996 votes against [1] Legal Compliance - The meeting's procedures, participant qualifications, and voting results were confirmed to be in accordance with relevant laws and regulations, ensuring the validity of the resolutions passed [4]

Board Meeting Overview - The third board meeting of Zhejiang Yuejian Intelligent Equipment Co., Ltd. was held on September 1, 2025, with all eight directors present, and the meeting complied with the Company Law and Articles of Association [1][2]. Election of Directors - The board approved the election of Sun Jianhua as the representative director to execute company affairs and serve as the legal representative until the end of the current board term [1][2]. Audit Committee Formation - The board elected Huang Suhua, Tu Shichao, and Sun Jianhua as members of the audit committee, with Huang Suhua serving as the chairperson. The committee composition meets legal requirements with a majority of independent directors [2][3]. Organizational Structure Adjustment - The board proposed adjustments to the organizational structure to enhance governance and operational efficiency, allowing the audit committee to exercise the powers of the supervisory board [2][3]. Management System Revisions - The board approved the addition of two new internal management systems and revisions to thirteen existing systems to align with the company's operational needs [3][5]. Director Profiles - Sun Jianhua, born in November 1972, has served as the company's chairman since October 2017, with a background in sales and management [5]. - Huang Suhua, born in October 1976, is an associate professor in accounting with a graduate degree and has been teaching since July 2004 [5]. - Tu Shichao, born in September 1971, holds a doctoral degree and is an associate professor in law, teaching since August 1993 [6].

Core Viewpoint - The legal opinion letter confirms that the procedures for convening and holding the 2025 first extraordinary general meeting of shareholders of Zhejiang Yuejian Intelligent Equipment Co., Ltd. comply with relevant laws and regulations, and the voting results are valid and legal [1][14]. Group 1: Meeting Procedures - The third board of directors approved the proposal to convene the 2025 first extraordinary general meeting of shareholders [4]. - The meeting notice included details such as the time, location, convenor, voting methods, and agenda, ensuring shareholders' rights to attend and vote [4][5]. - The meeting was held at the company's conference room and combined on-site and online voting, with specific voting times outlined [4][5]. Group 2: Participant Qualifications - Eligible participants included all shareholders registered with the China Securities Depository and Clearing Corporation Limited as of August 25, 2025, and their authorized agents [5]. - A total of 5 shareholders and their agents attended the meeting in person, representing 158,667,896 shares, or 61.7043% of the total voting shares [5][6]. Group 3: Voting Process and Results - The voting process involved both on-site and online methods, with results monitored and counted by designated representatives [8]. - The voting results showed overwhelming support for the proposals, with the majority of votes in favor, indicating strong shareholder approval [9][10][14]. - Specific voting results included: - Proposal 1: 159,681,162 shares in favor (99.9459%) [8] - Proposal 2: 159,730,626 shares in favor (99.9769%) [9] - Proposal 3: 159,706,526 shares in favor (99.9618%) [11] Group 4: Conclusion - The legal opinion concludes that all aspects of the meeting, including convening, participant qualifications, and voting procedures, comply with applicable laws and regulations, affirming the legality and validity of the voting results [14].

Core Points - Zhejiang Yuejian Intelligent Equipment Co., Ltd. held its first employee representative meeting of 2025 on September 1, 2025, where Mr. Sun Guohua was elected as a representative director of the third board of directors [1] - Mr. Sun Guohua meets the qualifications and conditions for director positions as per the Company Law and the Articles of Association [1] - Following this election, the board of directors will consist of 8 members, with the number of directors who are also senior management and employee representatives not exceeding half of the total number of directors [1] Summary of Related Sections - **Election Details**: Mr. Sun Guohua was elected during the employee representative meeting, and his term will last until the third board of directors' term ends [1] - **Board Composition**: The board will have 8 members post-election, ensuring compliance with regulations regarding the composition of directors [1] - **Mr. Sun Guohua's Background**: Mr. Sun Guohua, born in December 1972, has a college degree and has held various positions within the company, including roles in quality inspection and as a workshop director [1]

Group 1 - The company held the 11th meeting of the 3rd Board of Directors on September 1, 2025, where it approved a proposal to adjust the organizational structure [1] - The adjustment is based on the revised Articles of Association and aims to optimize the organizational structure to enhance operational efficiency [1][1] - The Board of Directors' Audit Committee will exercise the powers of the Supervisory Board as stipulated by the Company Law [1][1] Group 2 - The organizational structure adjustment is not expected to have a significant impact on the company's production and operational activities [1]

Core Points - The article outlines the information disclosure deferral and exemption management system of Zhejiang Yuejian Intelligent Equipment Co., Ltd, ensuring compliance with relevant laws and regulations [2][6] - The system is established based on the Securities Law of the People's Republic of China and the Shanghai Stock Exchange listing rules, aiming to protect the company's interests while fulfilling disclosure obligations [2][3] Summary by Sections General Principles - The company aims to standardize the deferral and exemption of information disclosure to comply with legal obligations [2] - The system applies to situations where information disclosure can be deferred or exempted under specific conditions set by the listing rules and other regulations [2][3] Scope of Deferred and Exempted Information - Information that is uncertain or classified as temporary business secrets can be deferred if timely disclosure may harm the company's interests or mislead investors [3] - Information that could lead to unfair competition or violate laws if disclosed can also be deferred or exempted [3][4] Internal Management - The company must carefully determine which information can be deferred or exempted and implement measures to prevent leaks [4] - A registration and confidentiality commitment form must be filled out by individuals with knowledge of the deferred information [4][5] Approval Process - Specific forms must be completed for deferral or exemption requests, requiring approval from the board secretary and the chairman [4][5] - If a request is not approved, the company must disclose the relevant information in accordance with regulatory requirements [5] Additional Provisions - The definition of "business secrets" and "state secrets" is provided, emphasizing the need for confidentiality and legal compliance [6] - The board of directors is responsible for interpreting and modifying the system, which takes effect upon approval [6]

General Provisions - The purpose of the work guidelines is to clarify the responsibilities of the General Manager of Zhejiang Yuejian Intelligent Equipment Co., Ltd. and ensure efficient, coordinated, and standardized exercise of powers [1] - The guidelines are binding on the General Manager, Deputy General Managers, Financial Officer, Board Secretary, and other senior management as stipulated in the company's articles of association [1] Appointment and Dismissal of the General Manager - The company has one General Manager who is responsible for daily production and operational management, appointed or dismissed by the Board of Directors [2] - The term of the General Manager is three years, and the successor's term will last until the previous term expires if the General Manager resigns or is dismissed before the term ends [2] Powers of the General Manager - The General Manager has the authority to manage production and operations, implement board resolutions, and report to the board [3] - The General Manager can approve transactions involving assets that do not exceed 10% of the company's audited total assets, net assets, or net profit from the previous fiscal year [4] General Manager's Office Meetings - The General Manager's Office Meeting is convened to address significant issues in production, operations, and management, ensuring informed decision-making [5] - The meeting can be called at the discretion of the General Manager or upon request by two or more directors [5] Reporting System of the General Manager - The General Manager is required to report regularly or as needed to the Board of Directors on various operational aspects, including annual plan implementation and major contracts [6] - Immediate written reports are required for significant events such as major lawsuits, losses, or substantial changes in business performance [6] Compensation and Rewards - The performance evaluation and compensation of the General Manager are organized by the Board's Compensation and Assessment Committee [7] - The General Manager is eligible for rewards for achieving annual profit targets but may face penalties for failing to meet operational goals [7]

Core Points - The article outlines the information disclosure management system of Zhejiang Yuejian Intelligent Equipment Co., Ltd, emphasizing the importance of timely, accurate, and complete disclosure of information that may significantly impact stock prices and investor decisions [1][2][3]. Group 1: Information Disclosure Principles - The company and related information disclosure obligors must fulfill their disclosure obligations in a timely manner, ensuring that the information is true, accurate, complete, and easy to understand [2][3]. - Information must be disclosed simultaneously to all investors, and no selective disclosure is allowed [2][3]. - Insider information must not be disclosed before it is legally required, and individuals with access to such information are prohibited from trading based on it [2][3]. Group 2: Disclosure Content - The company is required to disclose periodic reports, including annual, semi-annual, and quarterly reports, which must contain significant information affecting investor decisions [6][7]. - Annual reports must include basic company information, major financial data, stock and bond issuance details, and significant events during the reporting period [6][7]. - The company must disclose any risks that could significantly impact its core competitiveness and future development [7][8]. Group 3: Disclosure Procedures - The drafting, review, and publication of periodic reports involve several steps, including preparation by the finance director and review by the board of directors [14][15]. - For temporary announcements, the board office is responsible for drafting, and the board secretary oversees the review process [15][16]. - Major information must be reported within 24 hours to ensure timely disclosure [16][17]. Group 4: Responsibilities and Compliance - The board chairman is the primary responsible person for information disclosure, while the board secretary manages the disclosure affairs [40][41]. - The company must ensure that all relevant personnel are aware of their responsibilities regarding information disclosure and compliance with regulations [42][43]. - The audit committee is responsible for supervising the implementation of the information disclosure management system [51][52].

浙江越剑智能装备股份有限公司 防范控股股东、实际控制人及其关联方资金占用管理制度 浙江越剑智能装备股份有限公司 防范控股股东、实际控制人及其关联方资金占用 管理制度 （2025 年 9 月修订） 第一章 总则 第一条 为防止控股股东、实际控制人及其关联方（以下合称"占用方"） 占用浙江越剑智能装备股份有限公司（以下简称"公司"）资金行为，进一步维 护公司全体股东和债权人的合法权益，根据《中华人民共和国公司法》《上市公 司监管指引第 8 号——上市公司资金往来、对外担保的监管要求》等相关法律法 规及《浙江越剑智能装备股份有限公司章程》的规定，制订本制度。 第二条 本制度适用于公司及其控股子公司。 第三条 公司董事和高级管理人员对维护公司资金安全负有法定义务。 第四条 本制度所称资金占用包括但不限于：经营性资金占用和非经营性资 金占用。经营性资金占用是指占用方通过采购、销售等生产经营环节的关联交易 而产生的资金占用。非经营性资金占用是指公司合并范围内主体为占用方垫付的 工资、福利、保险、广告费用和其他支出；代占用方偿还债务而支付的资金；有 偿或无偿、直接或间接拆借给占用方的资金；为占用方承担担保责任而形成的债 权 ...