证券代码：603677 证券简称：奇精机械 公告编号：2025-039 奇精机械股份有限公司 关于选举职工董事的公告 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。 奇精机械股份有限公司 董事会 2025 年 9 月 9 日 1 职工董事简历： 周陈先生，1972 年出生，中国国籍，无境外永久居留权，MBA。历任上海南 洋电机厂数控机床操作员，喜利得(中国)有限公司生产经理、喜利得(上海)有限 公司厂长、喜利得集团有限公司(列支敦士登)全球采购经理、喜利得(上海)有限 公司采购总监，易福门电子亚洲私人有限公司(新加坡)董事、总经理。2013 年 4 月起加入奇精机械股份有限公司，现任奇精机械股份有限公司董事、副总裁、工 业机械事业部总经理，兼任玺轩信息科技(上海)有限公司经理。 截至目前，周陈先生持有公司股份 105,000 股，与公司控股股东、实际控制 人、持有公司 5%以上股份的股东及其他董事和高级管理人员不存在关联关系； 未受过中国证监会及其他有关部门的处罚和上海证券交易所纪律处分，未涉嫌犯 罪被司法机关立案侦查或者涉嫌 ...

Group 1 - The core point of the article is that Qijing Machinery (SH 603677) held a temporary board meeting on September 5, 2025, to discuss the election of independent directors for its fifth board [1] - For the year 2024, Qijing Machinery's revenue composition is 97.36% from the electrical machinery and equipment manufacturing industry, while other businesses account for 2.64% [1] - As of the report date, Qijing Machinery has a market capitalization of 3.7 billion yuan [1] Group 2 - The article also highlights the challenges faced by Haidilao, noting that its sub-brands have a survival rate of less than 50% [1]

Core Points - The company held its 28th meeting of the 4th Board of Directors on September 5, 2025, where all directors unanimously agreed to waive the notice period for the meeting [1] - The meeting was legally valid, with all 9 directors present and voting [1] - The board approved the election of non-independent directors for the 5th Board of Directors, which will be submitted to the second extraordinary general meeting of shareholders in 2025 for cumulative voting [3][4] - The board also approved the election of independent directors for the 5th Board of Directors, with the same submission process as above [3][4] - Additionally, the board approved the convening of the second extraordinary general meeting of shareholders in 2025 [3][4]

Core Viewpoint - The legal opinion confirms that the convening and holding of the extraordinary general meeting of Qijing Machinery Co., Ltd. complies with relevant laws and regulations, including the Company Law and the Articles of Association [1][17]. Group 1: Meeting Procedures - The extraordinary general meeting was convened by the board of directors on August 21, 2025, with a notice published on the Shanghai Stock Exchange website and other designated media [2][3]. - The meeting took place on September 5, 2025, at 13:30 in Ningbo, Zhejiang Province, utilizing a combination of on-site and online voting methods [2][3]. - The voting times for online participation were specified, with the trading system and internet voting system of the Shanghai Stock Exchange facilitating the process [2][3]. Group 2: Qualifications of Participants - The board of directors was confirmed to have the authority to convene the meeting, and the qualifications of the attendees were verified [3][5]. - A total of 154 small shareholders participated, representing 14,773,055 shares, which accounted for 9.9297% of the total voting shares [4][5]. Group 3: Voting Procedures and Results - The voting process was conducted in accordance with the announced agenda, with no additional items presented for voting [5][7]. - The results of the voting showed overwhelming support for the proposals, with the majority of votes in favor exceeding two-thirds of the valid votes cast [7][10][15]. - Specific voting results included: - Proposal 1: 98,810,613 votes in favor (99.8836%) [7] - Proposal 2: 98,861,213 votes in favor (99.9348%) [7] - Proposal 3: 98,865,213 votes in favor (99.9389%) [8] - Proposal 4: 98,854,813 votes in favor (99.9283%) [10] - Proposal 5: 98,843,913 votes in favor (99.9173%) [11] Group 4: Conclusion - The legal opinion concludes that all aspects of the meeting, including convening, participant qualifications, voting procedures, and results, were conducted in compliance with applicable laws and regulations [17].

Meeting Information - The shareholders' meeting of Qijing Machinery Co., Ltd. is scheduled for September 23, 2025, at 14:30 [1] - The meeting will be held at the company's office building in Ninghai County, Zhejiang Province [1] - Voting will be conducted through a combination of on-site and online methods using the Shanghai Stock Exchange's voting system [1] Voting Procedures - Shareholders can vote via the Shanghai Stock Exchange's online voting system 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 [3] - Votes exceeding the number of shares owned will be considered invalid [4] Attendance and Registration - Shareholders registered by the close of trading on September 17, 2025, are eligible to attend the meeting [4] - Both natural and legal person shareholders must complete specific registration procedures to attend [4] Proxy Voting - Shareholders can appoint proxies to attend and vote on their behalf, with specific documentation required for both natural and legal person shareholders [4][6] Cumulative Voting System - The meeting will utilize a cumulative voting system for the election of directors and independent directors, allowing shareholders to allocate their votes as they see fit [7][8]

Meeting Details - The shareholders' meeting was held on September 5, 2025, at the company's office in Ningbo, Zhejiang Province [1] - The meeting was convened by the board of directors and chaired by Chairman Mei Xuhui, utilizing a combination of on-site and online voting methods [1] - The meeting's procedures and voting methods complied with the Company Law and the company's articles of association, ensuring its legality and validity [1] Voting Results - All proposed resolutions were approved with significant support from shareholders, with A-share votes showing high approval rates, such as 99.8836% for the first resolution [2] - The voting results for subsequent resolutions also reflected strong shareholder support, with approval rates consistently above 99.9% [2][3] - The total number of votes for the resolutions indicated a high level of engagement and consensus among shareholders [2][3] Legal Compliance - The meeting's convening and voting procedures were confirmed to be in accordance with legal regulations and the company's articles of association by the attending lawyers [3]

Core Viewpoint - The company is holding its second extraordinary general meeting of shareholders in 2025 to elect non-independent and independent directors for the fifth board of directors, as the term of the fourth board will expire on September 18, 2025 [1][11]. Group 1: Election of Non-Independent Directors - The controlling shareholder, Ningbo Industrial Investment Group Co., Ltd., has nominated four candidates for non-independent directors: Mei Xuhui, Wang Dongsheng, Li Hengsheng, and Miao Kai, while Ningbo Qijing Holdings Co., Ltd. has nominated Wang Weidong [2][6]. - The term for the elected non-independent directors will be three years from the date of approval by the shareholders' meeting [2]. - The nomination committee has confirmed that all candidates meet the qualifications as per relevant laws and regulations, and none have faced penalties or investigations in the last 36 months [2][5]. Group 2: Election of Independent Directors - The controlling shareholder has nominated Cao Yue as a candidate for independent director, while Ningbo Qijing Holdings Co., Ltd. has nominated two candidates: Dan Aidang and Pan Jun [11][12]. - The independent directors will also serve a term of three years from the date of approval by the shareholders' meeting [11]. - Similar to the non-independent candidates, the nomination committee has verified that the independent candidates meet all necessary qualifications and have not faced any legal issues in the past 36 months [12][15].

Core Viewpoint - The company has decided to abolish the supervisory board and transfer its responsibilities to the audit committee of the board of directors, along with a comprehensive revision of its articles of association to align with current laws and regulations [1][2][3]. Summary by Sections Abolishment of Supervisory Board - The company will no longer have a supervisory board, with its powers being transferred to the audit committee of the board of directors [2]. - The decision was made during the first extraordinary general meeting of shareholders in 2025, and the current supervisors will no longer hold their positions [2]. Revision of Articles of Association - The articles of association have been revised to comply with the latest regulations, including the abolishment of the supervisory board [2]. - Key changes include the definition of the legal representative of the company and the responsibilities of the board of directors [3][4]. - The revised articles now clarify the rights and obligations of shareholders, directors, and senior management, ensuring legal binding [4][5]. Company Operations and Responsibilities - The company’s assets are divided into equal shares, and shareholders are liable only to the extent of their subscribed shares [4][5]. - The company is responsible for its debts with all its assets, and the articles of association serve as a binding document for all parties involved [4][5]. Shareholder Rights and Obligations - Shareholders have the right to request information, attend meetings, and participate in decision-making processes [12][13]. - The articles outline the procedures for shareholders to exercise their rights, including the ability to sue the company or its directors under certain conditions [12][13]. Capital Increase and Share Issuance - The company can increase its capital through various methods, including public offerings and private placements, as per the revised articles [10][11]. - The issuance of shares must adhere to principles of fairness and equality among shareholders [10][11]. Governance and Legal Compliance - The company is required to comply with laws and regulations regarding the governance structure and the rights of shareholders [20][21]. - The articles stipulate that any abuse of shareholder rights that harms the company or other shareholders will result in liability [20][21].

Core Points - The nominee, Ningbo Qijing Holdings Co., Ltd., has proposed a candidate for the independent director position on the fifth board of Qijing Machinery Co., Ltd. and has confirmed the candidate's qualifications and independence [1][2] - The nominee has ensured that the candidate possesses the necessary knowledge of listed company operations and has over five years of relevant work experience in law, economics, accounting, finance, or management [1] - The candidate meets the legal and regulatory requirements for independent directors as outlined in various Chinese laws and regulations [1][2] - The nominee has verified that the candidate does not have any relationships that could affect their independence, including not being a major shareholder or having significant business dealings with the company [1][2] - The candidate has no adverse records, such as administrative penalties or criminal charges from the China Securities Regulatory Commission (CSRC) in the last 36 months [2] - The nominee guarantees the accuracy and completeness of the statements made regarding the candidate's qualifications [3]

Group 1 - The candidate, Dan Aidang, has been nominated as an independent director for Qijing Machinery Co., Ltd. and confirms his qualifications and independence [1][4] - The candidate possesses over 5 years of relevant work experience in law, economics, accounting, finance, or management, and has received training recognized by the stock exchange [1][4] - The candidate meets the legal and regulatory requirements for independent directors as outlined in various Chinese laws and regulations [1][4] Group 2 - The candidate declares that he does not have any relationships that would affect his independence, including not being an employee or major shareholder of the company or its affiliates [1][4] - The candidate has no adverse records, including administrative or criminal penalties from the China Securities Regulatory Commission (CSRC) in the last 36 months [2][3] - The candidate has not been disqualified from serving as an independent director due to previous attendance issues at board meetings [3][4] Group 3 - The candidate has confirmed that he will comply with all relevant laws, regulations, and rules set forth by the CSRC and the Shanghai Stock Exchange during his tenure [4] - The candidate commits to resign if he no longer meets the qualifications for an independent director [4]