永安行科技股份有限公司 2025 年第二次临时股东大会 会议文件 2025 年 7 月 16 日 二、参会股东依法享有发言权、质询权、表决权等各项权利。股东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、为保证本次大会的严肃性和正常秩序，切实维护股东的合法权益，务请出席大会的股 东及相关人员准时到达会场签到确认参会资格。 | 年第二次临时股东大会会议须知 3 2025 | | --- | | 2025 年第二次临时股东大会会议议程 4 | | 议案一：关于第五届董事会独立董事薪酬的议案 5 | | 议案二：关于增加经营范围暨修订《公司章程》的议案 6 | | 议案三：关于补选第五届董事会独立董事的议案 8 | 永安行科技股份有限公司 2025 年第二次临时股东大会会议文件 永安行科技股份有限公司 2025 年第二次临时股东大会会议须知 为维护全体股东的合法利益，确保本次股东大会能够依法行使职权，根据《中华人民共和 国公司法》《上市公司股东会规则》及本公司《章程》和《股东大会议事规则》的有关规定，特 制定本次股东大会会议须知，望全体参会人员严格遵守并执行： 一、股 ...

已履行的审议程序：公司于 2025 年 4 月 11 日召开第四届董事会第十七次会议、第四 届监事会第十三次会议，审议通过了《关于使用部分闲置募集资金和自有资金进行现金管理 的议案》，同意公司及子公司拟使用额度不超过 4 亿元的公开发行 A 股可转换公司债券闲置 募集资金和不超过 6 亿元的自有资金适时进行现金管理，投资期限为自公司董事会审议通过 之日起 12 个月内，资金可滚动使用。具体详见刊登在上海证券交易所网站（www.sse.com.cn） 以及公司指定披露的媒体上的《关于使用部分闲置募集资金和自有资金进行现金管理的公告 （2025-047）》。 特别风险提示：本次公司购买的理财产品为安全性高、流动性好的产品，投资风险可 控，但金融市场受宏观经济影响较大，不排除该项投资受到市场风险、信用风险、政策风险、 流动性风险、不可抗力风险等风险影响，提醒广大投资者注意投资风险。 证券代码：603776 证券简称：永安行 公告编号：2025-087 转债代码：113609 债券简称：永安转债 永安行科技股份有限公司 关于使用部分闲置募集资金进行现金管理到期赎回并 继续进行现金管理的公告 本公司董事会及全体董事保证 ...

证券代码：603776 证券简称：永安行 公告编号：2025-086 转债代码：113609 债券简称：永安转债 永安行科技股份有限公司 可转债转股结果暨股份变动公告 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。 重要内容提示： 一、可转债发行上市概况 （一）可转债发行情况 经中国证券监督管理委员会《关于核准永安行科技股份有限公司公开发行可转换公司债 券的批复》（证监许可[2020]2772 号）的核准，永安行科技股份有限公司（以下简称"公司"） 于 2020 年 11 月 24 日公开发行了 8,864,800 张可转换公司债券，每张面值 100 元，发行总额 88,648 万元，期限 6 年，票面利率第一年为 0.4%、第二年为 0.6%、第三年为 1.0%、第四年 为 1.5%、第五年为 2.0%、第六年为 3.0%。 （二）可转债上市情况 经上交所自律监管决定书[2020]411 号文同意，公司 88,648 万元可转换公司债券于 2020 年 12 月 23 日起在上海证券交易所挂牌交易，债券简称"永安转债" ...

General Information - The company is named Youon Technology Co., Ltd, registered in Changzhou, Jiangsu Province, with a registered capital of RMB 240.601181 million [3][4] - The company was established through the overall change of Changzhou Youan Public Bicycle System Co., Ltd and was approved by the China Securities Regulatory Commission for its initial public offering of 24 million shares on April 14, 2017, and listed on the Shanghai Stock Exchange on August 17, 2017 [2][3] Business Objectives and Scope - The company's business objective is to become a leading public bicycle system service provider in China through technological innovation and scientific management, ensuring satisfactory economic returns for shareholders [4] - The business scope includes the development, manufacturing, integration, installation, debugging, sales, and information technology services related to public bicycle systems, as well as various electronic devices and services [4][5] Share Issuance and Structure - The company issues shares in the form of stocks, with each share having a par value of RMB 1 [6][14] - The total number of shares issued by the company is 240.601181 million, with the capital structure consisting of ordinary shares [6][19] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, participate in shareholder meetings, supervise company operations, and transfer their shares according to the law [10][30] - Shareholders holding more than 5% of voting shares must report any pledge of their shares to the company [13] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the previous fiscal year [42] - Shareholder meetings require a quorum and must follow specific procedures for proposals, voting, and record-keeping [58][66] Voting and Resolutions - Resolutions can be classified as ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority of the voting rights present [75][76] - The company ensures that voting is conducted fairly, with provisions for online voting to facilitate shareholder participation [80][89]

Group 1 - The company held its fifth supervisory board meeting on June 30, 2025, with all three supervisors present, confirming the meeting's legality and effectiveness [1][2] - The supervisory board approved the proposal regarding the expected daily related transactions for 2025, stating that these transactions are within the normal business scope and necessary for the company's operations and sustainable development [1] - The board concluded that the transaction prices are fair and reasonable, and there is no harm to the company's or shareholders' interests, nor will it affect the company's independence [1]

Core Points - The company plans to expand its business scope to include various artificial intelligence services and products, such as AI application system integration, hardware sales, and software development [1][2] - The company will revise its articles of association to standardize the term "shareholders' meeting" to "shareholders' assembly" [1][2] - Other provisions in the articles of association will remain unchanged, and further meetings will be held to address capital changes due to convertible bond conversions [3][4] Business Scope Expansion - The new business scope will include internet sales (excluding licensed goods), AI industry application system integration services, AI hardware sales, general AI application systems, AI basic software development, and technical consulting for AI public service platforms [1][2] - The company will continue its existing operations in public bicycle systems, electric vehicles, and various technology services [2] Corporate Governance - The company will seek authorization from the shareholders' assembly to handle necessary business registration changes and articles of association filings [4]

Core Viewpoint - The nomination of Jiang Bing as an independent director candidate for the fifth board of Yong'anxing Technology Co., Ltd. has been made, with the nominee meeting all necessary qualifications and independence requirements [1][2][3]. Summary by Sections Nomination and Qualifications - Jiang Bing has been nominated as an independent director candidate and has agreed to the position, having a background that includes over five years of relevant work experience in law, economics, finance, or management [1][2]. - The nominee holds an independent director qualification certificate as per relevant regulations [1]. Compliance with Regulations - The nominee's qualifications comply with various laws and regulations, including the Company Law of the People's Republic of China and the Management Measures for Independent Directors of Listed Companies [1][2]. - The nominee is not involved in any relationships that could affect independence, such as being a major shareholder or having significant business dealings with the company [2][3]. Independence Criteria - The nominee does not fall under any disqualifying conditions, such as holding positions in related companies or having significant financial ties to the company [2][3]. - The nominee has no adverse records in the last 36 months, including no administrative or criminal penalties from the China Securities Regulatory Commission [3]. Additional Information - The nominee has not served as an independent director in more than three domestic listed companies and has not served in Yong'anxing Technology Co., Ltd. for more than six years [3]. - The nomination has been verified by the nomination committee of the board, confirming that there are no conflicts of interest [3][4].

Core Viewpoint - The company has announced its expected daily related transactions for 2025, which have been approved by the independent directors and will be submitted to the board for further review. The transactions are deemed reasonable and fair, ensuring no harm to the company's independence or interests of other shareholders [1][2][3]. Group 1: Daily Related Transactions - The independent directors held a special meeting to review and approve the expected daily related transactions for 2025, which will be submitted to the board for further consideration [1][2]. - The expected transaction amount with the related party, Shanghai Jun Chuan Supply Chain Technology Co., Ltd., is capped at 120 million yuan, representing a 40.41% increase compared to the previous year's actual transaction amount of 81.423 million yuan [2][5]. - The transactions are based on normal business needs and adhere to the principles of equality and mutual benefit, complying with relevant laws and regulations [3][6]. Group 2: Related Party Information - Shanghai Jun Chuan Supply Chain Technology Co., Ltd. is identified as a related party, with a registered capital of 200 million yuan and established on February 24, 2021. The company is wholly owned by Shanghai Hello Enterprise Development Co., Ltd. [2][5]. - The executive director of Shanghai Jun Chuan is Mr. Chen Xiaodong, who is also a director of the company, establishing a clear connection between the two entities [5][6]. Group 3: Financial Data and Performance - The total assets of Shanghai Jun Chuan as of the last audited period were 172,882.60 million yuan, with total liabilities of 153,493.12 million yuan, resulting in a net asset value of 19,389.48 million yuan [5]. - The company reported an operating income of 250,695.34 million yuan and a net profit of 29.61 million yuan for the last audited year [5].

Core Points - The company announced the election of Jiang Bing as an independent director to enhance its governance structure and ensure the board's proper functioning [1] - Jiang Bing will also serve on the nomination committee, audit committee, and remuneration and assessment committee, with her term starting from the date of the shareholders' meeting approval until the end of the fifth board's term [1] Summary by Sections Board of Directors - The company held its second meeting of the fifth board on June 30, 2025, where the proposal for the election of an independent director was approved [1] - Jiang Bing was nominated by the board's nomination committee and will be elected as an independent director upon shareholder approval [1] Independent Director Profile - Jiang Bing, born in December 1960, holds a master's degree and has extensive experience in intelligent information processing and IoT technology [1] - She has led over 60 provincial and enterprise-level projects and has received multiple awards for her academic contributions, including a national teaching award and several provincial teaching achievement awards [1] - Jiang Bing is currently a professor at Anhui Jiang University and serves as an independent director for the company [1][2]

第一章 总则 第一条 为维护永安行科技股份有限公司（以下简称"公司"或"本公司"）、股 东和债权人的合法权益，规范公司的组织和行为，根据《中华人民共和国公司法》（以 下简称"《公司法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）， 并参考《上市公司章程指引》（以下简称"《章程指引》"）、《上市公司治理准则》 （以下简称"《治理准则》"）、《上海证券交易所股票上市规则》（以下简称"《上 市规则》"）和其他有关规定，制订本章程。 永安行科技股份有限公司 章程 | . | . | 4 | | --- | --- | --- | | | | 4 | | 第一章 | 总则 | 1 | | --- | --- | --- | | 第二章 | 经营宗旨和范围 | 2 | | 第三章 | 股份 | 2 | | | 第一节股份发行 2 | | | 第二节 | 股份增减和回购 | 3 | | 第三节 | 股份转让 | 5 | | 第四章 | 股东和股东会 | 5 | | 第一节 | 股东 | 5 | | 第二节 | 股东会的一般规定 | 7 | | | 第三节股东会的召集 10 | | | | 第四节股东会的提案与通 ...