浙江天正电气股份有限公司 2025 年第一次临时股东大会会议资料 浙江天正电气股份有限公司 2025 年第一次临时股东大会 会议资料 （股票代码：605066） 2025 年 9 月 浙江天正电气股份有限公司 2025 年第一次临时股东大会会议资料 目 录 | 2025 | 年第一次临时股东大会须知 1 | | | --- | --- | --- | | 2025 | 年第一次临时股东大会议程 2 | | | 议案 | 1：关于续聘 2025 年度会计师事务所的议案 | 4 | | 议案 | 2：关于取消监事会、变更注册资本及修订《公司章程》的议案 | 5 | | 议案 | 3：关于修订《股东会议事规则》的议案 | 45 | | 议案 | 4：关于修订《董事会议事规则》的议案 | 59 | | 议案 | 5：关于修订《独立董事工作制度》的议案 | 60 | | 议案 | 6：关于修订《对外担保管理制度》的议案 | 61 | | 议案 | 7：关于修订《关联交易公允决策制度》的议案 | 62 | | 议案 | 8：关于修订《对外投资管理制度》的议案 | 63 | | 议案 | 9：关于修订《募集资金管理制度》的 ...

若广大投资者对本次服务有任何意见或建议，可通过邮件、投资者热线等方 式向公司反馈，感谢广大投资者对公司的关注与支持。 证券代码：605066 证券简称：天正电气 公告编号：2025-034 特此公告。 浙江天正电气股份有限公司董事会 浙江天正电气股份有限公司 关于股东大会开设网络投票提示服务的公告 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。 浙江天正电气股份有限公司（以下简称"公司"）于 2025 年 8 月 29 日披露 了关于召开 2025 年第一次临时股东大会的通知，公司拟于 2025 年 9 月 18 日 14:30 召开公司 2025 年第一次临时股东大会，本次会议采用现场投票和网络投票相结合 的表决方式。具体详见公司在上海证券交易所网站（www.sse.com.cn）披露的《关 于召开 2025 年第一次临时股东大会的通知》（公告编号：2025-032）。 为更好地服务广大中小投资者，确保有投票意愿的中小投资者能够及时参会、 便利投票，公司拟使用上证所信息网络有限公司（以下简称"上证信息"）提供 的股东大会提醒 ...

Group 1 - The actual controller and chairman of the company, Gao Tianle, along with his family members, plan to reduce their holdings in the company, potentially cashing out approximately 91.83 million yuan [1] - Gao Tianle intends to reduce up to 8.073 million shares, representing no more than 1.6% of the total share capital, while his family members plan to reduce 3.0285 million shares and 825,000 shares, representing 0.6% and 0.16% respectively [1] - As of the announcement, Gao Tianle and his family hold a combined 42.78% of the company's shares, and this reduction plan does not change their actual control over the company [1] Group 2 - The company's financial performance has shown volatility in recent years, with total revenue for 2021 to 2024 being 2.922 billion yuan, 2.437 billion yuan, 2.879 billion yuan, and 2.919 billion yuan, with year-on-year growth rates of 18.14%, -16.60%, 18.14%, and 1.38% respectively [2] - The net profit attributable to the parent company for the same period was 109 million yuan, 44.44 million yuan, 162 million yuan, and 121 million yuan, with year-on-year changes of -55.86%, -58.58%, 258.34%, and -24.94% respectively [2] - In the first half of 2025, the company reported a revenue of 1.455 billion yuan, a decrease of 4.96%, while the net profit attributable to the parent company increased by 10.24% to 81.89 million yuan [2] - The company attributes its performance fluctuations to the impact of the real estate sector and local fiscal constraints, despite growth in sectors like new energy and communications, with a notable 180% increase in the charging and swapping industry [2]

Market Overview - The electric grid equipment sector experienced a decline of 0.65% on the previous trading day, with Yintu Network leading the drop [1] - The Shanghai Composite Index closed at 3812.22, up 0.13%, while the Shenzhen Component Index closed at 12557.68, up 0.38% [1] Stock Performance - Notable gainers in the electric grid equipment sector included: - Zhongchen Co., Ltd. (300933) with a closing price of 8.60, up 3.12% and a trading volume of 238,100 shares [1] - Meishuo Technology (301295) closed at 32.86, up 2.53% with a trading volume of 45,900 shares [1] - Guancheng New Materials (600067) closed at 3.03, up 2.36% with a trading volume of 300,800 shares [1] - Conversely, significant decliners included: - Gutu Network (835508) with a closing price of 30.75, down 6.56% and a trading volume of 29,400 shares [2] - Jinlongyu (002882) closed at 34.37, down 5.53% with a trading volume of 319,100 shares [2] Capital Flow - The electric grid equipment sector saw a net outflow of 1.31 billion yuan from institutional investors, while retail investors contributed a net inflow of 1.103 billion yuan [2][3] - Key stocks with significant capital flow included: - Siyuan Electric (002028) with a net inflow of 28.02 million yuan from institutional investors [3] - Congsheng Co., Ltd. (301002) with a net inflow of 22.31 million yuan from institutional investors [3] - Zhongchen Co., Ltd. (300933) experienced a net outflow of 6.26 million yuan from retail investors [3]

Core Viewpoint - Tianzheng Electric (605066.SH) experienced a decline of 3.9% to 7.64 yuan during trading, following the announcement of significant share reductions by its actual controller and chairman, Gao Tianle [1] Share Reduction Details - Gao Tianle plans to reduce his holdings by up to 1.194 million shares through centralized bidding and up to 6.879 million shares through block trading, totaling no more than 8.073 million shares, which represents 1.60% of the company's total share capital [1] - Co-actor Gao Xiao intends to reduce his holdings by up to 3.0285 million shares, accounting for 0.60% [1] - Gao Jue plans to reduce his holdings by up to 825,000 shares, representing 0.16% [1]

Group 1 - A new company, Shanghai Tianzheng Tiangong Robot Co., Ltd., was established on September 8, with a registered capital of 20 million RMB [1] - The legal representative of the company is Zhou Guanghui, and its business scope includes manufacturing and sales of industrial robots, as well as research and development of intelligent robots [1] - Tianzheng Electric (605066) holds 100% ownership of the newly established company [1]

Core Viewpoint - The actual controller of Zhejiang Tianzheng Electric Co., Ltd. plans to reduce shareholding due to personal financial needs, involving significant share quantities and specific methods of reduction [1][2]. Group 1: Shareholding Structure - As of the announcement date, the actual controller, Chairman, and General Manager Gao Tianle and his concerted actors hold a total of 42.78% of the company's shares, with Gao Tianle directly holding 83,413,275 shares (16.53%) [1]. - Gao Xiao holds 6,188,050 shares (1.23%), and Gao Jue holds 825,000 shares (0.16%) [1]. Group 2: Reduction Plan Details - Gao Tianle plans to reduce his holdings by up to 1,194,000 shares through centralized bidding and up to 6,879,000 shares through block trading, totaling a maximum of 8,073,000 shares, which represents up to 1.60% of the company's total share capital [2]. - The reduction period is set for three months starting from 15 trading days after the announcement, with adjustments possible if there are stock bonuses or capital increases during this time [2]. Group 3: Commitments and Restrictions - Gao Tianle has made commitments regarding shareholding, including not transferring shares for 36 months post-IPO and extending the lock-up period if the stock price falls below the IPO price within six months [5][8]. - Similar commitments are made by concerted actors Gao Xiao and Gao Jue, ensuring compliance with regulations and maintaining shareholding stability [8].

Core Viewpoint - Tianzheng Electric (605066) announced plans for share reduction by its actual controller and associated parties due to personal funding needs [1] Summary by Relevant Sections - **Share Reduction Plans** - Gao Tianle plans to reduce holdings by up to 8,073,000 shares, representing a maximum reduction of 1.60% [1] - Gao Xiao intends to reduce holdings by up to 3,028,500 shares, representing a maximum reduction of 0.60% [1] - Gao Jue plans to reduce holdings by up to 825,000 shares, representing a maximum reduction of 0.16% [1] - The reduction period is set for three months starting from 15 trading days after the announcement [1]

Group 1 - The actual controller, chairman, and general manager of Tianzheng Electric, Gao Tianle, plans to reduce his shareholding by a total of up to 807,300 shares through centralized bidding and block trading methods, which represents a combined reduction of no more than 1.60% of the company's total share capital [1] - The reduction period is set to begin 15 trading days after the announcement and will last for three months, with the possibility of suspension during trading window restrictions [1] - Gao Tianle's concerted actions, Gao Xiao and Gao Jue, also plan to reduce their holdings by up to 302,850 shares and 82,500 shares, respectively, representing 0.60% and 0.16% of the company's total share capital [1] Group 2 - The total number of shares to be reduced by Gao Tianle and his concerted actions amounts to 1,192,650 shares, which includes both centralized bidding and block trading methods [1] - If there are any corporate actions such as stock dividends or capital reserve transfers during the reduction period, the number of shares to be reduced will be adjusted accordingly [1]

Core Viewpoint - Tianzheng Electric (605066.SH) announced that its actual controller, chairman, and general manager, Gao Tianle, plans to reduce his shareholding due to personal financial needs, with a total reduction of up to 807,300 shares, representing 1.60% of the company's total share capital [1] Group 1: Share Reduction Details - Gao Tianle intends to reduce his holdings through a centralized bidding method for up to 1.194 million shares and through block trading for up to 6.879 million shares [1] - The reduction period is set for three months starting from 15 trading days after the announcement, with adjustments to the number of shares if there are corporate actions like stock dividends [1] - Gao Tianle's associates, Gao Xiao and Gao Jue, also plan to reduce their holdings by up to 3.0285 million shares and 825,000 shares, respectively, representing 0.60% and 0.16% of the total share capital [1]