Meeting Overview - The shareholders' meeting of Star Ring Technology was held on June 18, 2025, in Shanghai [1] - A total of 59 ordinary shareholders attended the meeting, holding 28,630,083 voting rights, which represents 23.6359% of the company's total voting rights [1] Voting Results - All proposed resolutions were approved during the meeting [2][3] - For the first resolution, 28,520,039 votes (99.6156%) were in favor, with 88,912 votes (0.3105%) against, and 21,132 votes (0.0739%) abstaining [1] - The second resolution received 28,053,211 votes (97.9850%) in favor, 553,740 votes (1.9341%) against, and 23,132 votes (0.0809%) abstaining [2][3] - The third resolution also passed with 28,053,211 votes (97.9850%) in favor, 553,740 votes (1.9341%) against, and 23,132 votes (0.0809%) abstaining [2][3] Legal Compliance - The meeting was conducted in accordance with the Company Law and the company's articles of association, with the presence of legal representatives ensuring the legality of the proceedings [4]

2025 年第一次临时股东大会的法律意见书 星环信息科技（上海）股份有限公司： 君合律师事务所上海分所（以下简称"本所"）接受星环信息科技（上海） 股份有限公司（以下简称"公司"或"星环科技"）的委托，指派本所律师出席 了公司于 2025 年 6 月 18 日在上海市徐汇区虹漕路 88 号 11 楼大会议室召开的 2025 年第一次临时股东大会（以下简称"本次股东大会"）的现场会议。现本 所根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司股东会 规则》等中国现行法律、法规和规范性文件（以下合称"中国法律"，为本法律 意见书之目的，不包括中国香港特别行政区、中国澳门特别行政区及中国台湾地 区的法律）以及《星环信息科技（上海）股份有限公司章程》（以下简称"《公 司章程》"）、公司股东大会议事规则的有关规定，就本次股东大会有关事宜出 具法律意见书。 本法律意见书仅就本次股东大会的召集和召开程序、出席本次股东大会人员 的资格、召集人资格、会议表决程序是否符合中国法律及《公司章程》的规定以 及表决结果是否合法有效发表意见，并不对本次股东大会所审议的议案内容以及 该等议案所表述的相关事实或数据的真实性、准确 ...

证券代码：688031 证券简称：星环科技 公告编号：2025-027 星环信息科技（上海）股份有限公司 2025年第一次临时股东大会决议公告 本公司董事会及全体董事保证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、准确性和完整性依法承担法律责任。 重要内容提示： 本次会议是否有被否决议案：无 一、 会议召开和出席情况 （一） 股东大会召开的时间：2025 年 6 月 18 日 （二） 股东大会召开的地点：上海市徐汇区虹漕路 88 号 B 栋 11 楼大会议室 （三） 出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东及 其持有表决权数量的情况： | 1、出席会议的股东和代理人人数 | 59 | | --- | --- | | 普通股股东人数 | 59 | | 2、出席会议的股东所持有的表决权数量 | 28,630,083 | | 普通股股东所持有表决权数量 | 28,630,083 | | 3、出席会议的股东所持有表决权数量占公司表决权数量的比 | 23.6359 | | 例（%） | | | 普通股股东所持有表决权数量占公司表决权数量的比例（%） | 23.6359 ...

Group 1 - The report highlights investment hotspots in May, focusing on robotics, particularly unmanned logistics vehicles, controllable nuclear fusion, digital currencies (stablecoins & RWA), mergers and acquisitions, and military industry, with a market preference for small-cap companies [6][22][23] - The robotics sector, especially unmanned logistics vehicles, showed strong performance, transitioning from 0 to 1 stage with companies like Jiushi and New Stone achieving significant order volumes and commercial deployment [6][24][25] - The report indicates that the AI sector continues to evolve, with major advancements in AI models and applications, including the DeepSeek-R1 model's upgrade, which significantly improved reasoning capabilities and performance metrics [47][49][50] Group 2 - The report notes that the controllable nuclear fusion sector is gaining momentum, supported by U.S. policy changes and accelerated project developments in China, with significant milestones achieved in the CRAFT project [39][40] - The digital currency sector is experiencing regulatory advancements, with the U.S. Senate passing the GENIUS Act and Hong Kong establishing a regulatory framework for stablecoins, indicating a growing acceptance and potential for market expansion [42][43] - The mergers and acquisitions landscape is evolving with new regulations aimed at simplifying processes and enhancing market-driven approaches, exemplified by the merger plans between Haiguang Information and Zhongke Shuguang [44][45]

Investment Rating - The report maintains a "Recommendation" rating for the company, with a target price of 52.93 yuan [1][7]. Core Views - The company reported a revenue of 64.36 million yuan in Q1 2025, a year-on-year increase of 2.59%, while the net profit attributable to shareholders was -83.58 million yuan [1]. - The company experienced a significant decline in revenue in 2024, with a total of 371 million yuan, down 24.31% year-on-year, and a net profit of -343 million yuan [1][7]. - The report highlights improvements in operational efficiency and cash flow, with a notable 47% year-on-year improvement in net cash flow from operating activities in Q1 2025 [7]. - The company is in a phase of technological investment and market expansion, with initial breakthroughs in its large model business, securing nearly 50 million yuan in orders across various sectors [7]. Financial Summary - For 2024, the total revenue is projected at 371 million yuan, with a year-on-year growth rate of -24.3%. The expected revenue for 2025 is 427 million yuan, reflecting a growth rate of 15% [3]. - The net profit attributable to shareholders is forecasted to improve from -343 million yuan in 2024 to -238 million yuan in 2025, indicating a reduction in losses by 30.7% [3]. - The earnings per share (EPS) is expected to improve from -2.84 yuan in 2024 to -1.96 yuan in 2025 [3].

Investment Rating - The report maintains a "Recommendation" rating for the company, with a target price of 52.93 CNY [1][7]. Core Insights - The company reported a revenue of 64.36 million CNY in Q1 2025, reflecting a year-on-year growth of 2.59%. However, it incurred a net loss of 83.58 million CNY [1][7]. - The company experienced a significant decline in revenue in 2024, with total revenue of 371 million CNY, down 24.31% year-on-year, and a net loss of 343 million CNY [1][7]. - The company is in a phase of technological investment and market expansion, with signs of improvement in cash flow and a reduction in losses in Q1 2025 [7]. Financial Performance Summary - **2024 Financials**: Total revenue was 371 million CNY, with a net loss of 343 million CNY. The revenue from the core software business was 285 million CNY, down 28.5% year-on-year [3][7]. - **2025 Projections**: Expected total revenue for 2025 is 427 million CNY, with a projected net loss of 238 million CNY, indicating a reduction in losses by 30.7% compared to 2024 [3][7]. - **Future Growth**: The company anticipates revenue growth of 15.0% in 2025, 19.0% in 2026, and 19.1% in 2027, with corresponding net losses decreasing over the same period [3][7]. Business Strategy and Developments - The company is focusing on AI strategy upgrades, with initial breakthroughs in large model business, including the launch of the Sophon LLMOps platform and the TKH knowledge platform [7]. - The company secured nearly 50 million CNY in orders related to large model business, covering sectors such as finance, government, and energy [7].

Core Viewpoint - The company has established a comprehensive system for the selection and appointment of accounting firms to ensure the quality of audit work and financial information, in compliance with relevant laws and regulations [1][2][10]. Group 1: Selection Process - The selection of accounting firms must be approved by the Audit Committee and subsequently submitted to the Board of Directors and the Shareholders' Meeting for review [1][2]. - The company must not appoint an accounting firm to conduct audit work before the approval of the Board of Directors and the Shareholders' Meeting [1][2]. - The selection process should be fair and just, utilizing competitive negotiation, public selection, invitation selection, or other methods to assess the capabilities of the accounting firms [3][4]. Group 2: Qualifications of Accounting Firms - Selected accounting firms must possess independent legal status and the necessary qualifications to conduct securities and futures-related business as required by regulatory authorities [2]. - Firms must have a fixed workplace, sound organizational structure, and effective internal management and control systems [2]. - The firms should be familiar with relevant financial accounting laws, regulations, and policies [2]. Group 3: Responsibilities of the Audit Committee - The Audit Committee is responsible for proposing the selection of accounting firms and supervising the audit work [2][6]. - The committee must evaluate the qualifications of the proposed firms and ensure compliance with the selection criteria [6][7]. - Regular evaluations of the performance of the appointed accounting firms must be conducted, with reports submitted to the Board of Directors [8][22]. Group 4: Appointment and Termination Procedures - The appointment of accounting firms is formalized through an audit service agreement, with a typical term of one year, which can be renewed [5][6]. - If a firm is to be dismissed or not reappointed, the company must provide a 20-day notice and allow the firm to present its case at the Shareholders' Meeting [5][6]. - The company must complete the selection of a new accounting firm before the end of the fourth quarter of the audited year [8][21]. Group 5: Compliance and Record Keeping - The company is required to disclose evaluations of the performance of accounting firms annually [22]. - All documents related to the selection, appointment, and evaluation of accounting firms must be properly archived for at least ten years [26].

星环信息科技（上海）股份有限公司 本细则中所称"董事"特指由股东会选举产生的董事，由职工选举的董事由 公司职工民主选举产生或更换，不适用于本细则的相关规定。 第六条 股东会选举产生的董事人数及结构应符合《公司法》《公司章程》 的规定。 第二章 董事候选人的提名 第一章 总则 第一条 为进一步完善星环信息科技（上海）股份有限公司（以下简称"公 司"）的法人治理结构，规范公司董事的选举，切实保证所有股东充分行使选择 董事的权利，维护中小股东利益，根据《中华人民共和国公司法》（以下简称 "《公司法》"）《上市公司治理准则》《上海证券交易所科创板股票上市规则》 《上海证券交易所科创板上市公司自律监管指引第1号——规范运作》等规范性文 件及《星环信息科技（上海）股份有限公司章程》（以下简称"《公司章程》"） 等有关规定，制定本细则。 第二条 本细则所称累积投票制，是指公司股东会选举董事时，每一股份拥 有与应选董事人数相同的表决权，股东拥有的表决权可以集中使用，即股东可以 用所有的投票权集中投票选举一位候选董事，也可以将投票权分散行使、投票给 数位候选董事，最后按得票的多少决定当选董事。 第三条 本细则适用于选举或变更两 ...

Core Viewpoint - The company has developed a comprehensive action plan for 2025 aimed at enhancing quality, efficiency, and investor returns, aligning with national financial policies and market stability initiatives [1] Group 1: Business Focus and Development Strategy - The company is transitioning from a digital infrastructure provider to an AI infrastructure enterprise, integrating big data, AI, and cloud computing to support various industries in their digital transformation [1][2] - The company aims to maintain a focus on core business areas and leverage its technological advantages to drive high-quality growth [1][2] Group 2: Technological Innovation and R&D - The company emphasizes continuous investment in R&D to adapt to rapid technological changes and meet the demands of AI development, with a focus on disruptive innovation [2][6] - The company has accumulated 31 core technologies in various fields, supported by a dedicated R&D team of nearly 400 professionals [4][6][7] - In 2024, the company invested approximately 26.25 million yuan in R&D, representing 70.65% of its revenue, and applied for 54 invention patents [6] Group 3: Talent Management and Incentives - The company implements a broadband compensation system to enhance employee motivation and career development, aiming to attract and retain top talent [11] - The company has initiated stock incentive plans to strengthen employee commitment and promote long-term stability [9][10] Group 4: Financial Management and Cash Flow - The company reported sales collections of approximately 45.56 million yuan in 2024, a year-on-year increase of about 11.56%, exceeding its revenue scale [12] - The company employs a customer credit rating model to manage receivables effectively and mitigate risks associated with high-risk clients [12][13] Group 5: Corporate Governance and Compliance - The company has established a governance structure that complies with relevant laws and regulations, ensuring efficient operations and protecting investor rights [14] - The company is committed to enhancing its governance framework and improving the capabilities of its board and senior management [14][15] Group 6: Investor Relations and Communication - The company maintains transparent communication channels with investors, conducting regular performance briefings and responding to inquiries to enhance investor understanding and trust [15][16] - In 2024, the company held three performance briefings and engaged in numerous investor interactions to communicate its strategic developments and operational results [15]

Core Viewpoint - The company has decided to abolish its supervisory board and amend its articles of association and related governance systems, allowing the audit committee of the board to assume the supervisory functions previously held by the supervisory board [1][2]. Group 1: Reasons for Abolishing the Supervisory Board - The decision to cancel the supervisory board is based on the revised Company Law of the People's Republic of China, which permits a company to establish an audit committee within the board to exercise the powers of a supervisory board [1][2]. - The company aims to enhance its governance structure in accordance with relevant regulations and its actual circumstances [1][2]. Group 2: Amendments to Articles of Association - The amendments to the articles of association are intended to improve the company's operational standards and protect the rights of the company, employees, and creditors [2]. - Specific changes include the removal of references to the supervisory board and the establishment of the audit committee's authority [2][3]. Group 3: Governance Structure Changes - The company will no longer have a supervisory board, and the audit committee will take over its responsibilities, which includes oversight functions [1][2]. - The rules governing the supervisory board meetings will be abolished as part of the amendments [1][2].