北京炜衡（上海）律师事务所 关于浙江瑞晟智能科技股份有限公司 2025 年第一次临时股东会的见证 法律意见书 北京炜衡（上海）律师事务所 W&H LAW FIRM / SHANGHAI 上海市黄浦区中山东二路 600 号 S1 幢 25、26 楼 邮编：200010 电话(Tel)：021-22257666 传真(Fax)：021-22257667 法律意见书 北京炜衡（上海）律师事务所 关于浙江瑞晟智能科技股份有限公司 2025 年第一次临时股东会的见证 2．本法律意见书仅依据中华人民共和国境内（为本法律意见书之目的，不包括中华人民 共和国香港特别行政区、中华人民共和国澳门特别行政区及中华人民共和国台湾地区）现行有 效的法律、行政法规、规范性文件以及现行《公司章程》的有关规定发表法律意见，并不对中 华人民共和国境外法律发表法律意见。 法律意见书 SHG202400548-2 致：浙江瑞晟智能科技股份有限公司 北京炜衡（上海）律师事务所（下称"本所"）接受浙江瑞晟智能科技股份有限公司（下 称"公司"）的委托，指派周澍律师、陈朵权律师参加了于 2025 年 8 月 15 日召开的 2025 年 第一次临时股东会 ...

Summary of Key Points Core Viewpoint - The report highlights the compensation trends of CFOs in A-share listed companies for 2024, indicating a total salary pool of 4.27 billion yuan and an average salary of 814,800 yuan, with significant variations across industries and individual companies [1]. Group 1: Compensation Overview - The total compensation for CFOs in A-share listed companies in 2024 is 4.27 billion yuan, with an average salary of 814,800 yuan [1]. - In the machinery and automation equipment sector, the average salary for CFOs is approximately 779,700 yuan, with the highest being 2.37 million yuan for Wang Xia from Huagong Technology and the lowest being 152,500 yuan for Chen Zhen from Oke Technology [1]. - The majority of CFOs (59%) earn between 500,000 and 1 million yuan, totaling 44 individuals [1]. Group 2: Age Structure - The average age of CFOs is approximately 47.16 years, with the largest age group being 40-49 years, comprising 32 individuals (about 43%) [3]. - The oldest CFO is Wang Xuxia from Ruisheng Intelligent at 61 years old, earning 269,300 yuan, while the youngest is Chen Zhen from Oke Technology at 29 years old, earning 152,500 yuan [3]. Group 3: Educational Background - The educational distribution of CFOs includes 1 PhD, 25 Master's degrees, 38 Bachelor's degrees, and 10 with lower qualifications, with average salaries of 1.97 million yuan, 953,000 yuan, 683,000 yuan, and 598,400 yuan respectively [5]. - Tian Huachen from Yingweiting, holding a PhD, earns 1.97 million yuan, while Xu Xuhua from Changfu shares a secondary vocational education and earns 591,800 yuan [5]. Group 4: Performance and Compensation Relationship - There are instances of salary increases for CFOs despite significant declines in company profits, indicating a disconnect between compensation and performance [7]. - For example, Wang Lijie from Yijiahe saw a salary increase of 66% to 789,400 yuan, while the company's net profit plummeted by 2069% [7]. - Similar trends are observed with other companies, such as Tianzhong Precision and Aiston, where CFOs received salary increases despite drastic profit declines [7]. Group 5: Compliance and Violations - A total of 8 CFOs received warnings or public notifications for compliance issues in 2024-2025 [7]. - Specific cases include Zhang Lu from Dongjie Intelligent, who received 3 warnings and earned 602,000 yuan, and Yu Yonghua from Chuangshiji, who received 2 warnings with a salary of 1.59 million yuan [8][9]. - Violations included inaccurate financial disclosures and improper accounting practices, affecting the integrity of financial reporting [9].

Core Insights - The total compensation for CFOs in A-share listed companies reached 4.27 billion yuan in 2024, with an average salary of 814,800 yuan [1] - The average salary for CFOs in the machinery and automation equipment sector is approximately 779,700 yuan, with the highest being 2.37 million yuan and the lowest at 152,500 yuan [1] - The age distribution shows an average age of 47.16 years for CFOs, with the majority aged between 40-49 years [3] Salary and Education - The educational background of CFOs includes 1 PhD, 25 Master's degrees, 38 Bachelor's degrees, and 10 with lower qualifications, with corresponding average salaries of 1.97 million yuan, 953,000 yuan, 683,000 yuan, and 598,400 yuan respectively [5] - The highest-paid CFO with a PhD is Tian Huachen from Invt, earning 1.97 million yuan [5] Performance and Compensation Relationship - There are instances of salary increases for CFOs despite significant declines in company profits, such as Wang Lijie from Yijiahe, whose salary rose by 66% while the company's net profit plummeted by 2069% [7] - Eight CFOs received warnings or public notifications regarding compliance issues in 2024-2025 [7] Compliance Issues - Specific CFOs faced multiple warnings, such as Zhang Lu from Dongjie Intelligent, who received three warnings and had a salary of 602,000 yuan [8] - Yuyonghua from Chuangshiji received two warnings, with a salary of 1.59 million yuan, due to inaccuracies in revenue recognition and disclosure [9]

Core Insights - The report highlights the significant role of CFOs in listed companies, with the total compensation for CFOs in A-share companies reaching 4.27 billion yuan in 2024, averaging 814,800 yuan per year [1] - The average salary for CFOs in the machinery and automation equipment sector is approximately 779,700 yuan, with the highest salary being 2.37 million yuan and the lowest at 152,500 yuan [1][3] - There is a concerning trend of salary increases for CFOs despite significant declines in company profits, indicating a disconnect between compensation and performance [7] Compensation Overview - The total compensation for CFOs in A-share companies is 4.27 billion yuan, with an average salary of 814,800 yuan [1] - In the machinery and automation equipment sector, the average salary for CFOs is about 779,700 yuan, with the highest being 2.37 million yuan and the lowest at 152,500 yuan [1] - The majority of CFOs (59%) earn between 500,000 and 1 million yuan [1] Age and Education Distribution - The average age of CFOs is approximately 47.16 years, with the majority (43%) aged between 40 and 49 [3] - The educational background shows that there is 1 PhD, 25 Master's, 38 Bachelor's, and 10 with lower than Bachelor's degrees, with corresponding average salaries of 1.97 million yuan, 953,000 yuan, 683,000 yuan, and 598,400 yuan respectively [5] Performance and Compliance Issues - There are instances of salary increases for CFOs despite significant drops in company profits, such as a 66% salary increase for a CFO while the company's net profit plummeted by 2069% [7] - A total of 8 CFOs received warnings or public notifications regarding compliance issues in 2024-2025 [7] - Specific cases include CFOs from companies like Dongjie Intelligent and Genesis receiving multiple warnings for various compliance failures [8][9]

Market Overview - On August 6, the Shanghai Composite Index rose by 0.45%, with the total margin trading balance reaching 2009.41 billion yuan, an increase of 9.155 billion yuan compared to the previous trading day [1] - The margin trading balance in the Shanghai market was 1023.066 billion yuan, up by 3.839 billion yuan; in the Shenzhen market, it was 979.971 billion yuan, up by 5.161 billion yuan; and in the Beijing Stock Exchange, it was 6.377 billion yuan, up by 0.155 billion yuan [1] Industry Analysis - Among the industries tracked by Shenwan, 21 industries saw an increase in margin trading balances, with the mechanical equipment industry leading with an increase of 2.043 billion yuan, followed by the electronics and defense industries with increases of 1.395 billion yuan and 1.338 billion yuan, respectively [1] Stock Performance - A total of 2104 stocks experienced an increase in margin trading balances, accounting for 56.70% of the total, with 523 stocks seeing an increase of over 5% [1] - Tianming Technology had the largest increase in margin trading balance, reaching 16.6608 million yuan, a rise of 111.76% from the previous trading day, and its stock price increased by 5.09% [1] - Other notable stocks with significant increases in margin trading balances included Yuanhang Precision and LIGONG Navigation, with increases of 86.49% and 65.40%, respectively [1] Top Gainers and Losers - Among the top 20 stocks with the largest increases in margin trading balances, the average increase in stock prices was 6.11%, with Huami New Materials, Riyue Ming, and Yuanhang Precision leading with increases of 29.96%, 19.99%, and 11.99%, respectively [2] - Conversely, stocks with the largest declines in margin trading balances included Baolijie, with a decrease of 34.99%, followed by Feng'an Co. and Anke Innovation, with declines of 33.76% and 25.58%, respectively [4][5]

Group 1 - The artificial intelligence sector experienced significant stock price increases, with companies like Kesi Technology and Dongjie Intelligent reaching a 20% limit up, while others like Shanhai Intelligent and Nengke Technology also hit the limit up [1][2] - Notable stock performances included Wanlima at +14.72%, Jinxian Modern at +14.66%, and Yangguang Nuohe at +13.95%, indicating strong investor interest in AI-related companies [2] Group 2 - The State Council meeting on July 31 approved the "Deepening the Implementation of 'Artificial Intelligence+' Action Opinions," emphasizing the need for large-scale commercialization of AI applications across various sectors [3] - The policy aims to create a virtuous cycle of innovation and application, with government and state-owned enterprises leading by example and supporting technology implementation through open scenarios [3] - The report from Zhonghang Securities highlights that the AI industry is entering a value release window, with 2025 expected to mark the year of AI application landing, driven by advancements in general large model technology [3] - Investment focus is recommended on two main lines: (1) developers of large models and AI agent capabilities, and (2) applications of AI in real-world scenarios [3]

Core Insights - The automation equipment sector experienced a slight increase of 0.09% on August 1, with Dongjie Intelligent leading the gains [1] - The Shanghai Composite Index closed at 3559.95, down 0.37%, while the Shenzhen Component Index closed at 10991.32, down 0.17% [1] Sector Performance - Dongjie Intelligent (300486) saw a significant rise of 20.00%, closing at 14.16 with a trading volume of 766,000 shares and a transaction value of 1 billion [1] - Saiteng Co., Ltd. (603283) increased by 9.26%, closing at 37.89 with a trading volume of 398,900 shares [1] - Jintuo Co., Ltd. (300400) rose by 9.16%, closing at 19.18 with a trading volume of 373,900 shares [1] - Other notable performers include Oke Technology (001223) up 7.10%, Ruisheng Intelligent (688215) up 6.76%, and Jieput (688025) up 5.22% [1] Capital Flow - The automation equipment sector saw a net outflow of 184 million from institutional investors and 100 million from retail investors, while retail investors contributed a net inflow of 284 million [1]

Group 1 - The core point of the article is the establishment of a new artificial intelligence technology company named Ruisheng Zhiyuan (Shanghai) Artificial Intelligence Technology Co., Ltd. in Shanghai [1] - The company has a registered capital of 1 million yuan and its business scope includes industrial internet data services, artificial intelligence theory and algorithm software development, and digital cultural creative software development [1] - The company is wholly owned by Ningbo Ruisheng Zhiyuan Artificial Intelligence Technology Co., Ltd., which is jointly held by Ruisheng Intelligence (688215) and Zhiyuan Xinhhe (Ningbo) Artificial Intelligence Technology Partnership [1]

Meeting Guidelines - The meeting will be conducted in accordance with relevant laws, regulations, and the company's articles of association to ensure order and efficiency [1][2] - Shareholders or their proxies must register for the meeting as per the notification [1][2] - Attendees have the right to speak, inquire, and vote, but questions that may disclose confidential information can be refused by the host [1][2] Meeting Procedures - Shareholders wishing to speak must register at the sign-in [2] - Each shareholder can speak a maximum of two times, with each speech limited to five minutes [2] - After discussions, the host will announce the voting process [2] Voting and Proposals - The meeting will include a proposal to amend the company's articles of association, specifically to abolish the supervisory board and transfer its powers to the audit committee [4] - The specific amendments to the articles of association will be detailed, including changes to the roles of the general manager and the legal representative [4][6] Shareholder Rights - Shareholders have the right to request, convene, and participate in meetings, as well as to review company documents [8][9] - Shareholders holding more than 3% of shares for over 180 days can request to inspect the company's accounting books [8][9] Meeting Logistics - The meeting will be held at the company's registered address or a location determined by the board [15] - The company will provide an online voting system for shareholders unable to attend in person [3][15] Documentation and Record Keeping - The meeting will be recorded, and minutes will be maintained for at least ten years [24][25] - The company must ensure that all meeting records are accurate and complete [26][27]

证券代码：688215 证券简称：瑞晟智能 公告编号：2025-027 浙江瑞晟智能科技股份有限公司 关于修订《公司章程》及相关治理制度的公告 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个别及连带责任。 浙江瑞晟智能科技股份有限公司（以下简称"公司"）于 2025 年 7 月 28 日召开第四届董事会第十次会议，审议并通过《关于修订 <公司章程> 并办理工商 变更登记的议案》《关于修订公司部分治理制度的议案》等议案,同日召开第四 届监事会第八次会议，审议并通过《关于修订 <公司章程> 并办理工商变更登记的 议案》。现将具体情况公告如下： 一、章程修订情况 根据《中华人民共和国公司法（2023 年修订）》《关于新 <公司法> 配套制 度规则实施相关过渡期安排》《上市公司章程指引（2025 年修订）》等相关法 律法规、规范性文件的规定，结合公司实际情况，公司将不再设置监事会和监事， 监事会的职权由董事会审计委员会行使。同时根据相关法律法规、规范性文件的 规定并结合上述变更情况，对《浙江瑞晟智能科技股份有限公司章程》（以下简 称"《公司章 ...