证券代码：688290 证券简称：景业智能 公告编号：2025-065 杭州景业智能科技股份有限公司 2025年第六次临时股东会决议公告 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） 股东会召开的时间：2025 年 9 月 12 日 2、本次会议由公司董事会召集，公司董事长来建良先生主持。本次会议召 集和召开程序、表决方式和表决程序均符合《公司法》及《公司章程》的规定， 会议合法有效。 （五） 公司董事和董事会秘书的出席情况 1、 公司在任董事9人，出席9人； （二） 股东会召开的地点：浙江省杭州市滨江区乳泉路 925 号杭州景业智能科 技园会议室 （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 | 44 | | --- | --- | | 普通股股东人数 | 44 | | 2、出席会议的股东所持有的表决权数量 | 59,818,052 | | 普通股股东所持 ...

国浩律师(杭州)事务所 杭州景业智能科技股份有限公司 2025 年第六次临时股东会的 法律意见书 浩律師(杭州)事務所 GRANDALL LAW FIRM (HANGZHOU) 地址:杭州市上城区老复兴路白塔公园 B 区 2 号、15 号国浩律师楼 邮编:310008 Grandall Building, No.2& No.15, Block B, Baita Park, Old Fuxing Road, Hangzhou, Zhejiang 310008, China 电话/Tel: (+86)(571) 8577 5888 传真/Fax: (+86)(571) 8577 5643 电子邮箱/Mail: grandallhz@grandall.com.cn 网址/Website: http://www.grandall.com.cn 法律意见书 致:杭州景业智能科技股份有限公司 国浩律师(杭州)事务所(以下简称"本所")接受杭州景业智能科技股份有限 公司(以下简称"公司")委托指派律师出席公司 2025年第六次临时股东会（以下 简称"本次股东会"),并依据《中华人民共和国公司法》(以下简称"《公司法》")、 ...

Core Viewpoint - The "Wolf 2" model from the company is distinct from the "Machine Wolf" showcased during the military parade, with a focus on specialized applications in nuclear power and bomb disposal robots, emphasizing precision remote operation and emergency tasks in high-risk environments [1] Company Summary - The company clarified that its "Wolf 2" is not the same as the "Machine Wolf" presented in the parade, indicating a differentiation in product offerings [1] - The "Wolf 2" is specifically designed for high-risk environments, highlighting its application in nuclear power and bomb disposal scenarios [1]

Core Points - The company is holding its sixth extraordinary general meeting of shareholders on September 12, 2025, to ensure the rights of all shareholders and maintain order during the meeting [1][5] - The meeting will include discussions and voting on various proposals, including a mid-year profit distribution plan [2][7] Meeting Procedures - Attendees must register 30 minutes before the meeting and present necessary identification documents [1][4] - Shareholders have the right to speak, inquire, and vote during the meeting, but must adhere to specific guidelines to maintain order [2][3] - The meeting will be conducted with both on-site and online voting, with results announced immediately after [3][5] Profit Distribution Proposal - The company reported a net profit of RMB 5.5778 million for the first half of 2025 and proposes a cash dividend of RMB 0.50 per 10 shares, totaling RMB 5.1047 million [7][8] - This proposed distribution represents 91.52% of the company's net profit for the period and will not involve capital reserve transfers or stock bonuses [7][8]

杭州景业智能科技股份有限公司 2025 年第六次临时股东会会议资料 股票简称：景业智能 股票代码：688290 1 杭州景业智能科技股份有限公司 2025 年第六次临时股东会 2025 年第六次临时股东会会议须知 为了维护全体股东的合法权益，确保股东会的正常秩序和议事效率，保证股东会 的顺利进行，根据《公司法》《证券法》《上市公司股东会规则》以及《公司章程》《股 东会议事规则》等相关规定，杭州景业智能科技股份有限公司特制定本次股东会会议 须知： 一、为确认出席大会的股东或其代理人或其他出席者的出席资格，会议工作人员 将对出席会议者的身份进行必要的核对工作，请被核对者给予配合。出席会议的股东 及股东代理人须在会议召开前 30 分钟到会议现场办理签到手续，并请按规定出示证 券账户卡、身份证明文件或法人单位证明、授权委托书等证明文件，经验证后方可出 席会议。 二零二五年九月十二日 杭州景业智能科技股份有限公司 2025 年第六次临时股东会 目 录 | 2025 | 年第六次临时股东会会议须知 | 2 | | --- | --- | --- | | 2025 | 年第六次临时股东会会议议程 | 4 | | 议案一：关 ...

Core Viewpoint - The internal audit system of Yongyou Automotive Information Technology (Shanghai) Co., Ltd. is established to standardize internal audit work, ensure quality, prevent and control risks, and protect the rights of the company and its investors [1]. Group 1: Internal Audit Definition and Objectives - Internal audit refers to the evaluation and supervision of the effectiveness of internal controls and risk management, the authenticity and completeness of financial information, and the efficiency and effectiveness of business activities [1]. - The objectives of internal control include compliance with laws and regulations, improving operational efficiency, safeguarding assets, and ensuring accurate and fair information disclosure [1]. Group 2: Responsibilities and Structure of Internal Audit - The Board of Directors is responsible for establishing and effectively implementing the internal control system and ensuring the accuracy and completeness of related disclosures [2]. - The company has established an audit department as the internal audit institution, which operates independently from the finance department [2][3]. - Internal audit personnel must possess relevant professional knowledge and skills, and the audit department must have at least one qualified auditor [3]. Group 3: Duties and Authority of Internal Audit - The internal audit institution supervises business activities, risk management, internal controls, and financial information [3][4]. - The internal audit institution reports directly to the Board of Directors and must communicate with external audit units [4][5]. - The institution has the authority to review relevant documents, attend meetings, inspect compliance with internal controls, and require timely responses from relevant personnel [5]. Group 4: Audit Procedures and Reporting - The internal audit institution must develop an audit work plan based on the company's actual situation and conduct checks at least biannually on significant matters [6][7]. - An annual internal control evaluation report must be disclosed alongside the annual report, including the Board's declaration of its authenticity [6][7]. - If significant deficiencies or risks are identified, the internal audit institution must report them promptly to the audit committee [7]. Group 5: Accountability and Compliance - The company will hold accountable any individuals or units that obstruct the audit process or fail to comply with the internal audit system [8]. - Violations of the internal audit system may result in disciplinary actions or legal consequences [8].

Core Viewpoint - The company establishes a profit distribution management system to ensure a scientific, sustainable, and stable distribution mechanism, enhancing transparency and protecting the rights of minority investors [2][3]. Summary by Sections General Principles - The profit distribution policy, especially regarding cash dividends, must follow the decision-making procedures outlined in the company's articles of association [2]. - The board of directors is responsible for researching and discussing shareholder return matters, formulating a clear shareholder return plan, and explaining the rationale behind it [2][3]. Profit Distribution Order - The company prioritizes investor returns and follows a specific order for distributing after-tax profits, including mandatory allocations to statutory reserves and addressing previous losses before profit distribution [4]. - The remaining after-tax profits are distributed according to the shareholding ratio, unless otherwise specified in the articles of association [4]. Profit Distribution Policy - The company emphasizes reasonable returns to shareholders while considering its operational situation and sustainable development [6]. - Cash dividends are prioritized when conditions are met, with a minimum of 30% of the average distributable profit over the last three years to be distributed in cash [6][7]. - The company may issue stock dividends under favorable operating conditions and when deemed beneficial for all shareholders [6]. Review Procedures and Mechanisms - The board proposes profit distribution plans based on profitability and funding needs, which must be reviewed and approved by the audit committee before being submitted to the shareholders' meeting [9]. - The company must provide multiple channels for communication with shareholders, especially minority shareholders, to gather their opinions and address their concerns [9]. Supervision and Disclosure - The audit committee supervises the board's execution of the profit distribution policy and decision-making processes [10]. - The company must disclose detailed information about its cash dividend policy and execution in its annual report, including reasons for any non-distribution of dividends [16]. Adjustments to Profit Distribution Policy - Any adjustments to the profit distribution policy due to significant changes in the external or internal environment require board approval and must be submitted to the shareholders' meeting for a two-thirds majority vote [10][11]. Additional Provisions - The company reserves the right to withhold dividends from shareholders who have violated company fund usage regulations [18]. - The profit distribution management system becomes effective upon approval by the board of directors [21].

Core Viewpoint - The company has established a fundraising management system to regulate its fundraising activities, enhance the management of raised funds, prevent risks, and ensure the safety of these funds while maintaining the company's image and protecting shareholder interests [2][3]. Fundraising Management - The system applies to funds raised through stock issuance or other equity-like securities for specific purposes, excluding funds raised for equity incentive plans [2]. - The company must establish internal controls for the storage, management, use, and supervision of raised funds, including approval authority and risk control measures [3][4]. Fund Storage - The company is required to open a special account for raised funds in a commercial bank approved by the board of directors, ensuring that these funds are not mixed with other funds [4][5]. - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the commercial bank within one month of the funds being received [4][6]. Fund Usage - Raised funds must be used specifically for their intended purposes, aligning with national industrial policies and promoting sustainable development [7][8]. - If a fundraising project encounters significant changes in market conditions or fails to meet investment timelines, the company must reassess the project's feasibility and disclose any necessary adjustments [8][9]. Changes in Fund Usage - Any changes in the use of raised funds must be approved by the board of directors and disclosed to shareholders, especially if it involves new projects or significant alterations to existing ones [13][14]. - The company must ensure that any surplus funds are used for ongoing projects, share repurchases, or other approved purposes [11][12]. Fund Management and Supervision - The company is required to maintain accurate records of the use of raised funds and report on their status regularly [17][18]. - Independent financial advisors must conduct ongoing supervision and audits of the fundraising activities, reporting any irregularities to the relevant authorities [18][19].

Core Points - The article outlines the rules governing the board of directors of Youyou Automotive Information Technology (Shanghai) Co., Ltd, aiming to standardize decision-making processes and enhance operational efficiency [2][21] - The board is a permanent decision-making body responsible to the shareholders' meeting, adhering to relevant laws and regulations [2][3] Chapter Summaries Chapter 1: General Principles - The rules are established to ensure effective governance and decision-making within the company [2] - The board of directors is accountable to the shareholders and must comply with the law and the company's articles of association [2] Chapter 2: General Provisions for Directors - Directors must be natural persons and cannot hold office under certain disqualifying conditions, such as criminal convictions or bankruptcy [3][4] - Directors are elected by the shareholders and serve a term of three years, with the possibility of re-election [4] Chapter 3: Composition and Subcommittees of the Board - The board consists of seven directors, including three independent directors and one employee representative [13] - The chairman of the board is elected by a majority of the directors and has specific responsibilities, including presiding over meetings [14] Chapter 4: Powers of the Board - The board has the authority to convene shareholder meetings, execute resolutions, and make significant operational decisions [18] - Transactions exceeding certain thresholds must be submitted for board approval [20] Chapter 5: Board Meeting Procedures - The board must hold at least two meetings annually, with specific notice requirements for both regular and special meetings [22][12] - A quorum requires the presence of a majority of directors, and decisions are made by majority vote [26][27] Chapter 6: Resolutions and Records of Board Meetings - Resolutions must be documented, and directors are responsible for the decisions made during meetings [37] - Meeting records must be maintained for at least ten years [38] Chapter 7: Board Secretary - The board secretary is responsible for preparing meetings, managing documents, and ensuring compliance with disclosure obligations [39][40] Chapter 8: Supplementary Provisions - The rules will take effect upon approval by the shareholders' meeting and can be amended as necessary [21][46]

General Provisions - The rules are established to standardize company behavior and ensure shareholders can exercise their rights according to relevant laws and regulations [1][2] - The rules apply to the company, all shareholders, shareholder representatives, directors, general managers, and other relevant personnel [1] Shareholder Meeting Organization - The company must hold an annual shareholder meeting within six months after the end of the previous fiscal year and can hold temporary meetings under specific circumstances [2][3] - Legal opinions must be obtained regarding the legality of the meeting's procedures, participant qualifications, and voting results [2] Shareholder Meeting Proposals - Proposals must fall within the scope of the shareholder meeting's authority and comply with legal and regulatory requirements [6][14] - Shareholders holding 1% or more of shares can submit proposals at least 10 days before the meeting [6] Meeting Notification - Notifications for annual meetings must be sent 20 days in advance, while notifications for temporary meetings must be sent 15 days in advance [17] - Notifications must include meeting details, agenda items, and rights of shareholders to attend and vote [17][18] Meeting Conduct - The meeting can be held at the company's registered address or other designated locations, combining in-person attendance with online voting [21] - Shareholders can attend in person or appoint representatives to vote on their behalf [21] Voting and Resolutions - Resolutions can be ordinary or special, requiring a majority or two-thirds majority of voting rights, respectively [36][38] - Related shareholders must abstain from voting on matters where they have a conflict of interest [39][40] Meeting Records and Announcements - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for at least 10 years [53][54] - Resolutions must be announced promptly, detailing the voting results and any significant decisions made [51][52]