株洲欧科亿数控精密刀具股份有限公司 2025 年第二次临时股东会会议资料 证券代码：688308 证券简称：欧科亿 株洲欧科亿数控精密刀具股份有限公司 2025 年第二次临时股东会会议资料 2025 年 8 月 株洲欧科亿数控精密刀具股份有限公司 2025 年第二次临时股东会会议资料 目 录 | 2025 年第二次临时股东会会议须知 1 | | | --- | --- | | 2025 年第二次临时股东会会议议程 3 | | | 议案一：关于增加 2025 年日常关联交易预计的议案 | 5 | | 议案二：关于取消监事会、调整董事会人数以及修订《公司章程》的 | | | 议案 | 10 | | 议案三：关于修订、制定及废止部分公司治理制度的议案 | 11 | | 议案四：关于选举公司非独立董事的议案 | 12 | 株洲欧科亿数控精密刀具股份有限公司 2025 年第二次临时股东会会议资料 株洲欧科亿数控精密刀具股份有限公司 2025 年第二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，保证大 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 ...

Meeting Information - The second extraordinary general meeting of shareholders for 2025 will be held on August 6, 2025, at 14:00 [1] - The meeting will utilize the Shanghai Stock Exchange's online voting system for shareholder participation [1][2] - The physical meeting will take place at the company's conference room located at 588 MaJiaHe Road, TianYuan District, Zhuzhou City [1][4] Voting Procedures - Shareholders can vote through both on-site and online methods, with specific time slots for trading system voting and internet voting [2] - The voting time for the trading system is from 9:15 to 9:25, 9:30 to 11:30, and 13:00 to 15:00 on the day of the meeting [2] - Internet voting will be available from 9:15 to 15:00 on the same day [2] Agenda Items - The meeting will review non-cumulative voting proposals that have been approved by the company's board and supervisory committee [2][3] - The relevant announcements regarding the agenda will be published on the Shanghai Stock Exchange website prior to the meeting [2] Attendance Requirements - Shareholders registered with the China Securities Depository and Clearing Corporation Limited as of July 30, 2025, are eligible to attend [4] - Attendance can be in person or through a proxy, with specific documentation required for proxy representation [4][5] Registration Details - Registration for the meeting will occur on August 4, 2025, from 9:00 to 17:00, with specific instructions for mail and fax submissions [4][5] - The registration location is the company's legal department at the same address as the meeting [4] Contact Information - For inquiries, shareholders can contact the company at 0731-22673899 or via email at oke_info@oke-carbide.com [5]

Meeting Overview - The third supervisory board meeting of Zhuzhou Okoyi CNC Precision Tool Co., Ltd. was held on July 17, 2025, with all three supervisors present, confirming compliance with relevant laws and regulations [1][2]. Resolution Summary - The supervisory board approved the proposal to increase the estimated daily related transactions for 2025, deeming it necessary for normal business operations and compliant with fair pricing principles. This decision supports the company's operational stability and long-term strategic development, without harming the interests of shareholders, especially minority shareholders [1][2]. Voting Results - The voting results showed unanimous support with 3 votes in favor, 0 against, and 0 abstentions. The proposal will be submitted for review at the company's second extraordinary shareholders' meeting in 2025 [2].

Group 1 - The company announced the resignation of non-independent director Mu Menggang due to personal reasons, effective after the election of a new director by the shareholders [1] - Mu Menggang has not held any company shares and has fulfilled his duties diligently during his tenure [1] - The company plans to elect Gu Jianguo as a new non-independent director, pending approval from the shareholders' meeting [1] Group 2 - Gu Jianguo, born in February 1982, has a graduate degree and extensive experience in various financial and analytical roles, including positions at China Mobile and several securities firms [2] - As of the announcement date, Gu Jianguo does not hold any shares in the company and has no related party relationships with major shareholders or company executives [2] - Gu Jianguo meets all legal qualifications to serve as a director and has not faced any penalties from regulatory authorities [2]

Group 1 - The company has decided to abolish the supervisory board and transfer its powers to the audit committee of the board of directors, aiming to enhance operational efficiency and decision-making quality [1][2] - The number of board members will be adjusted from 5 to 6, including 2 independent directors, 1 employee director, and 3 non-independent directors [1][2] - The revised articles of association will be disclosed on the Shanghai Stock Exchange website, and the proposal requires approval from the shareholders' meeting [2][3] Group 2 - The company plans to revise several governance documents, including the rules for shareholders' meetings, board meetings, independent director work systems, and management of related party transactions [3][4] - The revised governance documents will also be disclosed on the Shanghai Stock Exchange website [3][4] - The changes are intended to promote standardized operations and protect the rights of the company and its shareholders [2][3]

Core Viewpoint - The company, Zhuzhou Okoyi Precision Tool Co., Ltd., is increasing its expected daily related transactions for 2025, amounting to 50 million yuan, which is deemed necessary for normal business operations and will not affect the company's independence or harm shareholder interests [1][2]. Group 1: Daily Related Transactions Overview - The company plans to establish a new subsidiary, Okoyi (Shandong) New Energy Technology Co., Ltd., with related parties, completing registration on June 13, 2025 [1]. - The expected transaction amount for 2025 is set at 50 million yuan, which has been unanimously approved by the board of directors [2]. - The independent directors agree that the increase in expected daily related transactions is essential for the company's normal operations and complies with legal regulations [2]. Group 2: Related Parties and Financial Data - The related parties include Jiangsu Ruiqu New Energy Technology Co., Ltd., Yangzhou Xinyong Magnetic Electric Technology Co., Ltd., and others, which hold more than 5% of the new subsidiary [1][14]. - Jiangsu Ruiqu New Energy Technology Co., Ltd. has total assets of 43.0089 million yuan and a net profit of -5.3084 million yuan as of December 31, 2024 [9]. - Yangzhou Xinyong Magnetic Electric Technology Co., Ltd. has total assets of 2.14375 million yuan and a net profit of 0.6769 million yuan as of December 31, 2024 [10]. Group 3: Transaction Details and Impact - The main content of the expected transactions includes purchasing equipment, proprietary technology, and related materials necessary for daily operations [15]. - All transactions will be conducted under written agreements, adhering to fair market pricing principles [15]. - The transactions are expected to positively impact the company's long-term development and will not adversely affect its operational independence or profitability [15].

General Provisions - The company establishes a management system for the shares held by its directors and senior management to clarify procedures based on relevant laws and regulations [1][2] - The system applies to the company and its directors and senior management [1] Share Management - Directors and senior management must notify the board secretary in writing before buying or selling company shares, and the board secretary will verify compliance with laws and regulations [2][3] - Personal information of directors and senior management must be reported to the Shanghai Stock Exchange at specific times, including initial registration and changes in personal information [2][3] Transfer Restrictions - Directors and senior management can transfer no more than 25% of their shares annually, with exceptions for certain circumstances [3][4] - Shares not transferred in a given year will be included in the total for the following year [4] Information Disclosure - Changes in shareholding must be reported within two trading days, including details of the shareholding before and after the change [6][7] - A reduction plan must be reported to the Shanghai Stock Exchange 15 trading days before execution, detailing the number of shares, source, and reasons for reduction [6][7] Legal Responsibilities - The company reserves the right to pursue accountability for violations of the management system by directors and senior management [7] - Directors and senior management may face civil, administrative, or criminal liability for causing losses to investors through violations [7]

Core Viewpoint - The company has established a responsibility accountability system for significant errors in annual report information disclosure to enhance the quality and transparency of its disclosures [2][3]. Group 1: General Principles - The system aims to ensure the authenticity, accuracy, completeness, and timeliness of annual report disclosures [2]. - It applies to directors, senior management, subsidiary heads, controlling shareholders, and other personnel involved in the annual report disclosure process [3]. - The principles of the accountability system include objectivity, fairness, and proportionality between fault and responsibility [3]. Group 2: Circumstances for Accountability - Accountability is triggered by violations of laws and regulations leading to significant omissions or errors in annual report disclosures [4]. - Specific circumstances include failure to adhere to internal control systems, providing inaccurate data, or not following established procedures [4][5]. - The criteria for recognizing significant accounting errors in financial reports include thresholds such as 5% of total audited assets or net profit exceeding 500 million [5]. Group 3: Standards for Reporting Errors - Major errors in annual report disclosures are defined by criteria such as failure to disclose significant accounting policy changes or major lawsuits affecting over 10% of net assets [6]. - Significant discrepancies in performance forecasts are identified when actual results deviate by 20% from forecasts without reasonable explanation [6]. Group 4: Accountability Measures - The company may impose various penalties, including reprimands, demotions, or termination, depending on the severity of the error and the individual's response [7]. - The board of directors is responsible for determining the specific penalties based on the circumstances of each case [7]. Group 5: Implementation and Compliance - The accountability system will be effective upon approval by the board of directors and will be subject to relevant national laws and regulations [7]. - The company will disclose any significant corrections or omissions in its reports as required by regulatory authorities [7].

General Principles - The company establishes a management approach for related party transactions to ensure fairness, justice, and transparency, protecting the rights of the company and non-related shareholders [1] - Related party transactions must comply with relevant laws, regulations, and the company's articles of association [1] Definition of Related Parties - Related parties include individuals or entities that directly or indirectly control the company, hold more than 5% of shares, or are company directors and senior management [2] - Close family members of the aforementioned individuals are also considered related parties [2] Related Transactions - Related transactions encompass various activities such as asset purchases or sales, external investments, project transfers, licensing agreements, guarantees, and asset leasing [3] - The company must ensure that related transactions adhere to principles of honesty, do not harm the interests of non-related shareholders, and are conducted at fair market prices [3] Approval Process for Related Transactions - Related transactions require necessary avoidance measures during contract signing, ensuring that related parties do not interfere with decision-making [4] - The board of directors must have a majority of non-related directors present to approve related transactions [5] Financial Thresholds for Approval - Transactions exceeding 300,000 yuan with related individuals or 0.1% of the company's total assets or market value with related entities require board approval [6] - Transactions over 3,000,000 yuan or 1% of total assets or market value must be accompanied by an evaluation report and submitted for shareholder approval [6] Disclosure Requirements - The company must disclose related transactions in annual and semi-annual reports, and any agreements exceeding three years must undergo re-evaluation every three years [7] - Daily related transactions can be estimated annually, and any excess must be disclosed and re-evaluated [7] Other Provisions - The company must maintain records of related transaction decisions for ten years [10] - The management approach will take effect upon approval by the company's shareholders [10]

General Provisions - The company aims to improve its governance structure and clarify the responsibilities and powers of the General Manager, based on relevant laws and regulations [2] - The General Manager is responsible for the daily operations and management of the company and must implement the resolutions of the Board of Directors [2] Appointment and Qualifications of the General Manager - The company appoints one General Manager, nominated by the Chairman and appointed or dismissed by the Board of Directors [3] - Individuals with certain disqualifying conditions, such as legal restrictions or recent sanctions, are not eligible to serve as General Manager [3][4] Powers and Responsibilities of the General Manager - The General Manager is accountable to the Board and has the authority to manage production, implement annual plans, and propose internal management structures [5] - The General Manager cannot alter decisions made by the shareholders or the Board without prior approval, except in urgent situations [6] Deputy General Manager and Other Senior Management - The Deputy General Manager assists the General Manager and is responsible for specific areas of work [9] - The financial manager oversees financial management and must report to the General Manager [5] Decision-Making and Reporting - The General Manager has the authority to approve operational expenditures and investments within the limits set by the Board [12] - Regular meetings are held to discuss major operational and management issues, with records maintained for at least ten years [7][8] Reporting System - The General Manager must regularly report to the Board on various aspects, including the implementation of annual plans and significant contracts [26] - In case of significant changes in operations or financial status, the General Manager is required to inform the Board promptly [28] Final Provisions - The rules become effective upon approval by the Board and are subject to interpretation and revision by the Board [31][32]