料 深圳市燕麦科技股份有限公司 2025 年第一次临时股东大会会议资 证券代码：688312 证券简称：燕麦科技 深圳市燕麦科技股份有限公司 2025 年第一次临时股东大会会议资料 2025 年 8 月 深圳市燕麦科技股份有限公司 2025 年第一次临时股东大会会议资 料 深圳市燕麦科技股份有限公司 2025 年第一次临时股东大会会议资料目录 | 深圳市燕麦科技股份有限公司 | 2025 年第一次临时股东大会会议须知 1 | | --- | --- | | 深圳市燕麦科技股份有限公司 | 2025 年第一次临时股东大会会议议程 3 | | 深圳市燕麦科技股份有限公司 | 2025 年第一次临时股东大会会议议案 5 | | 2025 | 年第一次临时股东大会会议议案一： 6 | | 2025 | 年第一次临时股东大会会议议案二： 7 | | 2025 | 年第一次临时股东大会会议议案三： 8 | | 2025 | 年第一次临时股东大会会议议案四： 10 | | 2025 | 年第一次临时股东大会会议议案五： 11 | | 2025 | 年第一次临时股东大会会议议案六： 12 | | 2025 | 年第一次临时股 ...

证券代码：688312 证券简称：燕麦科技 公告编号：2025-035 深圳市燕麦科技股份有限公司 董事会薪酬与考核委员会关于公司 2025 年限制性股票激励计划 首次授予激励对象名单的公示情况说明及核查意见 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、准确性和完整性依法承担法律责任。 深圳市燕麦科技股份有限公司（以下简称"公司"）于 2025 年 7 月 27 日召 开了第三届董事会第二十次会议审议通过了《关于公司<2025 年限制性股票激励 计划（草案）>及其摘要的议案》等相关议案。根据《上市公司股权激励管理办 法》（以下简称"《管理办法》"）、《深圳市燕麦科技股份有限公司章程》（以下 简称"《公司章程》"）、《上海证券交易所科创板股票上市规则》（以下简称"《上 市规则》"）的相关规定，公司对 2025 年限制性股票激励计划首次授予激励对 象的姓名和职务在公司内部进行了公示。公司董事会薪酬与考核委员会结合公示 情况对拟激励对象人员进行了核查，相关公示情况及核查情况如下： 2、董事会薪酬与考核委员会对激励对象的核查方式 一、公示情况及核查方式 1、公 ...

Group 1 - The company will hold its first extraordinary general meeting of shareholders in 2025 on August 12 [2][6] - The meeting will be conducted using a combination of on-site and online voting methods [2][3] - The location for the meeting is specified as a conference room in the Bangkai Technology Industrial Park in Shenzhen [2] Group 2 - The company plans to grant 4 million restricted stocks as part of its 2025 stock incentive plan, which represents approximately 2.75% of the total share capital [33][39] - The initial grant will consist of 3.3 million shares, accounting for about 2.27% of the total share capital [34][39] - The purpose of the stock incentive plan is to attract and retain talent while aligning the interests of shareholders and the core team [35] Group 3 - The stock incentive plan will be valid for a maximum of 72 months from the date of the first grant [48] - The grant price for the restricted stocks is set at 13.50 yuan per share, which is below the average trading price prior to the announcement [53][54] - The plan includes performance assessment criteria based on company revenue and net profit growth rates [59][65] Group 4 - The company will not set up a supervisory board, and a representative director from employees will be elected instead [22][23] - The election of the employee representative director was unanimously approved by the employee representative assembly [23] - The new employee representative director will serve alongside the non-employee directors elected at the extraordinary general meeting [23]

Core Viewpoint Shenzhen Oat Technology Co., Ltd. is undergoing significant corporate governance changes, including the cancellation of its supervisory board, adjustments to its registered capital, and revisions to its articles of association, aimed at enhancing operational efficiency and compliance with regulatory standards [1][2]. Group 1: Changes in Registered Capital - The company has completed the registration of an additional 752,280 shares due to the fulfillment of conditions for the second vesting period of its 2022 restricted stock incentive plan, increasing its registered capital to RMB 145,600,816 [1][2]. Group 2: Cancellation of Supervisory Board - The company plans to abolish its supervisory board and the associated rules to streamline its governance structure, integrating the supervisory responsibilities into the audit committee of the board of directors [2][3]. Group 3: Amendments to Articles of Association - Amendments to the articles of association are proposed to enhance compliance with the Company Law and relevant regulations, reflecting the cancellation of the supervisory board and changes in registered capital [2][3]. Group 4: Internal Governance System Revisions - The company intends to revise and establish several internal governance systems, including the rules for shareholder meetings and related party transaction management, to promote standardized operations [3][4].

Meeting Information - The first extraordinary general meeting of shareholders for 2025 will be held on August 12, 2025, at 14:30 [1] - The meeting will take place at the conference room on the third floor of Building 2, Bangkai Technology Industrial Park, Shenzhen [1] - Voting will be conducted through both on-site and online methods using the Shanghai Stock Exchange's network voting system [1][2] Voting Procedures - Shareholders can vote via the Shanghai Stock Exchange network voting system from 9:15 to 15:00 on the day of the meeting [1][2] - Specific voting procedures for margin trading, transfer, and other related accounts must comply with relevant regulations [2] - Shareholders must complete voting for all proposals before submission [4] Agenda Items - The meeting will review several proposals, including: - The 2025 Restricted Stock Incentive Plan and its summary [2][3] - Authorization for the board to handle matters related to equity incentives [2][3] - Amendments to the company's articles of association and internal governance rules [2][3] - Election of the fourth board of directors, including both non-independent and independent directors [3][4] Attendance Requirements - Shareholders registered by the close of trading on August 5, 2025, are eligible to attend the meeting [5] - Shareholders can appoint proxies to attend and vote on their behalf [6] - Specific documentation is required for both individual and corporate shareholders to register for the meeting [6] Contact Information - The company can be contacted at its office in Shenzhen for any inquiries related to the meeting [7]

Group 1 - The company held its 16th meeting of the third Supervisory Board on July 27, 2025, where all supervisors agreed to waive the advance notice period for the board meeting [1][2] - The Supervisory Board decided to abolish the Supervisory Board and its rules, which is aimed at complying with the latest laws and regulations, and optimizing the corporate governance structure to better meet the company's operational needs [1][2] - The decision is in accordance with the Company Law and the Shanghai Stock Exchange's listing rules, ensuring that it does not harm the interests of shareholders, especially minority shareholders [1][2] Group 2 - The resolution received unanimous approval with 3 votes in favor, and it will be submitted to the shareholders' meeting for further review [2] - The company disclosed additional details regarding changes to its registered capital, the cancellation of the Supervisory Board, and amendments to its Articles of Association on the Shanghai Stock Exchange website [2]

Core Viewpoint - Shenzhen Oat Technology Co., Ltd. has reviewed and approved the qualifications of independent director candidates for its fourth board of directors, ensuring compliance with relevant laws and regulations [1][2]. Summary by Sections Review of Independent Director Candidates - The Nomination Committee of the third board has conducted a qualification review of the independent director candidates for the fourth board [1]. - The candidates, Chen Shou and Zou Haiyan, do not hold shares in the company and have no other relationships with the company's directors, supervisors, senior management, or shareholders holding more than 5% of the shares [1][2]. - The candidates meet the independence requirements as stipulated by the Company Law and other relevant regulations, and have not been subject to any disqualifications or penalties by regulatory authorities [1]. Approval and Submission - The Nomination Committee has agreed to nominate Chen Shou and Zou Haiyan as independent director candidates and will submit this proposal for board review [2].

Group 1 - The core point of the announcement is the election of the fourth board of directors for Shenzhen Oat Technology Co., Ltd. following the expiration of the third board's term [1][2] - The company has nominated Liu Yan, Zhang Guofeng, and Chen Qingcai as candidates for non-independent directors, and Chen Shou and Zou Haiyan as candidates for independent directors [1][2] - The independent director candidates have obtained the necessary qualifications and have not faced any administrative penalties or sanctions from the China Securities Regulatory Commission [2][3] Group 2 - The election of the new board will be conducted at the first extraordinary general meeting of shareholders in 2025, with voting for non-independent and independent directors to be held separately using a cumulative voting system [2] - The new board will serve a term of three years starting from the date of approval by the shareholders' meeting [2] - The current board has been recognized for its diligence and contributions to the company's development during its term [3] Group 3 - Liu Yan has extensive experience in technology and management, having held various positions in companies such as ZTE Corporation and Oat Technology [4][5] - Zhang Guofeng has a strong background in research and management, previously serving as the executive director and general manager of Oat Technology [5] - Chen Qingcai is an academic with a significant number of publications and patents, contributing to various national research projects [6] - Chen Shou has held several high-level positions in various companies and is currently involved in multiple industry associations [7] - Zou Haiyan has a robust background in finance and accounting, with experience in several prestigious firms and currently serves as an independent director for multiple companies [7]

Core Viewpoint - Shenzhen Oat Technology Co., Ltd. has established a management system to prevent the misuse of company funds by controlling shareholders, actual controllers, and related parties, ensuring the protection of the company's and shareholders' legitimate rights and interests [1][2]. Group 1: Definition and Scope - The management system applies to fund transactions between the company and its controlling shareholders, actual controllers, and related parties, as well as between these entities and subsidiaries included in the company's consolidated financial statements [1]. - The term "fund occupation" includes both operational and non-operational fund occupation, with operational occupation arising from related transactions and non-operational occupation involving payments for wages, benefits, and other expenses on behalf of the controlling shareholders or related parties [2][3]. Group 2: Principles to Prevent Fund Occupation - The company prohibits any fund occupation by controlling shareholders and related parties during operational transactions [4]. - Specific methods of providing funds to controlling shareholders and related parties are restricted, including covering expenses, lending funds, and issuing commercial acceptance bills without real transaction backgrounds [5][6]. Group 3: Measures and Regulations - The board of directors is responsible for approving related transactions, with the finance department tasked with regular checks on non-operational fund transactions to prevent misuse [9][10]. - The internal audit department conducts regular audits to monitor fund occupation situations and ensure compliance with the management system [10][11]. Group 4: Responsibilities and Penalties - If non-operational fund occupation occurs, responsible individuals may face economic penalties, and those causing losses to the company may be liable for compensation [10][11]. - The company will initiate dismissal procedures against directors or senior management who assist or condone the occupation of company assets by controlling shareholders [11].

General Provisions - The management system for the shares held by the directors and senior management of Shenzhen Oat Technology Co., Ltd. is established to strengthen the management of shareholding and changes, in accordance with relevant laws and regulations [1][2] - This system applies to all shares held by the directors and senior management, including those in their credit accounts for margin trading [1] Share Transfer Restrictions - Directors and senior management are prohibited from transferring shares under specific circumstances, such as within one year of the company's stock listing or within six months after leaving the company [2] - Additional restrictions apply if the company is under investigation for securities violations or if the individual is subject to administrative penalties [2] Share Transfer Limits - Directors and senior management can transfer a maximum of 25% of their total shares each year, with exceptions for certain circumstances like judicial enforcement or inheritance [3] - If the number of shares held is less than 1,000, they may transfer all shares at once without restriction [3] Trading Blackouts - There are specific blackout periods during which directors and senior management cannot buy or sell shares, including 15 days before the announcement of annual or semi-annual reports [4][5] - The blackout period also applies to significant events that may affect stock prices [4] Information Disclosure - Directors and senior management must report and disclose their share transfer plans to the stock exchange 15 trading days before selling shares [5] - They are required to disclose any changes in shareholding within two trading days of the occurrence [6][7] Implementation and Amendments - The system takes effect upon approval by the company's board of directors and will be revised as necessary [8] - Any matters not covered by this system will be governed by relevant laws and regulations [8]