深圳云天励飞技术股份有限公司 2025 年第二次临时股东大会会议资料 股票简称：云天励飞 股票代码：688343 2025 年 7 月 深圳云天励飞技术股份有限公司 2025 年第二次临时股东大会会议资料 深圳云天励飞技术股份有限公司 2025 年第二次临时股东大会 会议资料 目 录 | 目 | 录 | 1 | | --- | --- | --- | | 2025 | 年第二次临时股东大会会议须知 2 | | | 2025 | 年第二次临时股东大会会议议程 4 | | | 议案一 | 关于取消监事会并修订《公司章程》及相关议事规则的议案 | 6 | | 议案二 | 关于修订公司部分内部治理制度的议案 7 | | | 议案三 | 关于公司发行 H 股股票并在香港联合交易所有限公司主板上市的议案 | 8 | | 议案四 | 关于公司发行 H 股股票并在香港联合交易所有限公司主板上市方案的议 | | | | 案 | 9 | | 议案五 | 关于公司转为境外募集股份有限公司的议案 12 | | | 议案六 | 关于公司发行 H 股股票募集资金使用计划的议案 13 | | | 议案七 | 关于公司发行 股股票并上市决议 ...

Core Viewpoint - The AI sector continues to show strong growth, with significant demand for computing power, and the market is currently observing fluctuations due to short-term price increases and tariff issues in the U.S. [4] Group 1: Market Performance - As of July 16, 2025, the Shanghai Stock Exchange Sci-Tech Innovation Board Artificial Intelligence Index (950180) rose by 1.58%, with notable increases in stocks such as Cambricon (688256) up 6.76%, Foxit Software (688095) up 6.27%, and Yuntian Lifeng (688343) up 5.06% [3] - The Sci-Tech AI ETF (588790) experienced a mid-day increase of over 2%, currently up 1.37%, marking a potential four-day consecutive rise [3] - The latest size of the Sci-Tech AI ETF reached 4.707 billion yuan, a record high since its inception, ranking first among comparable funds [4] Group 2: Fund Performance - The Sci-Tech AI ETF's net value increased by 10.55% over the past six months, ranking first among comparable funds [5] - The fund's highest single-month return since inception was 15.59%, with an average monthly return of 9.71% during rising months [5] - The fund's management fee is 0.50% and the custody fee is 0.10%, which are relatively low compared to comparable funds [5] Group 3: Investment Trends - The fund has seen a net inflow of 1.78 billion yuan recently, with three out of the last five trading days showing net inflows totaling 196 million yuan [4] - Leverage funds are increasingly being allocated to the Sci-Tech AI ETF, with a net purchase amount of 17.9721 million yuan this month [4] - The index tracked by the Sci-Tech AI ETF is currently valued at a historical low, with a price-to-book ratio (PB) of 7.71, below 85.29% of the time since the index's inception, indicating strong valuation attractiveness [5][6]

Group 1 - The core viewpoint of the news is that companies are actively engaging in share buyback and employee stock ownership plans to enhance investor confidence and align management interests with shareholders [1][2]. - Shenzhen Overseas Chinese Town Holdings Company plans to increase its stake in Huaqiang City A by investing between 111 million and 220 million RMB within six months, currently holding 48.78% of the total shares [1]. - Chengyi Pharmaceutical announced an employee stock ownership plan for 2025, targeting to raise up to 48.2864 million RMB, with a share price set at 5.02 RMB per share, covering up to 228 employees [1][2]. Group 2 - The employee stock ownership plan has performance targets for revenue and net profit from 2025 to 2027, with growth rates set at 30%, 55%, and 85% for revenue, and 35%, 65%, and 100% for net profit [2]. - Several companies have announced plans for share reductions by executives and major shareholders, including Jinzheng Co., which plans to reduce up to 28.8 million shares, equivalent to approximately 568 million RMB [3][4][5]. - The reduction plans are set to commence from July 15, indicating a trend of liquidity events in the market as companies adjust their shareholder structures [7][8].

Group 1: Company Achievements - Yushu Technology from Hangzhou, China, received the Global Award from the World Intellectual Property Organization for its advanced robotics technology [1] - The company is recognized as a national high-tech certification enterprise and a national-level specialized "little giant" enterprise, as well as an internationally acknowledged unicorn [1] Group 2: Innovation and Technology - Yushu Technology focuses on the independent research and development of key components for robots, such as motors and reducers, and has built a complete robot manufacturing system, reducing costs while enhancing functionality [2] - The company holds approximately 200 patents, including around 50 PCT international patent applications, showcasing its ambition for global technological layout [2] Group 3: Industry Trends - Chinese unicorn companies are gaining attention as exemplars of innovation-driven development amid global economic transformation and technological revolution [2] - The AI revolution is likened to the electricity revolution, with AI inference chips being crucial for the practical application of AI technologies [3]

Group 1 - The Shanghai Stock Exchange has officially released the "Self-Regulatory Guidelines for Listed Companies on the Sci-Tech Innovation Board No. 5 - Sci-Tech Growth Tier," enhancing the inclusiveness and adaptability of the Sci-Tech Innovation Board to better serve technological innovation and new productivity development [1][2] - The new policies are expected to guide capital towards national strategic needs, promoting a virtuous cycle of "technology-industry-finance" and solidifying the foundation for new productivity development [1][2] - The establishment of the Sci-Tech Growth Tier targets high-potential companies that have not yet reached profitability, providing them with a dedicated capital channel to accelerate core technology breakthroughs and industrialization processes [2][5] Group 2 - The reforms are anticipated to significantly enhance the attractiveness of the Sci-Tech Innovation Board for quality companies and long-term capital, providing more precise funding support and resource allocation for technological innovation enterprises [4] - The introduction of the "1+6" policy is seen as a major upgrade to the Sci-Tech Innovation Board's system, improving its inclusiveness for long-cycle, high-investment fields such as artificial intelligence and innovative pharmaceuticals [5] - Recent data indicates that nearly 86% of listed companies on the Sci-Tech Innovation Board have received support from private equity and venture capital, reflecting a shift in investment focus towards hard technology [5]

Core Viewpoint - The implementation of the "1+6" supporting rules for the Sci-Tech Innovation Board marks a significant step in enhancing the inclusivity and attractiveness of China's capital market for technology innovation enterprises [1] Group 1: Regulatory Developments - The Shanghai Stock Exchange officially released several guidelines, including the "Guidelines for Self-Regulatory Supervision of Sci-Tech Innovation Board Listed Companies No. 5 - Sci-Tech Growth Layer" and the "Pre-Review Guidelines" [1] - New guidelines were introduced to define the criteria for recognizing seasoned professional institutional investors, focusing on investment experience, compliance operations, investment duration, shareholding scale, and independence [1] Group 2: Market Impact - The establishment of the "Sci-Tech Growth Layer" is seen as a move to meet the investment needs of different risk appetite investors, thereby enriching the market structure of the Sci-Tech Innovation Board [1] - The new policies are expected to guide capital towards areas aligned with national strategic needs, promoting a virtuous cycle of "technology-industry-finance" [1]

Core Viewpoint - The establishment of the "Science and Technology Innovation Growth Layer" and its accompanying reforms marks a new phase in China's capital market, enhancing support for technology innovation enterprises and improving market inclusivity and attractiveness [2][5]. Group 1: Policy Implementation - The Shanghai Stock Exchange has officially released the "Guidelines for Self-Regulatory Supervision of Listed Companies in the Science and Technology Innovation Board - Growth Layer" and other related rules, detailing the recognition standards for professional institutional investors and the pre-review mechanism [1][2]. - The "Science and Technology Innovation Growth Layer" aims to serve technology companies that have significant breakthroughs but are currently unprofitable, with 32 existing unprofitable companies set to enter this layer [3][4]. Group 2: Investor Participation - The reforms do not impose additional trading thresholds for individual investors in the growth layer, maintaining the existing requirement of 500,000 yuan in assets and two years of investment experience [5][6]. - The introduction of the "U" designation for unprofitable companies in the growth layer will help investors distinguish between existing and newly registered stocks [3][5]. Group 3: Risk Management and Disclosure - The guidelines emphasize risk-oriented information disclosure, requiring growth layer companies to adequately disclose risks related to unprofitability and technology development in their annual reports and announcements [4][8]. - The introduction of the "Senior Professional Institutional Investor" system aims to enhance the credibility of companies by involving reputable investment institutions in the review process [7][9]. Group 4: Pre-Review Mechanism - The new pre-review mechanism allows technology companies to manage sensitive information before formal IPO applications, reducing the risk of early disclosure impacting their competitive position [11][12]. - Companies applying for pre-review must justify the necessity of the request, and the Shanghai Stock Exchange will ensure compliance with established rules during the review process [12][13].

Group 1 - The Shanghai Stock Exchange has released the "Self-Regulatory Supervision Guidelines for Companies Listed on the Sci-Tech Innovation Board No. 5 - Sci-Tech Growth Tier" [1] - The reform does not impose additional listing thresholds for unprofitable companies entering the Sci-Tech Growth Tier, allowing 32 existing unprofitable companies to enter immediately upon the guideline's implementation [1] - Newly registered unprofitable companies will enter the Sci-Tech Growth Tier from the date of their listing [1] Group 2 - Investors participating in the subscription and trading of newly registered stocks in the Sci-Tech Growth Tier must sign a "Risk Disclosure Statement for the Sci-Tech Growth Tier" [2] - The 32 existing companies that have not yet removed the "U" designation include: Zejing Pharmaceutical, Junshi Biosciences, Frontier Biotech, Qingyun Technology, Hehui Optoelectronics, Jingjin Electric, BeiGene, Dize Pharmaceutical, Maiwei Biotech, Aojie Technology, Yuhong Pharmaceutical, Shouyao Holdings, Haichuang Pharmaceutical, CloudWalk Technology, Yifang Biotech, Obsidian Optics, Mengke Pharmaceutical, Nuo Cheng Jianhua, Xinke Mobile, Xinghuan Technology, Yutai Micro, Yuntian Lifa, Tianzhihang, Qi Anxin, Hanwujin, Yihua Tong, Aifute, Huizhiwei, Xinlian Integrated, Zhixiang Jintai, Shengke Communication, and Zhongjuxin [2]

Group 1 - The core theme of the "AI for Good" forum was the development direction of AI chips, with a focus on making technology accessible globally [1] - Dr. Chen Ning, CEO of Yuntian Lifei, emphasized the importance of AI inference chips in achieving widespread technological benefits and addressing global challenges [1][9] - Yuntian Lifei has developed the DeepEdge10 chip platform, which includes four chips with computing power ranging from 8T to 256T, catering to various performance needs [3][4] Group 2 - The company has launched a series of AI inference products that cover cloud, edge, and terminal applications, supporting various industries such as smart cities and intelligent computing [4][6] - Yuntian Lifei's innovative architecture, "Computing Power Building Blocks," enhances chip adaptability for different scenarios, expanding the application space for domestic chips [5] - The company has made significant contributions to AI chip applications, including deploying AI models in government services and public transportation systems [6] Group 3 - Dr. Chen Ning has been recognized for his contributions to the field, leading Yuntian Lifei to win multiple prestigious awards in AI technology [7] - The company actively participates in the formulation of industry standards, having contributed to over 60 standards in AI and chip technology [8] - Yuntian Lifei has over 1,000 authorized patents, including more than 700 invention patents, showcasing its innovation capabilities [8]

Group 1 - The company held its 16th meeting of the second board of directors on July 11, 2025, with all seven directors present, and the meeting was conducted in accordance with legal and regulatory requirements [2][4] - The board approved the proposal to abolish the supervisory board, transferring its powers to the audit committee of the board, and revised the company’s articles of association accordingly [3][5] - The board proposed to authorize the management to handle the necessary business registration related to the amendments to the articles of association [3][5] Group 2 - The board approved the proposal for the company to issue H-shares and list them on the Hong Kong Stock Exchange to enhance competitiveness and utilize international capital markets [8][11] - The specific plan for the H-share issuance includes listing on the main board of the Hong Kong Stock Exchange, with shares having a par value of RMB 1.00 [13][15] - The issuance will be conducted through public offerings in Hong Kong and international placements, with a maximum of 15% of the total share capital available for issuance [19][22] Group 3 - The board agreed on the use of proceeds from the H-share issuance for research and development of AI-related technologies, expanding product applications, and general corporate purposes [34][36] - The board proposed that the resolutions related to the H-share issuance will remain valid for 24 months from the date of approval by the shareholders' meeting [38][56] - The board approved the establishment of a confidentiality and archival management system related to the overseas issuance of securities [68][69] Group 4 - The company appointed Tianzhi Hong Kong Certified Public Accountants as the auditing firm for the H-share issuance and subsequent annual audits [70][73] - The board proposed to authorize the management to negotiate the audit fees with the appointed auditing firm [71]