证券代码：688343 证券简称：云天励飞 公告编号：2025-043 深圳云天励飞技术股份有限公司 关于召开2025年第二次临时股东大会的通知 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： 一、 召开会议的基本情况 （一） 股东大会类型和届次 2025年第二次临时股东大会 （二） 股东大会召集人：董事会 （三） 投票方式：本次股东大会所采用的表决方式是现场投票和网络投票相结 合的方式 （四） 现场会议召开的日期、时间和地点 召开日期时间：2025 年 7 月 28 日 14 点 00 分 召开地点：广东省深圳市南山区粤海街道深圳湾科技生态园 10 栋 A 座 3 楼 会议室 （五） 网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自2025 年 7 月 28 日 至2025 年 7 月 28 日 股东大会召开日期：2025年7月28日 本次股东大会采用的网络投票系统：上海证券交易所股东大会网络投票 系统 采用上海证券交易所网络投票系统，通过交易系统 ...

证券代码：688343 证券简称：云天励飞 公告编号：2025-037 深圳云天励飞技术股份有限公司 第二届监事会第十四次会议决议公告 本公司监事会及全体监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。 一、监事会会议召开情况 深圳云天励飞技术股份有限公司（以下简称"公司"）第二届监事会第十 四次会议于 2025 年 7 月 11 日在公司会议室以现场方式召开。本次会议通知于 2025 年 7 月 8 日以电子邮件形式送达全体监事。本次会议由监事会主席于凯先 生主持，会议应出席监事 3 名，实际出席监事 3 名。本次会议的召集、召开及 表决程序符合《中华人民共和国公司法》（以下简称"《公司法》"）等法律、 行政法规、规范性文件以及《深圳云天励飞技术股份有限公司章程》（以下简 称"《公司章程》"）的规定，作出的决议合法、有效。 二、监事会会议审议情况 （一）审议通过《关于取消监事会并修订<公司章程>及相关议事规则的议 案》 经审议，监事会同意根据《公司法》、中国证券监督管理委员会（以下简 称"中国证监会"）发布的《上市公司章程指引》等法律、行政 ...

证券代码：688343 证券简称：云天励飞 公告编号：2025-036 深圳云天励飞技术股份有限公司 第二届董事会第十六次会议决议公告 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、准确性和完整性依法承担法律责任。 为《深圳云天励飞技术股份有限公司股东会议事规则》并对其进行修订，对 《深圳云天励飞技术股份有限公司董事会议事规则》进行修订，《深圳云天励 飞技术股份有限公司监事会议事规则》相应废止。 董事会提请股东大会授权公司管理层或其进一步授权的其他人士全权办理 与章程修订相关的工商备案等手续。 表决结果：7 票赞成，0 票反对，0 票弃权。 本议案尚需提交公司股东大会审议。 具体内容详见公司于同日在上海证券交易所网站（www.sse.com.cn）披露 的《关于取消监事会、修订<公司章程>及部分治理制度的公告》。 一、董事会会议召开情况 深圳云天励飞技术股份有限公司（以下简称"公司"）第二届董事会第十 六次会议于 2025 年 7 月 11 日在公司会议室以现场和通讯相结合的方式召开。 本次会议通知于 2025 年 7 月 8 日以电子邮件形式送达全体董 ...

Core Points - The document outlines the independent director working system for Shenzhen Yuntian Lifi Technology Co., Ltd, aiming to enhance corporate governance and the role of independent directors in decision-making and protecting minority shareholders' rights [1][2][3] Group 1: Independent Director Definition and Responsibilities - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [2] - They are obligated to act in good faith and diligence, ensuring the overall interests of the company and protecting the rights of minority shareholders [3][4] - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [4] Group 2: Qualifications and Independence of Independent Directors - Independent directors must maintain independence and cannot be individuals with certain relationships or interests in the company [6][7] - They must possess relevant knowledge and experience, including at least five years in legal, accounting, or economic fields [7][8] - Independent directors are limited to serving on a maximum of three domestic listed companies to ensure they can fulfill their duties effectively [9] Group 3: Nomination and Election Process - Independent director candidates can be proposed by the board, audit committee, or shareholders holding at least 1% of the company's shares [11] - The nomination process requires the consent of the proposed candidates and a thorough review of their qualifications [12][13] - The election of independent directors must follow a cumulative voting system when electing more than one [15] Group 4: Duties and Performance of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [19][20] - They must attend board meetings and can delegate their voting rights if unable to attend [22] - Annual performance reports must be submitted to the shareholders, detailing their attendance and contributions [32] Group 5: Support and Compensation for Independent Directors - The company is required to provide necessary working conditions and support for independent directors to perform their duties [33][34] - Independent directors are entitled to compensation that reflects their responsibilities, which must be approved by the shareholders [39] - The company may establish a liability insurance system for independent directors to mitigate risks associated with their roles [38]

Core Viewpoint - The document outlines the internal audit system of Shenzhen Yuntian Lifeng Technology Co., Ltd., emphasizing the importance of internal control, risk management, and the responsibilities of the internal audit department to ensure compliance and protect investor rights [1][2]. Group 1: Internal Audit Framework - The internal audit is defined as an evaluation activity conducted by internal personnel to assess the effectiveness of internal controls, risk management, and the authenticity of financial information [1]. - The internal audit department is responsible for supervising business activities, risk management, internal controls, and financial information [2]. - The internal audit department must maintain independence and not be under the leadership of the finance department [2][3]. Group 2: Responsibilities and Reporting - The internal audit department has several key responsibilities, including evaluating the completeness and effectiveness of internal control systems and auditing financial data for legality and accuracy [3][4]. - The internal audit department is required to report to the audit committee at least quarterly, detailing the execution of the audit plan and any issues discovered [3][4]. - The audit committee is responsible for guiding the internal audit work and reviewing the internal audit reports submitted by the internal audit department [5][6]. Group 3: Implementation and Evaluation - The internal audit department must submit an annual audit work plan to the audit committee two months before the end of each fiscal year, focusing on significant areas such as external guarantees and related transactions [5][6]. - Internal control evaluations must include assessments of the internal control systems related to financial reporting and information disclosure [6][7]. - The internal audit department is tasked with following up on identified internal control deficiencies and ensuring corrective measures are implemented [6][7]. Group 4: Information Disclosure - The company is required to disclose the annual internal control evaluation report alongside its annual report, including the auditor's verification opinion [7][8]. - The internal control evaluation report must cover various aspects, including the board's declaration of the report's authenticity and the status of previous deficiencies [7][8]. Group 5: Supervision and Management - The company will recognize and reward internal audit personnel who perform well, while those who neglect their duties or breach confidentiality will face disciplinary actions [8]. - Any significant issues found in the internal audit work will lead to accountability measures against responsible individuals, potentially including criminal prosecution if warranted [8].

General Overview - Shenzhen Intellifusion Technologies Co., Ltd. was established as a joint-stock company based on the net asset value of Shenzhen Intellifusion Technologies Co., Ltd. and registered with the Shenzhen Market Supervision Administration [1][2] - The company received approval from the China Securities Regulatory Commission for public offering and listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on April 4, 2023, with an initial public offering of 88.783 million shares [1][3] Company Structure - The registered capital of the company is RMB 355.13372 million [2][3] - The company is a permanent joint-stock company, and its legal representative is the chairman [2][3] - The company is responsible for its debts with all its assets, while shareholders are liable only to the extent of their subscribed shares [3][4] Business Objectives and Scope - The company's business objective is to become a global leader in AI inference chips, providing computational power support for the widespread application of artificial intelligence [4] - The business scope includes technology development, consulting, and services in various fields such as information technology, biotechnology, and chip design and production [4][5] Share Issuance and Management - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice [5][6] - The total number of shares issued by the company is 355,133,720, all of which are ordinary shares [7][8] - The company has regulations in place regarding the increase, decrease, and repurchase of shares, ensuring compliance with legal requirements [8][9] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company governance, as well as obligations to comply with laws and the company's articles of association [13][14] - The company has provisions for shareholders to request information and participate in decision-making processes, ensuring transparency and accountability [15][16] Governance and Decision-Making - The company’s governance structure includes a board of directors and a shareholder meeting, which are responsible for major decisions such as profit distribution and capital changes [20][21] - The company has established rules for convening shareholder meetings, including the requirement for a certain percentage of shares to be represented for decisions to be valid [28][29] Compliance and Legal Framework - The company operates under the regulations of the Company Law and Securities Law of the People's Republic of China, ensuring legal compliance in its operations [1][3] - The articles of association serve as a binding document for the company, shareholders, and management, outlining rights and responsibilities [3][4]

Core Viewpoint - Shenzhen Yuntian Lifa Technology Co., Ltd. has revised its Articles of Association and governance systems applicable after the issuance of H shares, including the cancellation of the supervisory board, with the audit committee of the board taking over its responsibilities [1][2][5]. Group 1: Revision of Articles of Association and Governance Rules - The company held its 16th meeting of the second board on July 11, 2025, where it approved the proposal to cancel the supervisory board and amend the Articles of Association and related rules [1][2]. - The revised Articles of Association and governance rules are based on the requirements of the Company Law, Securities Law, and relevant regulations from the China Securities Regulatory Commission and the Hong Kong Stock Exchange [2][4]. - The amendments will be submitted for approval at the shareholders' meeting, and the board is authorized to make further adjustments as necessary [3][4]. Group 2: Internal Governance System Revisions - The company has revised several internal governance systems, including the Independent Director Work System and the Related Party Transaction Decision-Making System, due to the cancellation of the supervisory board [5][6]. - These revised systems will also be submitted for approval at the shareholders' meeting, and the board is authorized to make necessary adjustments based on legal and regulatory requirements [6][7]. - The revised governance documents will take effect upon the company's H share listing [7].

Core Points - The document outlines the procedures and requirements for Shenzhen Yuntian Lifi Technology Co., Ltd. to select and appoint accounting firms, ensuring the protection of shareholder interests and the quality of financial information [1][2][3] Group 1: Selection Process - The selection of accounting firms must be approved by the audit committee and submitted to the board of directors for shareholder approval [1][2] - The audit committee is responsible for overseeing the selection process and ensuring compliance with relevant laws and regulations [3][4] - Various methods such as competitive negotiation, public bidding, and invitation bidding can be used for the selection process to ensure fairness [4][5] Group 2: Qualifications and Requirements - Selected accounting firms must possess necessary qualifications as per national regulations and have relevant experience in auditing listed companies [2][6] - The firms must maintain a good reputation and have no criminal penalties related to securities and futures violations in the past three years [2][6] - Confidentiality regarding company information and trade secrets is mandatory for the selected accounting firms [2][6] Group 3: Evaluation Criteria - The evaluation of accounting firms will consider factors such as audit fees, qualifications, past performance, and quality management systems [6][7] - Quality management level will have a weight of no less than 40% in the evaluation, while audit fees will not exceed 15% [7][8] - The average audit fee of all compliant firms will serve as the benchmark for scoring [7] Group 4: Reporting and Disclosure - The company must disclose information regarding the appointed accounting firm, including service duration and audit fees in its annual report [9][10] - Any significant changes in audit fees or the appointment of a new accounting firm must be reported, including reasons for the change [10][11] Group 5: Compliance and Governance - The company is required to maintain proper documentation of the selection process for at least 10 years [8][9] - The audit committee must remain vigilant regarding any changes in the accounting firm, especially if there are multiple changes within a year or significant fluctuations in audit fees [10][11]

Core Points - The document outlines the information disclosure management system for Shenzhen Yuntian Lifeng Technology Co., Ltd, focusing on the rules for deferring and exempting disclosures [1][2] - The company must ensure that all disclosures are truthful, accurate, complete, timely, and fair, avoiding any misuse of deferral or exemption to mislead investors [1][2] Group 1: General Provisions - The company and other obligated parties must adhere to the relevant laws and regulations regarding information disclosure, including the Securities Law of the People's Republic of China and the rules set by the China Securities Regulatory Commission [1] - The system is designed to manage the deferral and exemption of disclosures in accordance with the actual circumstances of the company [1] Group 2: Scope and Methods of Disclosure Deferral and Exemption - Disclosure can be deferred or exempted if there is sufficient evidence that the information involves state secrets or could violate confidentiality regulations [2][3] - The company has an obligation to protect state secrets and must not disclose sensitive information through any means, including investor interactions or media releases [2][3] Group 3: Approval and Registration of Disclosure Deferral and Exemption - The company must carefully determine the matters for deferral or exemption and follow internal review procedures before implementation [4] - Specific information regarding the deferral or exemption must be documented, including the type of information and the internal review process [4][5] Group 4: Reporting and Documentation - The company is required to submit relevant registration materials to the local securities regulatory authority and the Shanghai Stock Exchange within ten days after the announcement of periodic reports [5] - The documentation must include details about the deferral or exemption, such as the type of report and the reasons for the decision [5]

Core Points - The document outlines the rules for the board of directors of Shenzhen Yuntian Lifeng Technology Co., Ltd, aiming to clarify responsibilities, decision-making processes, and ensure effective governance [1][2][3] Group 1: General Provisions - The board of directors is established according to the law and is responsible for making operational decisions for the company [1] - The rules are applicable to all directors, the board secretary, and other relevant personnel [1] Group 2: Meeting Convening, Proposals, and Notifications - The board must hold at least four regular meetings annually, with written notice sent to all directors 14 days in advance [2] - Temporary meetings can be convened under specific circumstances, such as a proposal from shareholders holding more than 10% of voting rights [2][3] - Proposals for temporary meetings must be submitted in writing and include relevant materials [2][3] Group 3: Meeting Procedures - Meetings can be held in person or via electronic means, ensuring all directors can communicate effectively [5][6] - A quorum requires the presence of more than half of the directors [6] - Directors must report any conflicts of interest and cannot vote on matters related to their interests [6][7] Group 4: Voting and Resolutions - Resolutions are passed by a majority of directors present, with specific rules for different types of decisions [12][13] - Independent directors must provide reasons for dissenting votes, which will be disclosed in the meeting records [11][12] Group 5: Announcement and Execution of Resolutions - The board secretary is responsible for announcing resolutions in accordance with regulatory requirements [35] - The chairman must ensure the implementation of board resolutions and report on their status in future meetings [36] Group 6: Miscellaneous Provisions - The rules serve as an attachment to the company's articles of association and will take effect upon approval by the shareholders [40][42] - Any unresolved matters will be governed by relevant laws and regulations [37]