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]

（草案） 第一章 总 则 深圳云天励飞技术股份有限公司 董事会议事规则 第一条 为进一步明确深圳云天励飞技术股份有限公司（以下简称"公 司"）董事会的职责权限，规范董事会的议事方式和决策程序，确保公司董 事会及董事忠实、高效地履行职责，提高董事会规范运作和科学决策水平， 根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人民 共和国证券法》、中国证券监督管理委员会颁布的《上市公司独立董事管理 办法》《上市公司治理准则》、上海证券交易所发布的《上海证券交易所科 创板股票上市规则》、《香港联合交易所有限公司证券上市规则》等相关法 律、行政法规、公司股票上市地证券监管规则以及《深圳云天励飞技术股份 有限公司章程》（以下简称"《公司章程》）的相关规定，结合公司实际情 况，特制定本规则。 第二条 公司依法设立董事会。董事会是公司的经营决策机构，对股东 会负责，行使法律、行政法规、部门规章、公司股票上市地证券监管规则、 《公司章程》及股东会授予的职权。 （一）代表十分之一以上表决权的股东提议时； 第六条 按照本规则第五条规定提议召开董事会临时会议的，应当通过 董事会秘书或者直接向董事长提交经提议人签字（盖章） ...

Core Viewpoint - The document outlines the regulations and procedures for related party transactions of Shenzhen Yuntian Lifeng Technology Co., Ltd, ensuring fairness, legality, and transparency in such transactions [2][3][4]. Group 1: Related Party Transactions - The company must ensure the legality, necessity, reasonableness, and fairness of related party transactions, maintaining its independence and not using these transactions to manipulate financial indicators [3][4]. - Related parties include individuals or entities that have significant control or ownership in the company, such as shareholders with over 5% ownership, directors, and their close family members [4][5]. - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed promptly [7][8]. Group 2: Approval and Disclosure Procedures - Transactions with related parties that meet specific financial thresholds must be approved by a majority of independent directors and subsequently reviewed by the board of directors [8][9]. - Related party transactions that do not meet the approval thresholds can be approved by the company's general manager [6][8]. - The company must maintain an updated list of related parties and disclose any changes to the stock exchange [5][6]. Group 3: Exemptions and Special Cases - Certain transactions, such as cash subscriptions for public offerings or receiving dividends, are exempt from the related party transaction approval process [12]. - The company is prohibited from providing financial assistance to related parties, except under specific conditions where equal financial support is provided by other shareholders [11][12]. - Related party transactions must be disclosed in annual and semi-annual reports, and agreements lasting over three years require re-evaluation every three years [13][14].

Core Viewpoint - The document outlines the external investment management system of Shenzhen Yuntian Lifei Technology Co., Ltd., emphasizing the need for compliance with relevant laws and regulations while ensuring effective risk control and resource allocation in investment activities [1][2]. Group 1: General Principles - The external investment management should align with the company's development strategy, optimize resource allocation, and create good economic benefits [2]. - Investments involving raised funds must comply with the company's articles of association and fundraising management system [2]. - Related party transactions in external investments must adhere to the company's articles of association and related transaction decision-making system [2]. Group 2: Approval Authority - The company implements a professional management and hierarchical approval system for external investments [3]. - Certain investment matters must be submitted to the board of directors for review and timely disclosure if they meet specified thresholds, such as asset total exceeding 10% of the latest audited total assets [3][4]. - Investment matters requiring shareholder approval include those where the asset total exceeds 50% of the latest audited total assets [4]. Group 3: Organizational Management - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and general manager, each operating within their authority [5]. - The board's strategic committee is responsible for evaluating major investment projects, including feasibility and risk assessments [5]. - The capital department manages external investments, including project evaluation and post-implementation assessment [5]. Group 4: Investment Management - After approval, authorized departments or personnel implement the investment plan and must not pay investment funds or transfer assets before signing contracts [6]. - The company may send representatives to the invested entity for tracking management and must report any anomalies to the chairman or general manager [6]. - Periodic management and evaluation of investment projects are required, with reports submitted to the general manager and board of directors [6]. Group 5: Disposal of Investments - The company may dispose of investments under specific circumstances, such as the investment project reaching its operational term or facing bankruptcy [7]. - The capital department leads the analysis and justification for any proposed disposals, ensuring compliance with legal regulations [7]. - The approval authority for disposing of investments is the same as for implementing investments [7]. Group 6: Information Disclosure - The company must fulfill information disclosure obligations according to relevant laws and internal regulations regarding external investments [8]. - All personnel with knowledge of undisclosed investment matters are bound by confidentiality obligations [8]. - Subsidiaries must provide accurate and timely information to the company for compliance with disclosure requirements [8].