证券代码：688395 证券简称：正弦电气 公告编号：2025-036 深圳市正弦电气股份有限公司 2025年第二次临时股东大会决议公告 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： 本次会议是否有被否决议案：无 一、 会议召开和出席情况 （一） 股东大会召开的时间：2025 年 7 月 24 日 （三） 出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东及 其持有表决权数量的情况： | 1、出席会议的股东和代理人人数 | 29 | | --- | --- | | 普通股股东人数 | 29 | | 2、出席会议的股东所持有的表决权数量 | 54,608,047 | | 普通股股东所持有表决权数量 | 54,608,047 | | 3、出席会议的股东所持有表决权数量占公司表决权数量的比 | 63.0594 | | 例（%） | | | 普通股股东所持有表决权数量占公司表决权数量的比例（%） | 63.0594 | （四） 表决方式是否符合《公司法》及公司章程的规定，大会主持情况等。 本次股东大会采用 ...

Group 1 - The company is holding its second extraordinary general meeting of shareholders in 2025 on July 24, 2025, at 14:30, at a specified location in Shenzhen [6] - The meeting will combine on-site voting and online voting, with specific time slots for each voting method [5][6] - The agenda includes the cancellation of the supervisory board and amendments to the company's articles of association, which have been approved by the board and supervisory board [7][10] Group 2 - The company plans to cancel the supervisory board, transferring its responsibilities to the audit committee of the board, and will amend relevant articles in the articles of association accordingly [7] - The company will seek authorization from the shareholders to handle the necessary business registration changes following the cancellation of the supervisory board [7] - The company intends to establish and revise several governance systems, with eight sub-proposals for shareholder review [8][9]

证券代码：688395 证券简称：正弦电气 深圳市正弦电气股份有限公司 2025 年第二次临时股东大会会议资料 深圳市正弦电气股份有限公司 2025 年第二次临时股东大会会议资料 2025 年 7 月 1 深圳市正弦电气股份有限公司 2025 年第二次临时股东大会会议资料 深圳市正弦电气股份有限公司 2025 年第二次临时股东大会会议资料目录 | 2025 年第二次临时股东大会会议须知 3 | | --- | | 2025 年第二次临时股东大会会议议程 5 | | 2025 年第二次临时股东大会会议议案 7 | | 议案一：《关于取消监事会、修订<公司章程>并办理工商变更登记的议案》 7 | | 议案二：《关于制定和修订部分治理制度的议案》 8 | | 议案三：《关于调整部分董事 2025 年度薪酬方案的议案》 9 | 2 一、为确认出席股东大会的股东或其代理人或其他出席者的出席资格，会议 工作人员将对出席会议者的身份进行必要的核对工作，请被核对者给予配合。 二、为保证本次大会的严肃性和正常秩序，切实维护与会股东（或股东代理 人）的合法权益，除出席会议的股东（或股东代理人）、公司董事、监事、高级 管理人员、见 ...

Core Viewpoint - The company plans to cancel its supervisory board and amend its articles of association, transferring the supervisory functions to the audit committee of the board of directors, pending approval from the shareholders' meeting [1][2]. Summary by Sections Cancellation of Supervisory Board - The company intends to abolish the supervisory board in accordance with the latest regulations of the Company Law and relevant stock exchange rules, with the audit committee taking over the supervisory responsibilities [1][2]. Amendments to Articles of Association - The amendments aim to enhance the company's operational standards, aligning with the Company Law and other regulatory guidelines. Key changes include: - The first article now emphasizes the protection of the rights of the company, shareholders, and creditors [2]. - The role of the chairman as the legal representative of the company is clarified, including the process for appointing a new representative upon resignation [3]. - The company's operational purpose has been updated to focus on customer value and mutual growth [4]. - The scope of business activities has been refined to include technology development and sales of automation products, with specific exclusions for restricted items [5]. - The issuance of shares will adhere to principles of fairness and equality, ensuring all shares of the same class have equal rights [6]. - Provisions regarding the company's ability to provide financial assistance for share acquisition have been adjusted, limiting such assistance to 10% of the total issued capital [7]. - The company’s capital increase methods have been specified, including public and private offerings [8].

General Information - Shenzhen SINE Electric Co., Ltd. was established as a joint-stock company based on the audited net assets of Shenzhen SINE Electric Co., Ltd. and registered with the Shenzhen Market Supervision Administration [2] - The company was approved by the Shanghai Stock Exchange to issue 21.5 million shares of ordinary stock to the public on March 16, 2021, and was listed on the Sci-Tech Innovation Board on April 29, 2021 [2][3] - The registered capital of the company is RMB 86.59772 million [2] Company Structure - The company is a permanent joint-stock company, with the chairman serving as the legal representative [3] - The legal representative's civil activities conducted in the name of the company will have legal consequences borne by the company [3] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [3] Business Objectives and Scope - The company's business objective is customer-centric, aiming for simultaneous growth in its own value and that of its customers [4] - The business scope includes the development, production, sales, and technical maintenance of variable frequency drives and servo systems, as well as electrical automation products [4] Share Issuance and Structure - The company's shares are issued in the form of stocks, with all shares of the same category having equal rights [6] - The total number of shares issued by the company is 86.59772 million, all of which are ordinary shares [6] - The company cannot provide financial assistance for others to acquire its shares, except for employee stock ownership plans [6][7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, supervision of company operations, and access to company documents [12] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [17] - Shareholders abusing their rights to the detriment of the company or other shareholders will be liable for damages [17] Governance and Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the previous fiscal year [50] - The board of directors is responsible for convening shareholder meetings and must ensure compliance with legal and regulatory requirements [54] - Shareholder proposals must be submitted in writing and can be made by shareholders holding at least 1% of the company's shares [60] Voting and Resolutions - Resolutions can be classified as ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [81][83] - Certain significant matters, such as capital increases or decreases, mergers, and amendments to the articles of association, require special resolutions [83]

Core Points - The article outlines the implementation details of the cumulative voting system for Shenzhen Zhengxian Electric Co., Ltd, aimed at enhancing corporate governance and protecting minority shareholders' interests [2][8] - The cumulative voting system allows shareholders to allocate their voting rights across multiple candidates when electing two or more directors, providing flexibility in how votes are cast [3][5] - The nomination process for directors includes requirements for qualifications and procedures for both independent and non-independent directors, ensuring transparency and accountability [4][6] Summary by Sections General Principles - The implementation details are established to regulate the election of directors and maintain the interests of minority investors [2] - Cumulative voting is mandated when electing two or more directors, allowing shareholders to concentrate or distribute their votes [3] Nomination of Director Candidates - Candidates must meet the qualifications set forth by relevant laws and regulations [5] - The nomination process involves recommendations from the board's nomination committee and allows shareholders with over 1% voting rights to propose candidates [3][4] Voting Principles of Cumulative Voting - The voting process requires clear communication to shareholders about the cumulative voting method and the necessary voting materials [5][6] - Each shareholder's voting power is calculated based on their shares multiplied by the number of directors to be elected [5] Election Principles for Directors - Directors are elected based on the total votes received, with a requirement that each elected director must receive more than half of the valid votes cast [6][7] - If the number of elected directors is less than required, a second round of elections will be held to fill the vacancies [7] Additional Provisions - The implementation details will take effect after approval by the shareholders' meeting and will be interpreted by the board of directors [8]

Core Viewpoint - The document outlines the management system for related party transactions of Shenzhen Zengxian Electric Co., Ltd, aiming to ensure the legality, fairness, and reasonableness of such transactions, thereby protecting the rights and interests of shareholders, especially minority shareholders [1][2]. Group 1: Definition and Scope of Related Party Transactions - Related party transactions refer to transactions between the company and its related parties, which may involve the transfer of resources or obligations [1][2]. - The company must adhere to principles of honesty, equality, voluntariness, fairness, openness, and impartiality in related party transactions [1][3]. - Related parties include individuals or entities that have significant influence or control over the company, such as shareholders holding more than 5% of shares, directors, and senior management [1][4]. Group 2: Internal Control and Approval Process - The company must maintain a list of related parties and ensure it is updated regularly to reflect accurate relationships [2][4]. - Related party transactions require approval from independent directors and must be disclosed to the board for review [4][5]. - Transactions exceeding certain thresholds (e.g., RMB 30,000 for individuals, RMB 1,000,000 for entities) must undergo specific approval processes and may require independent evaluations [5][14]. Group 3: Pricing and Disclosure Requirements - Related party transactions should be conducted at prices that do not deviate from market standards, and the pricing basis must be disclosed [10][14]. - The company is required to disclose details of related party transactions in its annual and semi-annual reports, including transaction amounts and the nature of the relationships involved [23][24]. - For significant transactions (e.g., over RMB 3,000,000), the company must obtain evaluations or audits from qualified intermediaries [14][15]. Group 4: Preventive Measures and Responsibilities - The company must implement measures to prevent the misuse of funds or assets by related parties [13][19]. - Independent directors are responsible for monitoring transactions and ensuring that the company is not adversely affected by related party dealings [13][18]. - In cases of potential losses due to related party transactions, the board must take protective actions, including legal measures [19][20].

Core Points - The document outlines the rules and regulations governing the shareholders' meetings of Shenzhen Zhengxian Electric Co., Ltd, ensuring compliance with relevant laws and protecting shareholders' rights [1][2][3] Group 1: General Provisions - The rules aim to clarify the responsibilities and powers of the shareholders' meeting, standardize its organization and behavior, and ensure the legality and effectiveness of the meeting procedures and resolutions [1] - The company must strictly adhere to laws, regulations, and its articles of association when convening shareholders' meetings [2] Group 2: Types of Shareholders' Meetings - Shareholders' meetings are categorized into annual and temporary meetings, with annual meetings required to be held within six months after the end of the previous fiscal year [2] - Temporary meetings must be convened within two months of the occurrence of events that necessitate such meetings [2] Group 3: Legal Opinions and Procedures - The company must hire a lawyer to provide legal opinions on the legality of the meeting's convening, the qualifications of attendees, and the validity of voting procedures [2][3] - The board of directors is responsible for timely organizing the shareholders' meetings and must respond to requests for temporary meetings from independent directors or shareholders holding over 10% of shares within ten days [3][5] Group 4: Proposals and Notifications - Proposals for the shareholders' meeting must fall within the scope of the meeting's authority and be clearly defined [6] - Shareholders holding at least 1% of shares can submit temporary proposals, which must be announced in advance [6][7] Group 5: Meeting Conduct and Voting - The shareholders' meeting must be held at the company's registered address or a location specified in the articles of association, and it should allow for both in-person and proxy attendance [8][9] - Voting procedures must be clearly outlined in the meeting notification, and all shareholders have the right to attend and vote [8][9] Group 6: Meeting Records and Announcements - Meeting records must include details such as the time, location, agenda, and attendance, and must be preserved for at least ten years [14] - Resolutions passed at the meeting must be announced promptly, detailing the number of attendees and the voting results [40][41]

Group 1 - The company held its 10th meeting of the 5th Supervisory Board on July 8, 2025, with all three supervisors present, complying with relevant laws and regulations [1][2] - The Supervisory Board approved a resolution to cancel the Supervisory Board and allow the Audit Committee of the Board to assume its responsibilities, with corresponding amendments to the company's articles of association [1][2] - The resolution received unanimous approval with 3 votes in favor, and it will be submitted to the shareholders' meeting for further review [2]

Meeting Information - The shareholders' meeting is scheduled for July 24, 2025 [1][3] - The meeting will be held at the R&D Center located at 5 Runzhi Road, Bao'an District, Shenzhen [1][5] - Voting will be conducted through both on-site and online methods [1][2] Voting Procedures - The online voting system will be the Shanghai Stock Exchange's platform, available from 9:15 AM to 3:00 PM on the meeting day [1][2] - Shareholders must complete identity verification to vote online for the first time [2][3] Agenda Items - The main agenda includes a proposal to cancel the supervisory board and amend the company's articles of association [2][10] - The proposal has been approved by the company's board and supervisory board prior to the meeting [2][10] Shareholder Participation - Shareholders must be registered by the close of trading on July 18, 2025, to attend the meeting [4] - Shareholders can appoint proxies to attend and vote on their behalf [5][6] Contact Information - The contact person for the meeting is Zou Min, located at the same address as the meeting venue [6]