Investment Rating - The report maintains a "Buy" rating for the company [2][5]. Core Views - The company achieved a revenue of 4.84 billion in 2023, representing a year-on-year growth of 12.39%, with a net profit of 563 million, up 68.80% year-on-year [2]. - The company is expected to continue its strong growth trajectory, with projected revenues of 5.90 billion, 7.18 billion, and 8.72 billion for 2024, 2025, and 2026 respectively, reflecting a compound annual growth rate (CAGR) of 24% [2]. - The company’s dual business model, focusing on hardware and cloud services, is showing significant advantages, with a rapid expansion in user base and revenue from both B2B and B2C segments [2]. Financial Performance Summary - In 2023, the company reported a revenue of 48.40 billion, with a net profit of 5.63 billion, and a non-GAAP net profit of 5.53 billion, marking increases of 68.80% and 86.90% respectively [2]. - The gross margin improved by 6.4 percentage points year-on-year, driven by better supply chain management and a higher proportion of high-margin cloud services [2]. - The company plans to distribute a cash dividend of 281 million, with a dividend payout ratio of 49.96% [2]. Business Segments and Growth Drivers - The company’s domestic and international sales grew by 8.1% and 24.8% respectively, with smart home products revenue increasing by 10.1% [2]. - The IoT cloud platform revenue surged by 27.8%, with B2B revenue growing by 40.1%, now accounting for 17.7% of total revenue [2]. - The company’s user base for its cloud platform reached over 250 million by the end of 2023, with a 24.1% year-on-year increase in connected devices [2]. Future Outlook - The company is expected to maintain strong growth, with projected revenues of 59 billion, 72 billion, and 87 billion for 2024, 2025, and 2026, respectively, alongside net profits of 7.1 billion, 8.7 billion, and 10.9 billion [2]. - The report anticipates a continued increase in the attractiveness of the cloud platform due to ongoing investments in AGI-based smart service upgrades [2].

Financial Performance - The company's operating revenue for Q1 2024 was RMB 1,236,902,103.16, representing a year-on-year increase of 14.61%[4] - The net profit attributable to shareholders was RMB 125,253,301.27, reflecting a growth of 37.38% compared to the same period last year[4] - The net profit attributable to shareholders after deducting non-recurring gains and losses was RMB 121,621,290.84, up by 34.94% year-on-year[4] - The basic earnings per share increased by 37.50% to RMB 0.22[4] - Total operating revenue for Q1 2024 reached ¥1,236,902,103.16, a 14.6% increase from ¥1,079,187,249.83 in Q1 2023[17] - Net profit for Q1 2024 was ¥125,253,301.27, representing a 37.3% increase compared to ¥91,170,866.24 in Q1 2023[18] - Basic earnings per share for Q1 2024 was ¥0.22, up from ¥0.16 in Q1 2023[19] Expenses and Costs - Research and development expenses totaled RMB 207,472,364.70, accounting for 16.77% of operating revenue, an increase of 1.86 percentage points[5] - Total operating costs increased to ¥1,101,988,558.17, up 14.0% from ¥967,243,475.63 in the same period last year[17] - Sales expenses increased to ¥183,788,340.82, up 32.6% from ¥138,649,376.41 in Q1 2023[17] - The company reported a tax expense of ¥22,829,428.84, compared to ¥21,120,673.73 in the same quarter last year[18] Cash Flow and Liquidity - The net cash flow from operating activities was negative at RMB -153,559,962.37, a decline of 334.26% compared to the previous year[4] - Cash flow from operating activities showed a net outflow of ¥153,559,962.37, compared to a net inflow of ¥65,551,703.59 in Q1 2023[20] - Total cash inflow from operating activities was ¥1,610,918,772.99, an increase from ¥1,301,682,015.02 in the previous year[20] - The net cash flow from financing activities was -$1.34 million, significantly improved from -$24.05 million in the previous year[21] - The ending balance of cash and cash equivalents was $4.37 billion, down from $4.72 billion at the end of the previous year[21] Assets and Liabilities - Total assets at the end of the reporting period were RMB 7,938,282,244.29, a decrease of 3.10% from the end of the previous year[5] - The total liabilities decreased to RMB 2,544,693,084.82 from RMB 2,927,582,905.77, indicating a reduction of about 13.1%[16] - The equity attributable to shareholders increased by 2.44% to RMB 5,393,589,159.47 compared to the end of the previous year[5] - Accounts receivable decreased to RMB 784,926,694.30 from RMB 860,351,858.04, reflecting a decline of approximately 8.8%[14] - Inventory increased slightly to RMB 698,501,001.91 from RMB 694,770,094.37, showing a marginal increase of about 0.4%[14] - Long-term borrowings increased to RMB 330,546,389.75 from RMB 319,337,031.25, indicating a rise of about 3.8%[16] - The company’s retained earnings increased to RMB 1,382,613,622.61 from RMB 1,257,360,321.34, reflecting an increase of about 9.9%[16] Non-Recurring Items - The company reported non-recurring gains of RMB 3,632,010.43 after tax, primarily from government subsidies and other non-operating income[7] - Other comprehensive income after tax was negative at ¥544,099.47, contrasting with a positive amount of ¥1,156,394.60 in Q1 2023[18] Accounting and Standards - The company has not adopted new accounting standards or interpretations for the first time in 2024[21]

Financial Performance - Revenue for 2023 reached RMB 4,839,744,865.55, a year-on-year increase of 12.39%[17] - Net profit attributable to shareholders of the listed company in 2023 was RMB 562,940,763.10, up 68.80% year-on-year[17] - Net cash flow from operating activities in 2023 was RMB 970,566,189.69, a 31.95% increase compared to the previous year[17] - Total assets at the end of 2023 were RMB 8,192,575,262.24, a 14.05% increase from the previous year[17] - Basic earnings per share (EPS) for 2023 was RMB 1.00, a 35.14% increase year-on-year[18] - Revenue in Q4 2023 was RMB 1,331,566,781.68, the highest among all quarters[21] - Net profit attributable to shareholders in Q4 2023 was RMB 161,474,601.53[21] - Non-recurring gains and losses in 2023 amounted to RMB 9,626,637.74[24] - The company achieved a total operating revenue of 4.84 billion yuan, a year-on-year increase of 12.39%[27] - Net profit attributable to shareholders of the listed company reached 563 million yuan, a year-on-year increase of 68.80%[27] - Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses was 553 million yuan, a year-on-year increase of 86.90%[27] - Revenue for the reporting period reached 4,839.74 million yuan, a year-on-year increase of 12.39%[104] - Net profit attributable to shareholders of the listed company was 562.94 million yuan, a year-on-year increase of 68.80%[104] - Total assets as of December 31, 2023, were 8,192.58 million yuan, an increase of 14.05% compared to the beginning of the year[104] - Shareholders' equity attributable to the listed company was 5,264.99 million yuan, an increase of 8.31% compared to the beginning of the year[104] - Operating costs increased by 1.01% to 2,765.81 million yuan[105] - Sales expenses increased by 28.42% to 696.73 million yuan[105] - Management expenses increased by 9.35% to 160,961,654.03 yuan[106] - R&D expenses increased by 21.18% to 730,711,983.10 yuan[106] - Net cash flow from operating activities increased by 31.95% to 970,566,189.69 yuan[106] - Net cash flow from investing activities decreased by 134.63% to -790,312,038.70 yuan[106] - Smart home products revenue increased by 10.09% to 3,959,904,032.54 yuan[108] - IoT cloud platform revenue increased by 27.79% to 856,346,920.23 yuan[108] - Domestic revenue increased by 8.14% to 3,303,772,752.78 yuan[109] - Overseas revenue increased by 24.79% to 1,512,478,199.99 yuan[109] - Online sales revenue increased by 22.52% to 1,218,073,349.35 yuan[109] - Production of smart home cameras increased by 22.56% to 19,429,258 units[111] - Smart home camera direct material costs decreased by 8.60% to 1,554,185,110.32 yuan, accounting for 84.66% of total costs[113] - Smart home product outsourcing processing fees decreased by 40.02% due to increased production capacity at the Chongqing base[113] - IoT cloud platform costs increased by 10.82% to 204,754,529.05 yuan, accounting for 7.45% of total costs[113] - Top five customers accounted for 28.16% of total sales, with the top customer contributing 14.39% of sales[115][116] - Top five suppliers accounted for 22.56% of total procurement, with the top supplier contributing 7.65%[117][118] - R&D expenses increased by 21.18% to 730,711,983.10 yuan due to increased investment in new products and technologies[119][120] - Operating cash flow increased by 31.95% to 970,566,189.69 yuan, driven by sales growth[121][122] - Investment cash flow decreased by 134.63% to -790,312,038.70 yuan due to increased capital expenditure in the Chongqing base and smart home product industrialization projects[121][122] - Accounts receivable increased by 20.11% to 860,351,858.04 yuan, accounting for 10.50% of total assets[123] - Other receivables increased by 174.80% to 23,816,037.03 RMB, mainly due to uncollected export tax refunds[124] - Inventory increased by 17.69% to 694,770,094.37 RMB, driven by adjustments in stockpiling strategy and increased safety stock[124] - Other current assets rose by 65.64% to 80,551,686.20 RMB, primarily due to increased VAT input tax credits from procurement and construction projects[124] - Construction in progress surged by 231.00% to 1,217,719,113.72 RMB, mainly due to increased investments in the Chongqing base for fluorite intelligent manufacturing and smart home product industrialization projects[124] - Accounts payable increased by 67.26% to 1,307,459,168.11 RMB, driven by higher procurement and construction project payments[124] - Long-term loans grew by 40.18% to 319,337,031.25 RMB, mainly due to increased investments in smart home product industrialization projects[124] - Overseas assets amounted to 185,451,385.27 RMB, accounting for 2.26% of total assets[125] - Restricted assets totaled 43,464,551.25 RMB, including 19,687,501.25 RMB in cash for various guarantees and 23,777,050.00 RMB in intangible assets pledged for long-term loans[126] Dividend and Shareholder Information - The company plans to distribute a cash dividend of 5 yuan per 10 shares (tax included) and a capital reserve of 4 shares per 10 shares, totaling 281,250,000 yuan (tax included), accounting for 49.96% of the net profit attributable to shareholders in 2023[5] - The total share capital of the company is 562,500,000 shares as of December 31, 2023, and will increase to 787,500,000 shares after the capital reserve transfer[5] - The company's stock is listed on the Shanghai Stock Exchange's STAR Market under the stock code 688475[14] - The company's 2022 annual report and financial statements were approved at the annual general meeting held on May 9, 2023[136] - The company's Chairman and General Manager, Jiang Haiqing, held 1,316,000 shares throughout 2023 with no changes, and received a pre-tax remuneration of 2.4595 million yuan[140] - Guo Xudong, a director, increased his shareholding by 25,000 shares through secondary market transactions, ending the year with 25,000 shares[140] - Guo Hangbiao, Vice President, Board Secretary, and Financial Officer, increased his shareholding by 21,045 shares through secondary market transactions, ending the year with 100,020 shares[140] - The total shareholding of directors, supervisors, and senior management increased by 45,545 shares in 2023, reaching 1,441,020 shares at year-end[141] - The total pre-tax remuneration for directors, supervisors, and senior management in 2023 was 14.554 million yuan[141] - Ge Difeng, R&D Director, reduced his shareholding by 500 shares through secondary market transactions, ending the year with 0 shares[141] - The company's independent directors each received a pre-tax remuneration of 150,000 yuan in 2023[140] - The company's Vice Presidents received pre-tax remunerations ranging from 1.1754 million yuan to 1.4046 million yuan in 2023[140] - The company's R&D Directors received pre-tax remunerations ranging from 780,200 yuan to 1.0293 million yuan in 2023[141] - The total actual remuneration for directors, supervisors, and senior management at the end of the reporting period was 8.53 million RMB[150] - The total actual remuneration for core technical personnel at the end of the reporting period was 6.02 million RMB[150] - The company plans to distribute a cash dividend of 5 RMB per 10 shares, totaling 281.25 million RMB, which accounts for 49.96% of the net profit attributable to ordinary shareholders[175] - The company's cash dividend policy requires a minimum of 10% of the distributable profit to be distributed annually, with a cumulative cash dividend ratio of at least 30% over three years[171] - The company's cash dividend policy is differentiated based on development stage and capital expenditure plans, with cash dividend ratios ranging from 20% to 80%[172] - The company's decision-making process for profit distribution involves board approval, independent director opinions, and shareholder communication, ensuring transparency and protection of minority shareholders' interests[173] - The company's cash dividend policy is compliant with regulatory requirements and has clear standards, decision-making procedures, and mechanisms in place[174] Corporate Governance and Leadership - The company's direct controlling shareholder is Hangzhou Hikvision Digital Technology Co., Ltd. (002415.SZ), and its ultimate controlling shareholder is China Electronics Technology Group Corporation[10] - The company's registered address is No. 399 Danfeng Road, Binjiang District, Hangzhou, Zhejiang Province, and its office address is No. 630 Qizhi Street, Binjiang District, Hangzhou, Zhejiang Province[11] - The company's annual report is disclosed on the Shanghai Stock Exchange website (http://www.sse.com.cn/)[13] - The company's auditor is Deloitte Touche Tohmatsu Certified Public Accountants LLP, located at 30/F, 222 Yan'an East Road, Huangpu District, Shanghai[16] - The company's sponsor for continuous supervision is China International Capital Corporation Limited, located at 27-28/F, China World Tower 2, No. 1 Jianguomenwai Avenue, Chaoyang District, Beijing[16] - Jiang Haiqing has served as the Chairman and General Manager of the company since June 2021, with extensive experience in engineering and management roles at Hikvision and other related entities[142] - Guo Xudong has been the Senior Vice President of Hikvision since July 2002 and has held various leadership roles in domestic marketing and sales[142] - Jin Yan has been the Senior Vice President and Financial Controller of Hikvision since July 2004 and has served as a director of the company since June 2021[142] - Pu Shiliang has been the Senior Vice President and President of the Research Institute at Hikvision since April 2006 and has served as a director of the company since June 2021[142] - Chen Jun has been a professor and director at Zhejiang University's School of Management since March 2019 and has served as an independent director of the company since June 2021[142] - Fang Gang has been a professor and executive director of the MBA Education Center at Hangzhou Dianzi University since April 2009 and has served as an independent director of the company since June 2021[143] - Ge Weijun has been a professor at Fudan University Law School since January 2022 and has served as an independent director of the company since January 2022[143] - Wang Dan has been the Comprehensive Director of the company since January 2021 and has served as the Chairman of the Supervisory Board since June 2021[143] - Xu Lirong has been the Employee Supervisor at Hikvision since March 2018 and has served as a supervisor of the company since June 2021[143] - Yang Ying has been a Quality Assurance Expert at Hikvision since January 2002 and has served as a supervisor of the company since June 2021[143] - Chen Guanlan has been serving as the company's Vice President since April 2023, with extensive experience in software engineering and product management at companies like NetEase and Hikvision[144] - Jin Jingyang has been the R&D Director at EZVIZ Software since January 2018, with a background in software development at Huawei and UTStarcom[144] - Ming Xu has been the R&D Director at EZVIZ Software since January 2018, with prior experience at Ricoh Software Technology and Shanda Interactive Entertainment[144] - Li Kai has been the Product Director at EZVIZ Software since January 2018, with a history of roles in design and development at companies like ZTE and Hikvision[144] - Li Fubing has been the Product Director at EZVIZ Software since January 2018, with a background in engineering at Alibaba and Hikvision[144] - Su Hui has been the R&D Director at EZVIZ Software since January 2018, with experience as an algorithm engineer at Hikvision[144] - Zheng Jianping has been the Product Director at EZVIZ Software since January 2018, with a history in hardware development at Hikvision[144] - Ge Difeng has been the R&D Director at EZVIZ Software since January 2018, with experience in embedded software engineering at Hikvision and other tech firms[144] - Guo Xudong has been serving as Senior Vice President at Hangzhou Hikvision Digital Technology Co., Ltd. since March 2021[146] - Pu Shiliang has been serving as Senior Vice President at Hangzhou Hikvision Digital Technology Co., Ltd. since March 2018[146] - Chen Guanlan was appointed as a senior executive (Vice President) following the approval of the 19th meeting of the first board of directors[151] - The company's 2023 annual director compensation standards were reviewed and approved by the Remuneration and Assessment Committee, ensuring compliance with laws and regulations[149] - The 2023 remuneration and performance assessment plan was unanimously agreed upon by the company, aligning with market salary levels and actual business conditions[150] - The company held 6 board meetings in 2023, with 5 conducted via telecommunication and 1 combining both on-site and telecommunication methods[156] - All board members attended all 6 meetings, with no absences or consecutive missed meetings[155] - The company's board committees include Audit, Nomination, Compensation, and Strategy, each with specific members and responsibilities[158] - The company's strategic committee met once in 2023 to review and approve the organizational structure adjustment plan[161] - The nomination committee met once in 2023 to approve the appointment of senior management personnel[162] - The compensation committee met once in 2023 to approve the 2023 salary and performance assessment plan[163] - The company's board approved the 2023 semi-annual report and the special report on the storage and use of raised funds[154] Research and Development - R&D investment accounted for 15.10% of revenue in 2023, an increase of 1.10 percentage points from the previous year[19] - The company released multiple new AI multi-lens cameras, including pet care cameras and 4G/battery-powered cameras, enhancing visual, scene-based, and intelligent upgrades[29] - The company launched several series of facial recognition video smart locks, leading the industry into the dual-camera + facial recognition era[30] - The company introduced the HP7 smart intercom product for overseas markets, which won the Plus X Award and German Design Award[30] - The company released two new cleaning robots, the RS20 Pro for home use and the BS1 for commercial use, both incorporating AI visual capabilities and innovative technologies[32][34] - The BS1 commercial cleaning robot uses a pure visual positioning and navigation system, replacing the mainstream LiDAR solution, improving stability and adaptability in complex environments[34] - The company upgraded its companion robot products in 2023, enhancing external perception, cloud collaboration, and cross-device communication capabilities, while exploring more usage scenarios and applications[36] - The company launched a non-intrusive sleep companion using millimeter-wave detection technology to monitor elderly users' nighttime health data, including respiratory rate, heart rate, and body movements, providing scientific sleep reports[37] - The company's open platform served over 310,000 customers by the end of 2023, with new AI digital human components introduced for roles like customer service, hosts, and receptionists[40] - The company upgraded its ERTC platform in 2023, improving compatibility, stability, and network resilience, supporting scenarios like remote diagnosis, online training, and video customer service[41] - The company introduced cloud legacy services in 2023, enabling low-cost reuse of old devices through multi-standard protocols and device hosting[42] - The company enhanced its IoT private cloud in 2023, adding video privacy protection features like face mosaic and stick figure replacements to prevent privacy leaks[43] - The company has restructured its intelligent algorithm engineering department to build a heterogeneous AI inference engine, improving the self-developed proportion of AI interaction capabilities[69] - The company has set up multiple product R&D departments focusing on smart home products and cloud services, ensuring effective management of the R&D cycle[70] - The company invested RMB 731 million in R&D in 2023, accounting for 15.10% of its revenue, with a year-on-year increase of 21.18%[79][82] - The company added 90 authorized invention patents and 3 software copyrights in 2023, bringing the total to 219 invention patents and 83 software copyrights by the end of 2023[79][81] - The company's R&D team consists of 1,352 employees, representing 31.94% of the total workforce[79] - The company is developing next-generation visual and voice interaction technologies, forming a dual-core technology system of "multi-dimensional perception + AI interaction"[79] - The company is advancing robot technology, focusing on intelligent sensing, VSLAM, obstacle avoidance, and intelligent recognition and classification[79] - The company is leveraging AI large model technology to develop differentiated and innovative products and value-added services, enhancing user experience in the smart home sector[76] - The company has invested a total of 37,000.00 million yuan in R&D projects, with a cumulative investment of

% EZVIZ萤石 萤石网络 2023 环境、社会及管治报告 股份代号: 688475 CONTENTS | 关于萤石网络 | 04 | | --- | --- | | 公司简介 | 04 | | 奖项荣誉 | 06 | | 管理层致辞 | 08 | | ESG 绩效摘要 | 10 | | 专题:科技有温度 | 12 | | 全屋智能,悦享生活 | 12 | | 用心洞察,智慧守护 | 14 | | 开篇: ESG 管理 22 | | | --- | --- | | ESG 管理理念 | 22 | | 公司治理 | 24 | | 合规运营 | 26 | | 利益相关方沟通 | 28 | | 科技赋能,绿色发展 | 30 | 携手共进，美好同行 | 56 | | --- | --- | --- | --- | | 1.1 低碳产品 | 31 | 3.1 多元包容 | 57 | | 1.2 绿色生产 | 35 | 3.2 员工成长 | 59 | | 1.3 绿色运营 | 41 | 3.3 健康安全 | 61 | | | | 3.4 员工关爱 | 63 | | 安全可信，品质保障 | 43 | 和谐生态,共生共荣 ...

杭州萤石网络股份有限公司 董事会秘书工作制度 杭州萤石网络股份有限公司 董事会秘书工作制度 第一章 总 则 第一条 为规范公司行为，明确董事会秘书的职责权限，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》（以下简称"《证券法》"） 等法律、行政法规、规范性文件以及《杭州萤石网络股份有限公司章程》（以下简称"《公 司章程》"）的规定，特制定本制度。 第二条 公司设董事会秘书一名，董事会秘书为公司的高级管理人员，对董事会负 责。法律、法规及《公司章程》对公司高级管理人员的有关规定，适用于董事会秘书。 第三条 公司董事会在聘任董事会秘书的同时，可以委任一名证券事务代表，协助 董事会秘书履行职责。 第四条 公司董事会秘书和证券事务代表均应遵守本制度的规定。 第二章 任职资格 第五条 董事会秘书应当具有必备的专业知识和经验。 第六条 董事会秘书应当具备履行职责所必需的财务、管理、法律专业知识，具有 良好的职业道德和个人品德以及履行职责所必需的工作经验，并取得交易所认可的董事 会秘书具备任职能力的证明。有下列情形之一的人士不得担任公司董事会秘书： （一）有《公司法》第一百四十六条规定情 ...

杭州萤石网络股份有限公司 独立董事提名人声明与承诺 提名人杭州萤石网络股份有限公司董事会，现提名葛伟军为 杭州萤石网络股份有限公司第二届董事会独立董事候选人，并已 充分了解被提名人职业、学历、职称、详细的工作经历、全部兼 职、有无重大失信等不良记录等情况。被提名人已书面同意出任 杭州萤石网络股份有限公司第二届董事会独立董事候选人（参见 该独立董事候选人声明）。提名人认为，被提名人具备独立董事 任职资格，与杭州萤石网络股份有限公司之间不存在任何影响其 独立性的关系，具体声明并承诺如下： 一、被提名人具备上市公司运作的基本知识，熟悉相关法律、 行政法规、规章及其他规范性文件，具有五年以上法律、经济、 会计、财务、管理等履行独立董事职责所必需的工作经验。 被提名人已经参加培训并取得证券交易所认可的相关培训 证明材料。 二、被提名人任职资格符合下列法律、行政法规和部门规章 的要求： （一）《中华人民共和国公司法》等关于董事任职资格的规 定； （二）《中华人民共和国公务员法》关于公务员兼任职务的 规定（如适用）； （三）中国证监会《上市公司独立董事管理办法》、上海证 券交易所自律监管规则以及公司章程有关独立董事任职资格 ...

证券代码：688475 证券简称：萤石网络 公告编号：2024-017 杭州萤石网络股份有限公司 关于召开 2023 年年度股东大会的通知 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 2023 年年度股东大会 召开日期时间：2024 年 5 月 9 日 15 点 00 分 召开地点：浙江杭州滨江区启智街 630 号 D 楼 （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 2024 年 5 月 9 日 至 2024 年 5 月 9 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 股东大会召开日期：2024年5月9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 （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 东大会召开当日的交易时间段 ...

证券代码：688475 证券简称：萤石网络 公告编号：2024-007 杭州萤石网络股份有限公司 具 体 内 容 详 见 公 司 于 2024 年 4 月 13 日 在 上 海 证 券 交 易 所 网 站 （www.sse.com.cn）上披露的《杭州萤石网络股份有限公司关于董事会、监事会 换届选举的公告》 第一届监事会第十三次会议决议公告 本公司监事会、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 杭州萤石网络股份有限公司（以下简称"公司"）第一届监事会第十三次会 议，于2024年4月1日以电子邮件及专人送达方式向全体监事发出书面通知，于 2024年4月11日以现场会议的方式召开。会议由监事会主席王丹女士召集并主持。 会议应出席监事3名，实际出席监事3名。会议召开符合有关法律、法规、规章和 公司章程的规定。 二、监事会会议审议情况 （一）以3票赞成、0票反对、0票弃权，审议通过《2023年年度监事会工作 报告》 本议案尚需提交股东大会审议 （二）以0票赞成、0票反对、0票弃权，审议通过《关于<2024年度监事 ...

证券代码：688475 证券简称：萤石网络 公告编号：2024-014 杭州萤石网络股份有限公司 关于修订《公司章程》及部分治理制度的公告 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。 重要内容提示： 杭州萤石网络股份有限公司（以下简称"公司"）于 2024 年 4 月 11 日召开 了第一届董事会第二十三次会议，审议通过了《关于修订<公司章程>及部分治理 制度的议案》，本次修订《公司章程》及《独立董事工作制度》的有关事项尚需 提交公司 2023 年年度股东大会审议。现将有关事项公告如下： 一、 修订《公司章程》的情况 公司根据《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》（以下简称"《证券法》"）《上市公司独立董事管理办法》《上海证券 交易所科创板上市公司自律监管指引第 1 号——规范运作》《上海证券交易所科 创板股票上市规则》《上市公司章程指引》等规定，拟对《公司章程》进行修订， 具体修订内容如下： | 条款 | 原章程内容 | 修订后内容 | | --- | --- | --- | | ...

杭州萤石网络股份有限公司 独立董事工作制度 杭州萤石网络股份有限公司 独立董事工作制度 第一章 总 则 第一条 为了进一步规范杭州萤石网络股份有限公司（以下简称"公司"） 治理结构，改善董事会结构，强化对非独立董事及经理层的约束和监督机制，保 护中小股东及利益相关者的利益，促进公司的规范运作，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》《上市公司 章程指引》《上市公司治理准则》《上海证券交易所科创板股票上市规则》《上 市公司独立董事管理办法》（以下简称"《独立董事管理办法》"）和《杭州萤石网络 股份有限公司章程》（以下简称"《公司章程》"）等有关规定，制订本规则。 第二条 独立董事是指不在公司担任除董事外的其他职务，并与公司及其主 要股东、实际控制人不存在直接或者间接利害关系，或者其他可能影响其进行独 立客观判断关系的董事。 第三条 独立董事对公司及全体股东负有忠实和勤勉义务。独立董事应当按 照相关法律法规、规范性文件及《公司章程》的要求，认真履行职责，在董事会 中发挥参与决策、监督制衡、专业咨询作用，维护公司整体利益，保护中小股东 的合法权益。 第四条 独立董事应保证投 ...