Group 1 - The core point of the announcement is the election of the second board of directors for Sikan Technology (Hangzhou) Co., Ltd., with the addition of an employee representative director, Ms. Zhu Xiaojuan, elected on July 31, 2025 [1][2][6] - The second board of directors will consist of three non-independent directors and three independent directors, along with the employee representative director, serving a term of three years from the date of approval by the shareholders' meeting [1][36] - The company has decided not to establish a supervisory board, with its functions being assumed by the audit committee of the board of directors [35][42] Group 2 - The company plans to conduct foreign exchange derivative trading to mitigate risks associated with foreign exchange rate fluctuations, with an authorized trading limit of up to $15 million (or equivalent in RMB) [8][10] - The foreign exchange derivative trading will be conducted using the company's own funds and will not involve speculative trading [11][12] - The board of directors has approved the foreign exchange derivative trading proposal, which does not require shareholder meeting approval [14][22] Group 3 - The company has implemented risk control measures for foreign exchange derivative trading, including prudent trading principles and careful selection of trading partners [17][18] - The company aims to enhance its financial stability and reduce the adverse impact of exchange rate fluctuations on its operating performance and shareholder equity [20][22] - The company has established a management system for foreign exchange derivative trading, ensuring compliance with relevant laws and regulations [18][22]

Overview of the Announcement - The company aims to conduct foreign exchange derivative transactions to mitigate risks associated with foreign exchange rate fluctuations and enhance financial stability [1][2] - The total transaction amount is capped at 15 million USD (or equivalent in RMB) over a period of 12 months, starting from the approval date by the board [1][2] Transaction Details - The funding for the foreign exchange derivative transactions will come from the company's own funds, without involving raised funds or bank credit [2] - The company will utilize simple and transparent foreign exchange derivative instruments such as forward contracts, options, and swaps, ensuring that transactions are not speculative or arbitrage in nature [2][3] - The board has authorized the general manager or designated business leaders to make decisions and sign relevant documents within the approved limits [2][3] Risk Management - The company acknowledges potential risks including exchange rate fluctuations, internal control weaknesses, customer default risks, and liquidity risks [3][4] - To mitigate these risks, the company will adopt a cautious approach, ensuring that foreign exchange assets and liabilities are well-matched, and will select reputable financial institutions as trading partners [4][5] - A dedicated management system for foreign exchange derivative transactions has been established, with trained personnel to oversee operations and compliance with legal regulations [5][6] Impact on Financial Performance - The foreign exchange derivative transactions are expected to enhance the company's ability to manage foreign exchange risks, thereby protecting its operating performance and shareholder interests [4][6] - The company will follow relevant accounting standards for the recognition and measurement of financial instruments related to these transactions [4][6] Sponsor's Review - The sponsor has confirmed that the board's approval process for the foreign exchange derivative transactions was properly followed and that the company has established necessary risk control measures [6]

Group 1 - The company plans to engage in foreign exchange derivative trading to mitigate risks associated with currency fluctuations and enhance financial stability [1][2] - The maximum contract value held on any trading day will not exceed 15 million USD (or equivalent in RMB), with a trading period of 12 months from board approval [1][2] - The funding for these transactions will come from the company's own funds, without involving raised funds or bank credit [1][2] Group 2 - The necessity for engaging in foreign exchange derivatives arises from the increasing foreign currency payment amounts, which expose the company to foreign exchange risks [2] - The company has established a management system for foreign exchange derivative trading, outlining principles, approval authority, and internal control measures, which comply with regulatory requirements [2][5] - The company aims to conduct these transactions prudently, avoiding speculative activities, and will continuously monitor market conditions to adjust strategies accordingly [4][5] Group 3 - Risks associated with foreign exchange derivative trading include exchange rate fluctuation risks, internal control risks, customer default risks, and liquidity risks [3][4] - The company has implemented risk control measures, including careful selection of trading partners and adherence to legal regulations, to mitigate potential risks [4][5] - The conclusion is that engaging in foreign exchange derivative trading is both necessary and feasible, as it aligns with the company's operational needs and risk management strategies [6]

Core Points - The company has appointed a new employee representative director, Ms. Zhu Xiaojuan, following the expiration of the first board and supervisory board terms [1][2] - The second board will consist of both employee representative directors and non-employee representative directors, with the term lasting three years from the date of approval at the second extraordinary general meeting of shareholders in 2025 [1] - Ms. Zhu Xiaojuan meets all legal and regulatory requirements for the position and does not exceed the limit of employee representatives on the board [2] Company Information - Ms. Zhu Xiaojuan, born in 1987, has a bachelor's degree and has held various positions in the beverage industry before her current role as employee representative director [4] - As of the announcement date, Ms. Zhu does not directly hold any company shares but has indirect holdings through partnerships [5] - There are no conflicts of interest between Ms. Zhu and other board members or significant shareholders, and she is not subject to any disqualifications or penalties from regulatory authorities [5]

Core Viewpoint - The company held its second extraordinary general meeting on July 31, 2025, where it approved the election of the second board of directors and decided not to establish a supervisory board, marking a significant governance change for the company [1][5]. Board Restructuring - The second board of directors consists of three non-independent directors and three independent directors, along with one employee representative director, with a term of three years starting from the approval date [1][2]. - The elected non-independent directors are Wang Jiangfeng, Zheng Jun, and Chen Shangjian, while the independent directors are Li Qingfeng, Zhu Suyue, and Zheng Nenggan [1][2]. Board Leadership and Committees - Wang Jiangfeng was elected as the chairman of the second board of directors, with his term starting immediately [2]. - The second board established several specialized committees: the Strategy Committee, Audit Committee, Nomination Committee, and Compensation and Assessment Committee, with specific members elected to lead these committees [3][4]. Senior Management Appointments - The company appointed Wang Jiangfeng as the general manager, along with Chen Shangjian, Zhao Xiufang, and Jin Fengxin as vice general managers, and Wang Peng as the board secretary [4]. - Zhao Xiufang also serves as the financial director, with all appointments effective until the end of the second board's term [4]. Cancellation of Supervisory Board - Following the board restructuring, the first board's non-independent director Fang Ming is no longer a director, and the supervisory board has been abolished, with its powers transferred to the audit committee of the board [5].

Core Points - The article outlines the foreign exchange derivatives trading management system of SiKan Technology (Hangzhou) Co., Ltd, aiming to standardize trading practices and enhance risk management [1][2] - The system is established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China, and is designed to ensure the safety of the company's assets [1][2] Group 1: General Principles - The foreign exchange derivatives trading business includes various products such as forward foreign exchange, swaps, options, and interest rate derivatives, aimed at mitigating exchange rate and interest rate risks [2][3] - The system applies to the company and its consolidated subsidiaries, requiring unified management and operation of foreign exchange derivatives trading by the company [2][3] Group 2: Basic Principles of Trading - The company must adhere to principles of legality, prudence, safety, and effectiveness in foreign exchange derivatives trading, focusing on normal business operations and avoiding speculative activities [2][3] - Transactions are only permitted with qualified financial institutions approved by the State Administration of Foreign Exchange and the People's Bank of China [3] Group 3: Approval Authority - The company's shareholders' meeting or board of directors serves as the decision-making and approval body for foreign exchange derivatives trading, with specific thresholds for approval based on transaction size and impact on net profit [4][5] - The board of directors can authorize the chairman to make investment decisions within approved limits [4][5] Group 4: Management and Operational Procedures - The management layer proposes trading limits based on estimated business scale and market analysis, which must be approved by the board of directors or shareholders' meeting [12] - The financial department is responsible for the specific operation and management of foreign exchange derivatives trading [12][13] Group 5: Risk Management Procedures - The financial department must monitor and report any significant abnormal situations in trading that may pose risks, ensuring timely communication with the board of directors [18][19] - Losses exceeding 10% of the company's most recent audited net profit must be disclosed promptly [19] Group 6: Confidentiality and Compliance - All personnel involved in foreign exchange derivatives trading must adhere to confidentiality protocols, ensuring that sensitive information is not disclosed without authorization [15][16] - The internal audit institution is responsible for supervising compliance with risk control policies and procedures [16]

思看科技（杭州）股份有限公司董事会 | 案》 | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | 为公司第二届董事会 | | | | | | | | 非独立董事的议案》 | | | | | | | | 生为公司第二届董事 | | | | | | | | 会非独立董事的议 | | | | | | | | 案》 | | | | | | | | | | | 得票数占出席会议有效表 | | | | | 议案序号 议案名称 | | 得票数 | | | 是否当选 | | | | | | 决权的比例（%） | | | | | 生为公司第二届董事 | | | | | | | | 会独立董事的议案》 | | | | | | | | 生为公司第二届董事 | | | | | | | | 会独立董事的议案》 | | | | | | | | 士为公司第二届董事 | | | | | | | | 会独立董事的议案》 | | | | | | | | （三） 涉及重大事项，应说明 | | | 5%以下股东的表决情况 | | | | | 议案 | 同意 | | 反对 弃权 | ...

Core Viewpoint - The legal opinion letter confirms the legality and validity of the procedures, qualifications of attendees, and voting results of the second extraordinary general meeting of shareholders of Sikan Technology (Hangzhou) Co., Ltd. in 2025 [1][10]. Group 1: Meeting Procedures - The meeting was proposed and convened by the board of directors, with the notice published on July 16, 2025, in designated media and on the Shanghai Stock Exchange website [2][3]. - The meeting utilized a combination of on-site and online voting methods, with specific time slots for online voting [3]. - The meeting was chaired by the company's chairman, and the convenor's qualifications were deemed valid [4]. Group 2: Attendee Qualifications - Attendees included all shareholders registered with the company's Shanghai branch, with the option to appoint proxies who do not need to be shareholders [4]. - A total of 6 shareholders attended the meeting in person, holding 56,491,558 shares, representing approximately 63.90% of the total voting shares [4]. - Additionally, 22 shareholders participated via online voting, representing 166,712 shares, or about 0.19% of the total voting shares [4]. Group 3: Voting Procedures and Results - The voting process adhered to legal and regulatory requirements, with results announced immediately after voting [5][10]. - The voting results showed that 56,651,370 shares were in favor, 5,730 against, and 1,170 abstained, resulting in a 99.99% approval rate for the proposals [5][6]. - The meeting's resolutions were passed with the required majority, including special resolutions needing over two-thirds approval from attending shareholders [9][10].

证券日报网讯 7月31日晚间，思看科技发布公告称，公司2025年第二次临时股东大会于2025年7月31日 召开，审议通过了《关于修订部分公司治理制度的议案》等多项议案。 （文章来源：证券日报） ...

证券日报网讯7月31日晚间，思看科技发布公告称，公司于2025年7月31日召开了职工代表大会，选举祝 小娟女士为公司第二届董事会职工代表董事。 ...