国浩律师（上海）事务所 关于 杭州西力智能科技股份有限公司 2025年第一次临时股东大会 之 法律意见书 上海市静安区山西北路99号苏河湾中心MT25-28楼 邮编：200085 25-28/F, Suhe Centre, 99 North Shanxi Road, Jing'an District, Shanghai, China 电话/Tel: +86 21 5234 1668 传真/Fax: +86 21 5243.3320 国浩律师（上海）事务所 法律意见书 网址/Website: http://www.grandall.com.cn 2025年9月 致：杭州西力智能科技股份有限公司 国浩律师（上海）事务所（以下简称"本所"）作为杭州西力智能科技股份 有限公司（以下简称"公司"或"西力科技"）之特聘法律顾问，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》"）、《上市公司股东会规则》（以下简称"《股东会规则》"）、 《杭州西力智能科技股份有限公司章程》（以下简称"《公司章程》"等法律法 规及规范性文件的规定，指派律师出席并见证了公司于2025年 ...

证券代码：688616 证券简称：西力科技 公告编号：2025-032 杭州西力智能科技股份有限公司 2025年第一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 9 月 12 日 （二） 股东大会召开的地点：浙江省湖州市德清县阜溪街道环城北路 733 号 1 号楼 2 楼会议室 （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 | 35 | | --- | --- | | 普通股股东人数 | 35 | | 2、出席会议的股东所持有的表决权数量 | 109,581,583 | | 普通股股东所持有表决权数量 | 109,581,583 | | 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 | 62.1670 | | 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（%） | ...

Core Insights - Southern Power Grid Company announced the results of the first batch of framework bidding for metering equipment in 2025, with Xili Technology winning the bid [1] - The total bid amount is approximately 44.5 million yuan, which includes about 37.6 million yuan for A-level single-phase smart electric meters and approximately 6.9 million yuan for broadband dual-mode communication modules [1]

Core Points - The company is holding its first extraordinary general meeting of shareholders in 2025 to discuss various proposals related to corporate governance and board elections [1][5][12] Group 1: Meeting Procedures - Shareholders and their proxies must arrive at the meeting venue half an hour before the start to complete registration and present necessary identification documents [2][4] - The meeting will follow a predetermined agenda, and shareholders have the right to speak, inquire, and vote [2][3] - Voting will be conducted through a combination of on-site and online methods, with results announced after counting [3][5] Group 2: Agenda Items - Proposal 1: Revision of the company's articles of association to enhance governance by abolishing the supervisory board and transferring its powers to the audit committee [6][8] - Proposal 2: Revision of the rules governing shareholder meetings to align with updated regulations [7][9] - Proposal 3: Revision of the rules governing board meetings to ensure compliance with legal standards [8][10] - Proposal 4: Revision of the director remuneration management system to improve governance [9][11] - Proposal 5: Revision of the related party transaction management system to protect investor rights [10][12] - Proposal 6: Revision of the external investment management system to mitigate investment risks [11][12] - Proposal 7: Revision of the external guarantee management system to ensure asset safety [11][12] - Proposal 8: Revision of the fundraising management system to enhance efficiency [12] - Proposal 9: Election of non-independent directors for the fourth board, with a total of 9 directors proposed [12][13] - Proposal 10: Election of independent directors for the fourth board, with 3 independent directors proposed [13][14]

杭州西力智能科技股份有限公司 2025 年 第一次临时股东大会会议资料 证券代码：688616 证券简称：西力科技 杭州西力智能科技股份有限公司 2025 年第一次临时股东大会 会议资料 2025 年 9 月 杭州西力智能科技股份有限公司 2025 年 第一次临时股东大会会议资料 | | | | 2025 年第一次临时股东大会会议须知 | | 1 | | --- | --- | --- | | 2025 年第一次临时股东大会会议议程 | | 3 | | 2025 年第一次临时股东大会会议议案 | | 6 | | 议案一：关于修订《公司章程》的议案 | | 6 | | 议案二：关于修订《股东会议事规则》的议案 | | 7 | | 议案三：关于修订《董事会议事规则》的议案 | | 8 | | 议案四：关于修订《董事薪酬管理制度》的议案 | | 9 | | 议案五：关于修订《关联交易管理制度》的议案 | | 10 | | 议案六：关于修订《对外投资管理制度》的议案 | | 11 | | 议案七：关于修订《对外担保管理制度》的议案 | | 12 | | 议案八：关于修订《募集资金管理制度》的议案 | | 13 | | ...

Group 1 - The core point of the news is that Xili Technology has experienced a continuous decline in stock price, dropping 0.16% on September 4, with a total decrease of 14.53% over the past seven days [1] - As of the report, Xili Technology's stock price is 12.82 yuan per share, with a total market capitalization of 2.3 billion yuan and a trading volume of 40.75 million yuan [1] - The company's main business includes the research, production, and sales of smart electric meters and related products, with single-phase electric meters accounting for 45.79% of its revenue [1] Group 2 - Nord Fund has one fund heavily invested in Xili Technology, specifically the Nord Quantitative Pioneer A fund, which holds 35,400 shares, representing 0.79% of the fund's net value [2] - The fund has incurred a floating loss of approximately 707.06 yuan today, with total floating losses of 77,100 yuan during the seven-day decline [2] - The Nord Quantitative Pioneer A fund has a total scale of 35.03 million yuan and has achieved a year-to-date return of 31.63% [2] Group 3 - The fund manager of Nord Quantitative Pioneer A is Wang Hengnan, who has been in the position for nearly 7 years, with the fund's total asset size at 22 million yuan [3] - During Wang's tenure, the best fund return was 46.39%, while the worst return was -35.81% [3]

Core Viewpoint - Xili Technology (688616) reported a decline in total revenue for the first half of 2025, while net profit increased, indicating a mixed financial performance [1] Financial Performance Summary - Total revenue for the first half of 2025 was 250 million yuan, a decrease of 8.43% year-on-year [1] - Net profit attributable to shareholders was 40.35 million yuan, an increase of 8.85% year-on-year [1] - In Q2 2025, total revenue was 150 million yuan, down 10.31% year-on-year, while net profit was 19.38 million yuan, a decrease of 2.58% year-on-year [1] - Gross margin increased by 3.41% year-on-year to 29.0%, and net margin increased by 18.86% to 16.11% [1] - Total operating expenses (selling, administrative, and financial) amounted to 18.15 million yuan, accounting for 7.25% of revenue, a decrease of 20.5% year-on-year [1] Key Financial Ratios - Earnings per share (EPS) rose to 0.23 yuan, an increase of 9.52% year-on-year [1] - Operating cash flow per share was 0.17 yuan, a significant increase of 283.83% year-on-year [1] - Net asset value per share decreased to 4.57 yuan, down 15.84% year-on-year [1] Changes in Financial Items - Accounts receivable increased by 703.46% due to a significant amount of endorsed but not yet matured notes [2] - Prepayments increased by 320.26% due to higher material payments [2] - Contract liabilities rose by 130.45% due to increased advance payments [2] - Other receivables decreased by 61.44% due to the recovery of equity consideration and bid guarantees [2] Cash Flow Analysis - Net cash flow from operating activities increased by 319.83% due to reduced inventory and lower material payments [3] - Net cash flow from investing activities increased by 78.49% due to the disposal of shares in Hangzhou Bank [3] - Net cash flow from financing activities decreased by 70.59% due to increased dividend distributions [3] Debt and Solvency - The company has a healthy cash asset position, indicating strong solvency [4] - The accounts receivable to profit ratio reached 209.33%, suggesting a need for monitoring [4]

Group 1 - The core viewpoint of the news highlights the recent trading performance and financial metrics of Xili Technology, indicating a positive trend in financing activities and stock performance [1][2]. - On August 26, Xili Technology's stock rose by 2.81%, with a trading volume of 57.93 million yuan. The net financing purchase on that day was 2.31 million yuan, with a total financing and securities balance of 58.18 million yuan, representing 2.16% of the circulating market value [1]. - The company has a high financing balance, exceeding the 80th percentile of the past year, indicating strong investor interest [1]. Group 2 - As of June 30, the number of shareholders for Xili Technology increased by 2.95% to 6,324, while the average circulating shares per person decreased by 2.86% to 28,364 shares [2]. - For the first half of 2025, Xili Technology reported a revenue of 250 million yuan, a year-on-year decrease of 8.43%, while the net profit attributable to shareholders increased by 8.85% to 40.35 million yuan [2]. - The company has distributed a total of 196 million yuan in dividends since its A-share listing, with 128 million yuan distributed over the past three years [3].

Financial Performance - The company reported a total revenue of 250 million yuan for the first half of 2025, with a net profit attributable to shareholders of 40.35 million yuan, representing an increase of 3.28 million yuan compared to the same period last year, achieving a year-on-year growth of 8.85% [1] - The net cash inflow from operating activities was 30.78 million yuan, which is an increase of 44.78 million yuan compared to the same period last year, ranking 29th among disclosed peers [1] Key Financial Ratios - The company's latest debt-to-asset ratio is 17.70%, ranking 9th among disclosed peers, a decrease of 2.82 percentage points from the same period last year [3] - The latest gross profit margin is 29.00%, ranking 29th among disclosed peers, an increase of 1.59 percentage points year-on-year [3] - The return on equity (ROE) is 4.92%, ranking 29th among disclosed peers, with an increase of 0.37 percentage points compared to the same period last year [3] Earnings Per Share and Turnover Ratios - The diluted earnings per share (EPS) is 0.23 yuan, ranking 30th among disclosed peers, with an increase of 0.02 yuan, achieving a year-on-year growth of 9.52% [3] - The latest total asset turnover ratio is 0.25 times, while the inventory turnover ratio is 5.33 times, ranking 6th among disclosed peers, with an increase of 1.32 times year-on-year, representing a growth of 32.89% [3] Shareholder Structure - The number of shareholders is 6,324, with the top ten shareholders holding a total of 114 million shares, accounting for 63.58% of the total share capital [3] - The largest shareholder is Song Yiran, holding 33.3% of the shares, followed by Zhou Xiaoxue with 14.4% [3]

Core Insights - Xili Technology (688616.SH) released its semi-annual report for 2025 on August 27, 2025, indicating a total of 15.94 million shares held by institutional investors, accounting for 8.89% of the total share capital [1] - The proportion of shares held by institutional investors decreased by 1.21 percentage points compared to the previous quarter [1] - One new public fund, Nord Quantitative Pioneer A, was disclosed in this period, indicating a slight increase in public fund participation [1] Institutional Holdings - As of August 26, 2025, four institutional investors disclosed their holdings in Xili Technology, with a combined holding of 15.94 million shares [1] - The institutional investors include Deqing Xili Technology Information Consulting Partnership, Deqing Juyuan Technology Information Consulting Partnership, Hangzhou Tongyuan Youke Venture Capital Partnership, and Nord Quantitative Pioneer A [1] - The total institutional holding percentage stands at 8.89%, reflecting a decline from the previous quarter [1] Public Fund Participation - The report noted the addition of one new public fund, Nord Quantitative Pioneer A, in the current quarter [1] - This indicates a modest change in the landscape of public fund investment in Xili Technology [1]