2025 年第三次临时股东会会议资料 股票简称：金盘科技 股票代码：688676 2025 年 7 月 1 海南金盘智能科技股份有限公司 2025 年第三次临时股东会会议资料 海南金盘智能科技股份有限公司 一、为确认出席会议的股东或股东代表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、为保证本次股东会的严肃性和正常秩序，切实维护与会股东的合法权益， 除出席会议的股东（或股东代表）、公司董事、监事、高级管理人员、见证律师 以及董事会邀请的人员外，公司有权拒绝其他人员进入会场。 三、诚请出席会议的股东或股东代表或其他出席者于会议召开前半小时到 达会议现场办理签到、确认参会资格的手续，并出示证券账户卡、身份证明文件 或营业执照/注册证书复印件（加盖公章）、授权委托书原件（有权人签名并加盖 公章）等，上述用于登记及核验的资料均需同时提供复印件一份交由公司存档， 个人登记材料复印件须由本人签字，法定代表人证明文件复印件须加盖公司公章， 经核对验证符合参会资格后领取会议资料，方可出席会议。 | 2025 年第三次临时股东会须知 3 | | --- | | 2025 ...

Investment Rating - The report maintains a "Strong Buy" rating for the wind power sector, with specific stock recommendations including Jin Feng Technology and Yun Da Co., Ltd. [1][6] Core Insights - The wind power industry is experiencing significant growth, with a 134.21% year-on-year increase in new installations in the first five months of 2025, totaling 46.28 GW [1][27] - The report highlights the successful international expansion of domestic wind turbine manufacturers, with a 43% increase in wind turbine exports in Q1 2025 [2] - The report notes a decline in bidding prices for offshore wind turbines, with an average price of 3266.17 RMB/kW [2][49] Industry Dynamics - The Zhejiang Provincial Development and Reform Commission has issued guidelines for the transitional pricing policy for renewable energy, effective from June 1, 2025 [1][11] - The report tracks stock performance, noting that the wind power equipment index has a TTM P/E ratio of 32.89 and an MRQ P/B ratio of 1.64 [5][15] - The report indicates that the offshore wind power market is expected to grow significantly, driven by new technology and larger turbine sizes [6] Market Performance - The wind power equipment sector saw a price increase of 0.72% during the week of July 7-11, 2025, underperforming compared to the broader market indices [15][20] - The top-performing stocks in the wind power sector included Shangwei New Materials and Jushi Technology, with increases of 72.88% and 8.98%, respectively [22][24] Installation Data - As of May 2025, the cumulative installed capacity of wind power in China reached approximately 567.49 GW, with a year-on-year growth of 23.10% [27][36] - The report details that land-based wind power installations decreased by 7.90% year-on-year in Q1 2025, while offshore installations increased by 42.03% [2][27] Material Prices - The report notes fluctuations in raw material prices, with increases in rebar and scrap steel prices, while copper prices have decreased [39][50] - Specific prices include rebar at 3113 RMB/ton and scrap steel at 2190.60 RMB/ton, reflecting recent market trends [39][44] Tendering and Pricing Trends - A total of 1743.50 MW of wind turbine projects were tendered during the week, with 33 land-based projects totaling 3477.50 MW [49][51] - The report emphasizes the competitive nature of the bidding process, with several leading manufacturers participating [49][52]

Investment Rating - The investment rating for the AIDC power equipment and grid industry is "Outperform the Market" (maintained) [1] Core Viewpoints - The global AI computing load is expected to grow significantly, with new AI computing loads projected at 9.7/15.9/20.2/22.3/23.4/24.6 GW from 2025 to 2030. This translates to a demand for AIDC power equipment of 29/48/60/67/70/74 GW, with an average annual growth rate of 20% [5][13] - The market potential for dry-type transformers, medium and low voltage switchgear, UPS, HVDC, and solid-state transformers is estimated to reach 85/341/41/380/239 billion yuan by 2030 [5][12] - The domestic data center industry is expected to see increased capital expenditure from major cloud providers, with 2025 anticipated to be a pivotal year for AIDC construction [5][18] Summary by Sections AIDC Power Equipment - The AIDC power equipment sector has shown a diverse range of products, with major global players like Vertiv, Eaton, and Schneider Electric having established strong product lines and solutions [5] - Domestic companies are gaining competitive advantages in various segments, with leading firms gradually building their solution-providing capabilities [5] - The recent performance of the AIDC power equipment sector has been mixed, with notable declines in backup diesel power sources and lead-acid batteries [5][24] Grid Industry - The grid sector has seen significant investment growth, with national grid engineering investment reaching 632 billion yuan in May 2025, a year-on-year increase of 33.3% [31][32] - The bidding results for high-voltage equipment have shown a strong performance, with a total bid amount of 211.89 billion yuan in July 2025, reflecting a year-on-year increase of 38.1% [64] - The grid industry is expected to benefit from the maturation of new business models such as electricity trading and virtual power plants, with a focus on high-voltage orders and deliveries in the second half of 2025 [5][58]

Group 1: Photovoltaic Silicon Material Industry - The photovoltaic silicon material industry is expected to accelerate capacity consolidation, with the Ministry of Industry and Information Technology emphasizing the need for high-quality development in the solar industry [1] - By 2027, the industry is projected to enter a stable development phase, with significant advantages in the silicon material segment due to differences in capacity costs and financial strength among companies [1] - Key companies to watch include GCL-Poly Energy, Xinte Energy, Tongwei Co., and TBEA [1] Group 2: Solid-State Battery Industry - The solid-state battery industry is witnessing continuous advancements, with equipment from Winbond Technology successfully delivered to major domestic clients [2] - Material production is ramping up, with significant capacity in oxide electrolytes and expectations for sulfide electrolytes to achieve ton-level shipments by 2025 [2] - Companies of interest in this sector include Xiamen Tungsten, Tianqi Lithium, and others involved in the solid-state battery supply chain [2] Group 3: Offshore Wind Power Development - The central government is promoting the orderly development of offshore wind power, with a focus on enhancing the marine economy and encouraging private investment [3] - Goldwind Technology has secured over 7.7GW of international orders for 2024, with significant revenue growth reported for its international subsidiary [3] - Key players in the wind power sector include Goldwind Technology, Oriental Cable, and Dajin Heavy Industry [3] Group 4: Data Center Investment - Global data center investments are accelerating, with Amazon planning to invest AUD 20 billion (approximately USD 13.1 billion) in Australia and SK Telecom collaborating with Amazon Web Services for a significant data center project in South Korea [4] - The deployment of NVIDIA's GB300 AI systems is underway, indicating a growing demand for AI computing resources [4] - Companies to monitor in the AIDC power equipment sector include Jinpan Technology, Xinte Electric, and others [4] Group 5: Key Company Earnings Forecasts - The report provides earnings forecasts and investment ratings for several companies, with Goldwind Technology rated "Outperform" and projected to have an EPS of 1.28 in 2025 [5] - Jinpan Technology and other companies also received "Outperform" ratings, indicating positive market sentiment [5] Group 6: Industry Performance Overview - The electric power equipment sector outperformed the market in June, with a 6.68% increase compared to a 2.5% rise in the CSI 300 index [13] - The sector's PE ratio at the end of June was 30.3, reflecting a slight recovery in valuations [13] - The report highlights that the electric power equipment industry has shown strong performance across various sub-sectors, including lithium battery materials and wind power [23]

Summary of Key Points Core Viewpoint - The company plans to provide a guarantee of up to RMB 128.76 million (approximately USD 18 million) to its subsidiary, JST Power Equipment, Inc., to support its operational and business development needs [1][4]. Group 1: Guarantee Overview - The guarantee is intended to meet the funding needs of JST Power Equipment, Inc., which is a controlled subsidiary of the company [1][4]. - The types of guarantees include general guarantees, joint liability guarantees, mortgages, and pledges [1][4]. - The actual guarantee amount and terms will be determined by the final signed contract or approval from financial institutions [1][4]. Group 2: Subsidiary Information - JST Power Equipment, Inc. is a controlled subsidiary, with the company holding 80% of its shares through a wholly-owned subsidiary [3]. - The subsidiary has stable operations and good creditworthiness, with no overdue guarantee issues [4][5]. - As of the first quarter of 2025, JST Power Equipment, Inc. reported total assets of RMB 928.38 million and a net profit of RMB 7.86 million [3]. Group 3: Board's Opinion - The board believes that providing the guarantee is necessary for the subsidiary's operational development and aligns with the company's overall interests [4][5]. - The board has approved the guarantee proposal, emphasizing that it does not harm the interests of the company or its shareholders [4][5]. Group 4: Cumulative Guarantee Situation - As of the announcement date, the company and its subsidiaries have a total external guarantee amount of RMB 0 million, with no overdue guarantees [5][6]. - The total guarantee amount provided to the controlled subsidiary, excluding the current guarantee, is RMB 3.67 billion, accounting for 82.48% of the company's latest audited net assets [5][6].

Core Viewpoint - The nomination of Chen Tao as an independent director candidate for Hainan Jinpan Intelligent Technology Co., Ltd. has been made, with the nominee meeting all necessary qualifications and independence criteria as per relevant regulations [1][2][4]. Summary by Sections Nomination and Qualifications - Chen Tao has been nominated as an independent director candidate for the third board of Hainan Jinpan Intelligent Technology Co., Ltd. and has agreed to the nomination [1]. - The nominee possesses basic knowledge of listed company operations and has over five years of relevant work experience in law, economics, accounting, finance, or management [1]. Compliance with Regulations - The nominee's qualifications comply with various laws and regulations, including the Company Law of the People's Republic of China and the Management Measures for Independent Directors of Listed Companies [1]. - The nominee has completed training and obtained relevant certification recognized by the stock exchange [1]. Independence Criteria - The nominee does not fall under any categories that would compromise independence, such as holding significant shares in the company or having close relationships with major shareholders [2][3]. - The nominee has no adverse records, including administrative or criminal penalties from the China Securities Regulatory Commission within the last 36 months [3][4]. Additional Information - The nominee has not served as an independent director in more than three domestic listed companies and has not served in Hainan Jinpan Intelligent Technology Co., Ltd. for more than six years [4]. - The nomination has been verified by the nomination committee of the board, confirming no conflicts of interest exist [4].

Group 1 - The company announced the resignation of independent director Gao Ciwei due to the completion of his six-year term, effective July 30, 2025 [1][2] - Gao Ciwei will also resign from his positions on the Audit Committee, Nomination Committee, and Remuneration and Assessment Committee, and will not hold any position in the company after his resignation [1][2] - The resignation will result in the number of independent directors falling below one-third of the board members, necessitating the election of a new independent director at the upcoming shareholders' meeting [2][3] Group 2 - The company held a board meeting on July 7, 2025, where it approved the nomination of Chen Tao as the candidate for independent director, pending shareholder approval [2][4] - Chen Tao's term will last from the date of approval at the shareholders' meeting until the end of the current board's term [4] - Chen Tao has completed the necessary training and meets the qualifications to serve as an independent director, with no conflicts of interest identified [6][7] Group 3 - Following the approval of Chen Tao as an independent director, he will also serve on the Audit Committee, Nomination Committee, and as the Chair of the Remuneration and Assessment Committee [4] - Other committee adjustments include Li Sihai becoming the Chair of the Nomination Committee and Li Hui becoming the Chair of the ESG Committee [4]

Core Points - The document outlines the rules and regulations governing the board of directors of Hainan Jinpan Intelligent Technology Co., Ltd, aiming to enhance decision-making efficiency and protect shareholder rights [1][2][3] Group 1: Board Structure and Responsibilities - The board of directors is the executive body of the shareholders' meeting and is responsible for major operational decisions, focusing on maximizing shareholder interests [1][2] - The board consists of six members, including a chairman, a vice chairman, and one employee representative [10] - Directors are elected for a term of three years and can be re-elected, with provisions for filling vacancies during the term [8][10] Group 2: Director Qualifications and Duties - Directors must be natural persons and are prohibited from holding positions if they have certain legal or financial disqualifications [2][3] - Directors have a duty of loyalty and must avoid conflicts of interest, ensuring that their actions benefit the company and its shareholders [6][12] - Directors are required to act diligently, attend meetings, and review company reports to ensure informed decision-making [8][13] Group 3: Meeting Procedures - The board must hold at least two meetings annually, with provisions for calling additional meetings under specific circumstances [13][26] - Meeting notifications must be sent in advance, detailing the agenda and participants [29][30] - Decisions require a majority vote from attending directors, and minutes must be recorded and maintained for at least ten years [21][22][24] Group 4: Compliance and Governance - The board is responsible for ensuring compliance with laws and regulations, and any decisions that violate these can lead to liability for the directors involved [19][20] - The document emphasizes the importance of diversity in board composition, considering various factors such as gender, age, and professional experience [55][56][58]

Core Points - The company establishes an internal audit system to enhance audit quality and protect investors' rights [1][2] - The internal audit department is responsible for evaluating the effectiveness of internal controls and risk management [1][3] - The board of directors is accountable for the establishment and implementation of internal control systems [2][4] Group 1: Internal Audit Structure - The company has set up an internal audit department under the board's audit committee to supervise financial information and internal control systems [2][5] - The internal audit department must have at least two dedicated personnel with relevant professional knowledge and experience [2][7] - The internal audit department operates independently and reports directly to the board's audit committee [2][9] Group 2: Responsibilities and Requirements - The internal audit department is tasked with evaluating the completeness and effectiveness of internal control systems across the company and its subsidiaries [3][13] - The department must report its findings and any significant issues to the audit committee at least quarterly [3][12] - Internal audit personnel must maintain confidentiality and ensure the reliability of audit evidence [7][19] Group 3: Audit Procedures and Focus Areas - The internal audit department is required to conduct audits on significant transactions such as external investments, asset purchases, and related party transactions [9][10] - Audits must focus on compliance with approval procedures and the legitimacy of financial activities [10][11] - The department must also evaluate the management of raised funds and ensure they are used according to the planned investment projects [12][28] Group 4: Reporting and Accountability - The internal audit department must submit an annual internal control evaluation report to the audit committee [20][21] - If significant deficiencies or risks are identified, the audit committee must inform the board and shareholders promptly [15][16] - The company implements a responsibility accountability mechanism for violations of internal control systems [20][23]

Core Points - The article outlines the information disclosure management system of Hainan Jinpan Intelligent Technology Co., Ltd, emphasizing the importance of timely, fair, and accurate disclosure of information to protect the rights of stakeholders [1][2][3] Group 1: Information Disclosure Obligations - The board of directors is responsible for ensuring the effective implementation of the disclosure system, guaranteeing the timeliness and fairness of disclosures [2][3] - Information disclosure must be truthful, accurate, complete, and should not selectively disclose information or mislead investors [2][3] - Insider information must not be disclosed before it is legally required, and individuals with insider knowledge are prohibited from trading based on that information [2][3] Group 2: Reporting Requirements - The company is required to disclose periodic reports, including annual, semi-annual, and quarterly reports, which must be completed within specified timeframes [5][6] - Annual reports must include key financial data, stock and bond issuance details, and significant events affecting the company [13] - The company must disclose any major events that could significantly impact its securities or investment decisions, including changes in management or significant financial losses [13][14] Group 3: Procedures for Disclosure - The process for disclosing periodic reports involves drafting by senior management, auditing by the audit committee, and approval by the board of directors [33][34] - For temporary reports, the company must follow specific procedures to disclose significant events that could affect trading prices or investment decisions [34][35] - The company must ensure that any corrections or clarifications to previously disclosed information are made promptly [35] Group 4: Responsibilities and Compliance - The board secretary is responsible for coordinating disclosure activities and ensuring compliance with regulations [41][42] - All stakeholders, including major shareholders and management, must report any significant changes that could affect the company’s operations or securities [19][20] - The company must maintain confidentiality regarding undisclosed information and ensure that all disclosures comply with legal and regulatory requirements [23][24]