证券代码：688768 证券简称：容知日新 公告编号：2025-027 安徽容知日新科技股份有限公司 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 7 月 11 日 （二） 股东大会召开的地点：安徽省合肥市高新区生物医药园支路 59 号公司会 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 | 36 | | --- | --- | | 普通股股东人数 | 36 | | 2、出席会议的股东所持有的表决权数量 | 42,693,060 | | 普通股股东所持有表决权数量 | 42,693,060 | | 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例（%） | 48.8326 | | 普通股股东所持有表决权数量占公司表决权数量的比例（%） | 48.8326 | （四） 表决方 ...

北京市朝阳区建外大街丁 12 号英皇集团中心 8 层 8/F, Emperor Group Centre, No.12D, Jianwai Avenue, Chaoyang District, Beijing, 100022, P.R.China 电话/Tel.:010-50867666 传真/Fax:010-56916450 网址/Website:www.kangdalawyers.com 北京 西安 深圳 海口 上海 广州 杭州 沈阳 南京 天津 菏泽 成都 苏州 呼和浩特 香港 武汉 郑州 长沙 厦门 重庆 合肥 宁波 济南 昆明 北京市康达律师事务所 关于安徽容知日新科技股份有限公司 2025 年第一次临时股东大会的法律意见书 康达股会字[2025]第 0316 号 致：安徽容知日新科技股份有限公司 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》"）、《上市公司股东会规则》（以下简称"《规则》"）、 《安徽容知日新科技股份有限公司章程》（以下简称"《公司章程》"）及安徽容知日 新科技股份有限公司（以下简称"公司"）与北京市康达律师事务所（以下简 ...

Core Viewpoint - Anhui Rongzhi Rixin Technology Co., Ltd. is proposing several resolutions for the upcoming shareholders' meeting, including the cancellation of the supervisory board, amendments to the articles of association, and the use of surplus raised funds for operational liquidity and new projects [6][12][22]. Group 1: Meeting Procedures - The shareholders and their representatives must sign in 20 minutes before the meeting and present necessary identification documents to participate [2][4]. - The meeting will be conducted with a combination of on-site and online voting, with specific time slots for each voting method [5][3]. - The meeting will be presided over by the chairman, Mr. Nie Weihua, and will include a report on the number of shareholders present and their voting rights [4][5]. Group 2: Resolutions Proposed - Resolution 1 involves the cancellation of the supervisory board, with the audit committee of the board taking over its responsibilities, in accordance with the revised Company Law [6][8]. - Resolution 2 includes amendments to the internal governance structure to align with the new articles of association and relevant regulations [8][10]. - Resolution 3 addresses the completion of fundraising projects and proposes to use the remaining funds for permanent working capital and new project implementation [12][17]. Group 3: Fund Utilization - The total amount raised from the initial public offering and subsequent fundraising is approximately 577.50 million yuan, with specific allocations for various projects [12][13]. - The surplus funds amount to approximately 91.27 million yuan, which will be allocated to support daily operations and new project developments [16][17]. - The new project involves the development of intelligent operation and inspection robots, with an estimated investment of 125.20 million yuan, of which 64 million yuan will come from the surplus funds [17][19]. Group 4: Board Elections - The company is preparing for the election of the fourth board of directors, with nominations for non-independent and independent directors already made [22][23]. - The term for the newly elected directors will be three years, starting from the approval date of the shareholders' meeting [22][23].

证券代码：688768 证券简称：容知日新 安徽容知日新科技股份有限公司 2025 年第一次临时股东大会会议资料 2025 年 7 月 1 | 目录 | | --- | | 2025 年第一次临时股东大会会议须知 3 | | | --- | --- | | 2025 年第一次临时股东大会会议议程 5 | | | 年第一次临时股东大会会议议案 2025 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：关于修订部分公司内部治理制度的议案 9 | | | 议案三：关于募集资金投资项目结项并将结余募集资金用于永久补充流动资金 | | | 及实施新建项目的议案 | 10 | | 议案四：关于公司董事会换届选举第四届董事会非独立董事的议案 15 | | | 议案五：关于公司董事会换届选举第四届董事会独立董事的议案 | 16 | 2 安徽容知日新科技股份有限公司 2025 年第一次临时股东大会会议须知 为了维护全体股东的合法权益，确保股东大会的正常秩序和议事效率，保证 大会的顺利进行，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》 ...

Group 1 - The company has decided to abolish the supervisory board and transfer its responsibilities to the audit committee under the board of directors, in accordance with the revised Company Law and relevant regulations [1][2] - The supervisory board will continue to perform its supervisory duties until the shareholders' meeting approves the abolition of the supervisory board, ensuring compliance with legal requirements [1] - The company will amend its articles of association to reflect the cancellation of the supervisory board and make necessary adjustments to internal governance rules [2] Group 2 - The amendments to the articles of association will include changes to the terminology, replacing "supervisory board" with "shareholders' meeting" and removing all references to the supervisory board and its related terms [2] - The revision aims to enhance the company's governance structure and align with the operational requirements of companies listed on the Sci-Tech Innovation Board [2] - The changes will also involve adjustments to the numbering of articles and minor wording changes without altering the substantive content [2]

Core Viewpoint - Anhui Rongzhi Rixin Technology Co., Ltd. has announced adjustments to its 2024 restricted stock incentive plan, including changes to the grant price and the cancellation of certain unvested shares due to employee departures [1][2][3] Group 1: Decision Process and Disclosure - The board of directors and the supervisory board approved the adjustment of the grant price and the cancellation of unvested shares during meetings held on June 25, 2025 [1][2] - The company has disclosed relevant information regarding the incentive plan and its adjustments on the Shanghai Stock Exchange website [2][3] Group 2: Adjustment Reasons and Results - The adjustment in the grant price is due to the company's annual equity distribution, which included a cash dividend of 0.43 yuan per share, resulting in a new grant price of 14.455 yuan per share [4][5] - A total of 22,364 shares will be canceled due to 18 employees leaving the company and not meeting performance criteria [5][6] Group 3: Impact on the Company - The adjustments to the grant price and the cancellation of shares are not expected to materially affect the company's financial status or operational results, nor will they impact the stability of the core team [5][6] Group 4: Opinions from Committees - The board's remuneration and assessment committee and the supervisory board both agree that the adjustments comply with relevant regulations and do not harm shareholder interests [6][7]

Core Points - The company announced the fulfillment of conditions for the first vesting period of its 2024 restricted stock incentive plan, allowing 205 eligible participants to vest 561,360 shares [1][10][20] - The vesting conditions include a 12-month service period and meeting company-level performance targets for the fiscal years 2024 and 2025 [1][3][12] - The performance targets for the first vesting period are set at a net profit of 120 million yuan for 2024 and 150 million yuan for 2025, with trigger values of 100 million yuan and 125 million yuan respectively [2][14] Vesting Arrangement - The first vesting period starts 12 months after the grant date and lasts until the last trading day within 24 months [1][10] - The total number of shares granted under the plan is 1.5 million, with a grant price of 14.455 yuan per share [3][22] - The company has established a performance assessment framework that includes both company-level and individual-level evaluations [5][16] Performance Assessment - Company-level performance assessment will determine the vesting ratio, with 100% vesting if the target is met, 80% if the trigger value is reached, and 0% if below the trigger value [2][12] - Individual performance assessments categorize participants into three tiers: B+ and above, B, and below B, affecting their actual share vesting amounts [5][18] Approval and Compliance - The incentive plan was approved by the board and supervisory committee, with necessary disclosures made to the Shanghai Stock Exchange [6][8][25] - The supervisory committee confirmed that the vesting conditions have been met and that the plan complies with relevant laws and regulations [20][23] Financial Impact - The company will account for the costs associated with the restricted stock according to relevant accounting standards, ensuring that the vesting does not significantly impact its financial status [24]

Core Viewpoint - The legal opinion letter addresses the adjustments to the 2024 restricted stock incentive plan of Anhui Rongzhi Rixin Technology Co., Ltd., including the grant price, the first vesting period conditions, and the cancellation of certain restricted stocks [1][2][3]. Group 1: Approval and Authorization of the Incentive Plan - On May 7, 2024, the company's Compensation and Assessment Committee proposed the draft of the 2024 restricted stock incentive plan, which was submitted for review by the board of directors [3][4]. - The board of directors approved the relevant proposals regarding the incentive plan during its meeting on May 7, 2024, with independent directors providing clear opinions [4][5]. - The supervisory board also reviewed and approved the incentive plan and the list of incentive recipients [5][6]. Group 2: Adjustments to Grant Price and Vesting Conditions - The grant price for the restricted stock was adjusted to 14.455 yuan per share after accounting for a cash dividend of 0.43 yuan per share [10][11]. - The first vesting period is defined as the period from June 24, 2025, to June 24, 2026, with specific conditions that must be met for the stocks to vest [12][13]. Group 3: Cancellation of Restricted Stocks - A total of 22,364 shares of restricted stock will be canceled due to the departure of 18 incentive recipients and performance not meeting the required standards [14][15]. - The cancellation of these stocks is not expected to materially impact the company's financial status or operational results [15][16]. Group 4: Information Disclosure - The company has fulfilled its necessary information disclosure obligations in accordance with relevant regulations and will continue to do so as the incentive plan progresses [16][17].

General Principles - The rules are established to standardize the decision-making process of the board of directors of Anhui Rongzhi Rixin Technology Co., Ltd. and to enhance the board's operational efficiency and decision-making quality [2][3] - The board of directors is the decision-making body for the company's management, responsible for major operational activities and accountable to the shareholders [2] Composition and Committees - The board consists of 5 directors, including 2 independent directors elected by the shareholders [3] - The board has established four specialized committees: Audit Committee, Strategy Committee, Nomination Committee, and Compensation and Assessment Committee [3][4] Board Meetings - Board meetings are convened by the chairman, with provisions for the vice chairman or a designated director to convene in the chairman's absence [4][5] - The board must hold at least two meetings annually, with notifications sent out 10 days in advance for regular meetings and 3 days for temporary meetings [5][6] Voting and Decision-Making - A quorum for board meetings requires the presence of more than half of the directors, and decisions must be approved by a majority of the directors present [19][20] - Directors must express their voting intentions clearly, with options for approval, disapproval, or abstention [27][28] Meeting Records - The board secretary is responsible for recording meeting minutes, which must include attendance, agenda, discussion points, and voting results [35][36] - Meeting records must be accurate and signed by attendees, with provisions for dissenting opinions to be noted [38][39] Compliance and Amendments - The rules must comply with national laws and regulations, and any conflicts with existing laws will be resolved in favor of the legal provisions [14][15] - The rules are subject to approval by the shareholders and can be amended as necessary [44][45]

Core Viewpoint - The document outlines the information disclosure deferral and exemption management system for Anhui Rongzhi Rixin Technology Co., Ltd, aiming to ensure compliance with relevant laws and regulations while protecting the company's interests and sensitive information [1][2]. Group 1: General Provisions - The system is established to regulate the deferral and exemption of information disclosure by the company and its related parties, ensuring compliance with the Securities Law of the People's Republic of China and other relevant regulations [1][2]. - "Information disclosure obligors" include the company, its directors, general manager, financial officer, board secretary, and other senior management, as well as major responsible persons from departments and subsidiaries [1][2]. Group 2: Scope of Deferral and Exemption - Information disclosure can be deferred if it involves uncertainty or temporary business secrets that may harm the company's interests or mislead investors [2][3]. - Exemption from disclosure is allowed for information that is classified as state secrets, business secrets, or sensitive commercial information, where disclosure could violate confidentiality laws or harm the company and investors [2][3]. Group 3: Procedures for Deferral and Exemption - Information disclosure obligors must carefully determine the matters for deferral or exemption and take effective measures to prevent leaks of such information [4][5]. - The securities department is responsible for organizing and coordinating the specific affairs related to information disclosure deferral and exemption [4]. Group 4: Responsibilities and Obligations - Individuals with knowledge of deferred or exempted information must ensure that the number of people aware of such information is minimized and must not disclose it [5][6]. - If deferred or exempted information is leaked or if the reasons for deferral or exemption are no longer valid, the company must promptly verify the situation and disclose the information [6][7]. Group 5: Reporting and Documentation - The company must submit relevant registration materials regarding deferred or exempted disclosures to the local securities regulatory authority and stock exchange within ten days after the announcement of periodic reports [7]. - The system includes specific documentation requirements for deferral and exemption matters, including reasons, types of documents involved, and internal approval processes [4][5].