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].

Investment Rating - The report maintains a "Buy" rating for the company [1] Core Views - The company is focusing on three strategic areas to enhance its operations and is expected to see positive results from these initiatives [7] - The management team has been restructured, leading to improved operational efficiency and cost reduction [7] - The company is leveraging AI technology to innovate its service offerings, particularly in inspection solutions [7] Financial Data and Profit Forecast - Total revenue is projected to grow from 584 million in 2024 to 717 million in 2025, with a year-on-year growth rate of 22.9% [5] - The net profit attributable to the parent company is expected to increase from 108 million in 2024 to 163 million in 2025, reflecting a growth rate of 51.3% [5] - Earnings per share are forecasted to rise from 1.31 in 2024 to 1.86 in 2025 [5] - The gross margin is expected to remain stable at around 63.6% for 2025 [5]

董事、高级管理人员和核心技术人员所持本公司股份及其变动管理制度 安徽容知日新科技股份有限公司 董事、高级管理人员和核心技术人员 所持本公司股份及其变动管理制度 第一条 为加强对公司董事、高级管理人员和核心技术人员所持本公司股份 及其变动的管理，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》"）、《上市公司董事和高级 管理人员所持本公司股份及其变动管理规则》《上海证券交易所科创板股票上市 规则》（以下简称"《上市规则》"）、《上海证券交易所上市公司自律监管指引 第 15 号——股东及董事、高级管理人员减持股份》《上海证券交易所上市公司自 律监管指引第 8 号——股份变动管理》等法律、法规、规范性文件和《安徽容知 日新科技股份有限公司章程》（以下简称"《公司章程》"）的规定，结合公司 的实际情况，特制定本制度。 第二条 本制度适用于本公司的董事、高级管理人员和核心技术人员所持公 司股份及其变动的管理。 第三条 公司董事、高级管理人员和核心技术人员在买卖本公司股票及其衍 生品种前，应知悉《公司法》《证券法》等法律、法规关于内幕交易、操纵市场 等禁止行为的规定 ...