上海市锦天城律师事务所 法律意见书 上海市锦天城律师事务所关于 浙江信凯科技集团股份有限公司 2024 年年度股东会的 地址：上海市浦东新区银城中路 501 号上海中心大厦 11、12 楼 电话：021-20511000 传真：021-20511999 邮编：200120 上海市锦天城律师事务所 法律意见书 上海市锦天城律师事务所 关于浙江信凯科技集团股份有限公司 2024 年年度股东会的法律意见书 致：浙江信凯科技集团股份有限公司 法律意见书 根据《中华人民共和国证券法》（以下简称"《证券法》"）《中华人民 共和国公司法》（以下简称"《公司法》"）和中国证券监督管理委员会（以下 简称"中国证监会"）《上市公司股东会规则》（以下简称"《股东会规则》"） 等法律法规和有关规范性文件的要求，上海市锦天城律师事务所（以下简称"本 所"）接受浙江信凯科技集团股份有限公司（以下简称"信凯科技"或"公司"） 的委托，指派本所律师参加信凯科技 2024 年年度股东会（以下简称"本次股东 会"），并出具本法律意见书。 为出具本法律意见书，本所及经办律师依据《证券法》《律师事务所从事证 券法律业务管理办法》和《律师事务所证券法 ...

证券代码：001335 证券简称：信凯科技 公告编号：2025-023 浙江信凯科技集团股份有限公司 2024 年年度股东会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整， 没有虚假记载、误导性陈述或重大遗漏。 1. 召开时间： 1) 现场会议召开时间：2025 年 6 月 25 日（星期三）下午 2：30。 2) 网络投票时间：通过深圳证券交易所交易系统进行网络投票的具体时间为： 2025 年 6 月 25 日上午 9:15-9:25、9:30-11:30，下午 13:00-15:00； 通过深圳证券交易所互联网投票系统投票的具体时间为：2025 年 6 月 25 日 9:15-15:00 的任意时间。 2. 现场会议召开地点：浙江省杭州市余杭区仓前街道东莲街 1069 号浙江信凯科技 集团股份有限公司会议室。 3. 会议投票方式：本次会议采取现场投票表决与网络投票相结合的方式。 4. 会议召集人：公司董事会。 5. 会议主持人：公司董事长李治先生。 6. 本次股东会的股权登记日：2025 年 6 月 18 日（星期三） 7. 本次股东会的召集、召开符合《中华人民共和国公司法》《上市公司 ...

Investment Overview - The company intends to use idle self-owned funds to invest in financial products to enhance the utilization rate of these funds and increase returns for the company and its shareholders [1][2] - The maximum amount authorized for investment is up to RMB 100 million, with a usage period of 12 months from the date of board approval [1][2] Investment Products - The company will purchase low-risk financial products issued by legitimate financial institutions, characterized by high safety and good liquidity, with a maturity not exceeding 12 months [2] Implementation and Approval Process - The board of directors has authorized the management to make investment decisions within the specified limits and duration, including selecting qualified financial institutions and signing relevant contracts [2][3] - The investment proposal was approved during the board meeting on June 3, 2025 [2][3] Risk Management - The company has implemented risk control measures, including timely analysis and monitoring of the investment products, and will take necessary actions to mitigate risks if adverse factors are identified [3] - Despite choosing low-risk products, the company acknowledges potential market volatility and systemic risks [2][3] Impact on Operations - The investment in financial products will not affect the daily operations of the company and its subsidiaries, and is expected to improve capital efficiency and generate additional returns for shareholders [3][4] Sponsor's Verification Opinion - The sponsor, Guotou Securities, confirms that the investment decision has been approved by the board and complies with relevant regulations [4]

Core Viewpoint - The document outlines the management system for the shares held by directors and senior management of Zhejiang Xinkai Technology Group Co., Ltd., emphasizing compliance with relevant laws and regulations regarding share trading and insider information [1]. Chapter Summaries Chapter 1: General Principles - The management system is established to regulate the shareholding and trading activities of the company's directors and senior management, in accordance with various laws and regulations [1][2]. - The system applies specifically to the shares held by the company's directors and senior management [1]. Chapter 2: Stock Trading Regulations - Directors and senior management must be aware of laws prohibiting insider trading and market manipulation before trading shares [1]. - Shares held by directors and senior management cannot be transferred under specific conditions, including within one year of the company's stock listing and six months after leaving the company [3]. - Trading restrictions are in place during certain periods, such as before the announcement of annual and quarterly reports [4]. - A maximum of 25% of the total shares held can be transferred annually, with exceptions for certain circumstances [4]. - New shares acquired through various means are subject to specific transfer rules, including a 25% limit on newly unrestricted shares in the year of acquisition [5]. Chapter 3: Information Reporting and Disclosure - The company secretary is responsible for managing and reporting the shareholding data of directors and senior management [7]. - Directors and senior management must report any changes in their shareholdings within two trading days [8]. - Multiple securities accounts held by directors and senior management must be consolidated into one account for reporting purposes [9]. Chapter 4: Supplementary Provisions - The management system will be revised and interpreted by the board of directors, and it will take effect upon approval [11].

Core Points - The article outlines the articles of association for Zhejiang Xinkai Technology Group Co., Ltd, detailing the company's establishment, capital structure, and governance framework [1][2][3]. Group 1: Company Overview - Zhejiang Xinkai Technology Group Co., Ltd was established as a joint-stock company through the overall transformation of Hangzhou Xinkai Industrial Co., Ltd [1]. - The company is registered with a capital of RMB 93,739,560 [2]. - The company aims to operate legally and with integrity, focusing on customer needs and continuous innovation to enhance management and competitiveness [3][4]. Group 2: Share Issuance and Capital Management - The company issued 23,434,890 shares to the public on January 15, 2025, and was listed on the Shenzhen Stock Exchange on April 15, 2025 [1]. - The shares are issued in the form of stocks, adhering to principles of fairness, justice, and openness [5]. - The company has a total of 93,739,560 shares issued, all of which are ordinary shares [5][6]. Group 3: Governance and Management - The board of directors is responsible for executing company affairs, and the legal representative is elected by the board [2][3]. - The company has established a Communist Party organization to conduct activities in accordance with the Party's regulations [3]. - Shareholders have the right to sue the company, its directors, and senior management under the provisions of the articles of association [3][4]. Group 4: Shareholder Rights and Responsibilities - Shareholders are entitled to dividends and have the right to participate in decision-making processes, including voting on significant company matters [11][12]. - The company must maintain a shareholder register, which serves as proof of share ownership [11]. - Shareholders are obligated to comply with laws and the articles of association, and they cannot withdraw their capital except as legally permitted [16][17].

Core Viewpoint - The article outlines the public opinion management system of Zhejiang Xinkai Technology Group Co., Ltd., emphasizing the importance of timely and effective responses to various public opinions to protect the company's stock price, commercial reputation, and normal business operations [1][2]. Group 1: General Principles - The purpose of the public opinion management system is to enhance the company's ability to respond to various public opinions and establish a rapid response and emergency handling mechanism [1]. - Public opinion includes negative media reports, rumors that may affect the company, information impacting investor decisions, and other disclosures that could influence stock prices [1]. Group 2: Organizational Structure and Responsibilities - The board of directors leads the public opinion management work, with the chairman responsible for overseeing the handling of public opinions [2]. - A public opinion management working group may be formed, led by the chairman, to coordinate the response to public opinions [2]. - The board office is responsible for daily monitoring and management of public opinion, including collecting and analyzing significant public opinion information [2][3]. Group 3: Principles and Measures for Handling Public Opinion - The company should respond quickly and take immediate action when public opinion information is identified, ensuring a coordinated and sincere communication strategy with the media [3][5]. - The handling process includes pre-monitoring, active investigation, and post-management of public opinion to minimize negative impacts [5]. Group 4: Confidentiality and Accountability - Internal departments and relevant personnel have confidentiality obligations regarding public opinion handling processes, with penalties for breaches that cause company losses [7]. - The company reserves the right to pursue legal responsibility for any unauthorized disclosure of non-public information that damages its reputation or stock price [7]. Group 5: Implementation and Amendments - The public opinion management system is subject to relevant laws, regulations, and the company's articles of association, with the board responsible for its formulation, modification, and interpretation [9]. - The system becomes effective upon approval by the board of directors [9].

Core Viewpoint - The document outlines the financial derivatives business management system of Zhejiang Xinkai Technology Group Co., Ltd., emphasizing risk prevention and control in derivatives trading, aligning with relevant laws and regulations [1][2]. Summary by Sections General Principles - The system aims to regulate the financial derivatives trading behavior of the company and its subsidiaries, ensuring compliance with laws such as the Company Law and Securities Law of the People's Republic of China [1]. - Financial derivatives include products like forwards, options, swaps, and currency swaps, which can be settled either through physical delivery or cash difference [1]. Operational Principles - The company and its subsidiaries must strictly control the types and scale of derivatives trading, ensuring it does not affect normal business operations [2]. - Derivatives trading should not be solely for profit but should be based on normal business operations, focusing on hedging and risk prevention related to exchange rates and interest rates [2]. Approval Authority - Any foreign exchange derivatives trading must be preceded by a feasibility analysis report submitted to the board of directors for approval [2]. - Overall plans and limits for derivatives trading must comply with regulations and require board approval; if exceeding board authority, shareholder approval is necessary [2]. Management and Operational Processes - The board authorizes the chairman and representatives to manage foreign exchange derivatives trading, including signing legal documents [4]. - The finance director leads the derivatives team, overseeing risk management, market analysis, and strategy formulation [4]. - The operations team is responsible for providing relevant data and ensuring approved funds for derivatives trading are monitored and reconciled monthly [5]. Risk Management - A risk measurement system is established to assess funding risks and price fluctuation risks associated with derivatives trading [6]. - In case of significant market changes that increase risks, the company must report and initiate emergency measures [6]. - A stop-loss mechanism is activated when market price fluctuations approach predetermined limits [6]. Information Disclosure - The company must disclose information regarding derivatives trading in accordance with regulations from the China Securities Regulatory Commission and the Shenzhen Stock Exchange [7]. - Any confirmed gains or losses from derivatives trading that exceed 10% of the most recent audited net profit must be disclosed promptly [7]. Other Provisions - The management system will be effective upon approval by the board and will be interpreted by the board [9].

浙江信凯科技集团股份有限公司 尊敬的各位股东及股东代表： 本人沈日炯作为浙江信凯科技集团股份有限公司（以下简称"公司"）的独 立董事，2024 年度严格按照《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》"）《上市公司独立董事管理办 法》《深圳证券交易所股票上市规则》和《深圳证券交易所上市公司自律监管指 引第 1 号——主板上市公司规范运作》等法律法规及《公司章程》《独立董事工 作制度》的有关规定和要求，认真履行独立董事职责，密切关注公司事务，按时 出席股东会、董事会等会议，依托专业知识为公司经营决策和规范运作提出意见 建议，充分发挥独立董事作用，切实维护公司及全体股东的合法权益。现将本人 一、 独立董事的基本情况 沈日炯，男，1956 年 12 月出生，中国国籍，无境外永久居留权，美国中央 城大学工商管理学硕士学历。1982 年 3 月至 1984 年 11 月，历任沈阳化工研究 院化学工程研究室技术员、助工；1984 年 12 月至 2012 年 9 月，历任沈阳化工 研究院染料标准化研究室专题组长、副主任、高级工程师、主任等；1998 年 9 月 至 ...

证券代码：001335 证券简称：信凯科技 公告编号：2025-014 一、利润分配预案的基本情况 属于母公司所有者的净利润 110,969,670.87 元，截至 2024 年末累计未分配利润 分配利润 203,428,848.19 元。 根据 2024 年度公司盈利状况，在充分考虑公司未来业务发展及资金需求、 公司长远发展与股东投资回报的基础上，公司 2024 年度利润分配方案如下： 公司拟以利润分配实施时股权登记日总股本为基数，向全体股东每 10 股派 发现金红利 1.50 元（含税）；以此初步核算，公司拟派发现金红利：14,060,934.00 元（含税），不以资本公积金转增股本，不送红股。如分配方案公告后至实施前， 公司总股本发生变化的，将按照分配比例不变的原则调整分配总额。 二、现金分红方案的具体情况 浙江信凯科技集团股份有限公司 关于 2024 年度利润分配预案的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整， 没有虚假记载、误导性陈述或重大遗漏。 浙江信凯科技集团股份有限公司（以下简称"公司"、"信凯科技"）于 2025 年 6 月 3 日召开第二届董事会第八次会议和第二届监事 ...

Group 1 - The company held its sixth meeting of the second supervisory board on June 3, 2025, with all three supervisors present, and the meeting was deemed legally valid [1] - The supervisory board approved the 2024 annual work report and the financial settlement report, which indicated a net profit of CNY 110,969,670.87 for 2024 and undistributed profits of CNY 203,428,848.19 [2] - The proposed profit distribution plan includes a cash dividend of CNY 1.50 per 10 shares, amounting to a total of CNY 14,060,934.00, based on the total share capital of 93,739,560 shares as of June 3, 2025 [2] Group 2 - The supervisory board agreed to renew the appointment of Zhonghui Certified Public Accountants for the 2025 audit, citing their adherence to independent auditing principles [4] - The company plans to apply for bank credit facilities not exceeding CNY 300 million to support its operational and business development needs, with the ability to adjust the guarantee amount among subsidiaries [5][6] - The company intends to engage in foreign exchange derivative transactions with a maximum amount of CNY 30 million to manage foreign currency risks effectively [6] Group 3 - The company plans to invest up to CNY 10 million of temporarily idle funds in low-risk financial products with high liquidity and short-term maturity [7] - The company will revise its articles of association in accordance with relevant laws and regulations, with the proposal requiring approval at the 2024 annual shareholders' meeting [7]