目 录 吉林亚联发展科技股份有限公司 章 程 二○二五年七月 吉林亚联发展科技股份有限公司章程 吉林亚联发展科技股份有限公司章程 第一节 通知 第一节 合并、分立、增资和减资 2 第二节 公告 第九章 合并、分立、增资、减资、解散和清算 第二节 解散和清算 第十章 修改章程 第十一章 附则 第五章 董事和董事会 1 第一章 总则 第二章 经营宗旨和范围 第三章 股份 第一节 股份发行 第二节 股份增减和回购 第三节 股份转让 第四章 股东和股东会 第一节 股东的一般规定 第二节 控股股东和实际控制人 第三节 股东会的一般规定 第四节 股东会的召集 第五节 股东会的提案与通知 第六节 股东会的召开 第七节 股东会的表决和决议 第一节 董事的一般规定 第二节 董事会 第三节 独立董事 第四节 董事会专门委员会 第六章 高级管理人员 第七章 财务会计制度、利润分配和审计 第一节 财务会计制度 第二节 内部审计 第三节 会计师事务所的聘任 第八章 通知和公告 吉林亚联发展科技股份有限公司章程 第一章 总则 第一条 为维护公司、股东、职工和债权人的合法权益，规范公司的组织和行 为，根据《中华人民共和国公司法》(以下简称 ...

Summary of Key Points Core Viewpoint - The company, Jilin Yalian Development Technology Co., Ltd., has approved a guarantee of up to 10 million yuan for its subsidiary, Nanjing Lingyun Technology Development Co., Ltd., to support its operational needs and credit applications [1][2]. Guarantee Overview - The guarantee was approved during the board meetings held on April 27 and May 30, 2025, and aims to facilitate the subsidiary's credit and daily operations [1]. - The total guarantee amount for the subsidiary is capped at 10 million yuan [1]. Subsidiary Information - Nanjing Lingyun is involved in various sectors including transportation, environmental engineering design, software development, and sales of electronic and mechanical products [2]. Financial Data of Nanjing Lingyun - As of 2024, Nanjing Lingyun reported total assets of 32,517.32 million yuan and total liabilities of 23,285.62 million yuan, with a net asset value of 9,231.70 million yuan [3]. - The company achieved an operating income of 20,852.16 million yuan in 2024 [3]. Guarantee Agreement Details - The guarantee is a joint liability guarantee provided to Nanjing Lingyun for a credit limit of 1 million yuan from Nanjing Bank [2][4]. - The guarantee period extends for three years from the debt fulfillment date, with provisions for extensions if agreed upon by the bank and the subsidiary [4][5]. Board of Directors' Opinion - The company holds a 71.99% stake in Nanjing Lingyun, and the board believes that the guarantee will not adversely affect the company or its shareholders, as the financial risks are manageable [5]. - The total amount of guarantees provided by the company and its subsidiaries after this transaction will be 55 million yuan, which is 78.52% of the latest audited net assets [5]. Additional Information - There are no overdue guarantees, and the total outstanding guarantees amount to 34.47 million yuan, which is 49.21% of the latest audited net assets [5].

证券代码：002316 证券简称：ST亚联 公告编号：2025-035 吉林亚联发展科技股份有限公司 关于对下属子公司提供担保进展的公告 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。 特别提示： 本次被担保人南京凌云科技发展有限公司 2024 年度资产负债率超过 70%， 敬请投资者充分关注担保风险。 一、担保情况概述 根据经营和业务发展需求情况，吉林亚联发展科技股份有限公司（以下简称 "公司"或"亚联发展"）于2025年4月27日、5月30日召开的第六届董事会第二 十五次会议及2024年度股东大会审议通过了《关于对下属子公司提供担保额度预 计的议案》，同意公司对合并报表范围内子公司申请授信及日常经营提供总额度 不超过10,000万元的担保。具体内容详见公司于2025年4月29日、5月31日在指定 信息披露媒体《证券时报》《中国证券报》《上海证券报》《证券日报》和巨潮 资讯网（网址为：http://www.cninfo.com.cn）刊登的《关于对下属子公司提供担 保额度预计的公告》（公告编号：2025-018）等相关公告。 2025年7月21日，公司与南京 ...

Core Insights - A new wave of technological revolution and industrial transformation is reshaping the global innovation landscape, with the digital economy emerging as a new engine for high-quality economic development [1] - Beijing is positioning itself as a national hub for digital economy development, focusing on the deep integration of digital and real economies [1] - The launch of the Baode Advanced Computing Laboratory represents a significant milestone in the collaboration between Baode and Huawei, aimed at promoting autonomous innovation in computing power [1][2] Group 1: Event and Collaboration - The "Artificial Intelligence Empowering High-Quality Industrial Development Seminar and Baode Advanced Computing Laboratory Inauguration" was successfully held, marking a key development in the computing power industry in Beijing [1] - The laboratory serves as a platform for showcasing technological innovations and facilitating industry collaboration, integrating product display, POC validation, ecological adaptation, and industry communication [1][2] Group 2: Industry Challenges - The computing power industry faces three main challenges: 1. Technical innovation is still needed, particularly in core algorithm optimization and architecture design [5] 2. There is a lack of synergy between research and application, leading to inefficiencies in market transformation of technological innovations [5] 3. The industry chain faces collaboration barriers, with a need for improved compatibility testing and system adaptation across different vendors [5] Group 3: Future Prospects - Baode and Huawei are exploring pathways to overcome these challenges through technological innovation and industry collaboration, with the Baode Advanced Computing Laboratory being a critical step in this direction [6] - The laboratory is designed to showcase a comprehensive range of solutions from general computing to AI clusters, enhancing the visibility and accessibility of computing power innovations [6] - Baode aims to leverage this laboratory to strengthen its position in the computing power industry and contribute to the digital transformation across various sectors [6][7]

Meeting Overview - The company will hold its first extraordinary general meeting of shareholders on July 28, 2025, at the Liaoning Province Dalian City [1] - The meeting will be conducted in accordance with relevant laws and regulations, including the Securities Law of the People's Republic of China and the company's articles of association [1][2] Voting Process - Shareholders can vote through the Shenzhen Stock Exchange trading system and internet voting system during specified times on July 28, 2025 [2][4] - Only one voting method (either on-site or online) can be selected for each share [2][3] Shareholder Eligibility - All shareholders registered by the close of trading on July 22, 2025, are eligible to attend the meeting, and they may appoint proxies to vote on their behalf [2][4] - The voting results for small and medium investors will be counted separately and disclosed [4] Agenda Items - The meeting will include proposals that have been approved by the board and supervisory committee, with details available in prior announcements [3][4] - Proposals 1.00-2.00 will be subject to cumulative voting, while proposals 3.00-9.00 will be non-cumulative [3][7] Voting Procedures - Specific procedures for voting, including the distribution of votes among candidates, are outlined for both cumulative and non-cumulative proposals [6][7] - The first valid vote will be considered in case of duplicate voting on total and specific proposals [8] Contact Information - The company has provided contact details for inquiries related to the meeting, including the address and phone numbers of the board secretary [6][9]

Group 1 - The candidate Li Yanxi has been nominated as an independent director for Jilin Yalian Development Technology Co., Ltd.'s seventh board of directors [1] - The candidate confirms no relationships that could affect independence and meets the qualifications required by relevant laws and regulations [1][2] - The candidate has undergone qualification review by the nomination committee and has no conflicts of interest with the nominator [1][2] Group 2 - The candidate affirms compliance with the Company Law and other regulations regarding the eligibility to serve as a director [2][3] - The candidate has received training and holds recognized certification related to independent director responsibilities [2][3] - The candidate confirms no violations of regulations concerning public servants or party officials taking positions in companies [2][3][4] Group 3 - The candidate has no significant business dealings with the company or its major shareholders [6][7] - The candidate has not been subject to any disqualifications or penalties by regulatory authorities in the past three years [7][8] - The candidate has committed to fulfilling the responsibilities of an independent director diligently and independently [9][10]

Core Viewpoint - The company, Jilin Yalian Development Technology Co., Ltd., is undergoing a board restructuring with the election of a new board of directors, consisting of nine members, including six non-independent directors and three independent directors [1][2]. Group 1: Board Restructuring - The sixth board of directors has completed its term, and the company plans to conduct a new election [1]. - The seventh board will consist of nine directors: six non-independent and three independent [1][2]. - The board has proposed candidates for both non-independent and independent director positions, which will be submitted for shareholder approval [1][2]. Group 2: Candidate Information - Non-independent director candidates include Wang Yongbin, Yao Kehui, Yi Huanhuan, Wang Lianhong, Xue Pu, and Wang Simiao, with their qualifications detailed in the announcement [1][3][4][5][6][7][8]. - Independent director candidates include Fu Rong, Li Yanxi, and Gao Wenxiao, all of whom meet the necessary qualifications and have no disqualifying factors [1][8][9]. Group 3: Election Process - The election of independent directors requires approval from the Shenzhen Stock Exchange before being presented to the shareholders [2]. - The voting will be conducted using a cumulative voting system for both non-independent and independent director candidates [2]. - The term for the newly elected board members will be three years from the date of election approval by the shareholders [2].

Core Viewpoint - The company, Jilin Yalian Development Technology Co., Ltd., has proposed amendments to its Articles of Association to enhance decision-making efficiency and optimize corporate governance structure in response to its operational development needs [1]. Summary by Sections Amendments Overview - The amendments aim to protect the legal rights of the company, shareholders, employees, and creditors, and to standardize the company's organization and behavior [1]. - The company is a joint-stock limited company established in accordance with the Company Law and other relevant regulations [2]. Legal Representation and Responsibilities - The chairman of the board serves as the legal representative of the company, and if the chairman resigns, a new legal representative will be appointed within 30 days [2]. - The company is liable for its debts with all its assets, and shareholders are liable for the company's debts only to the extent of their subscribed shares [3]. Share Issuance and Rights - The company issues shares based on principles of openness, fairness, and justice, ensuring equal rights for each share of the same category [4]. - The company has a total of 393,120,000 shares issued, with specific regulations on the issuance and transfer of shares [6][10]. Financial Assistance and Capital Increase - The company or its subsidiaries are prohibited from providing financial assistance for the acquisition of shares, except for employee stock ownership plans [6]. - The company can increase capital through various methods, including public offerings and issuing shares to specific investors, subject to shareholder approval [7][8]. Shareholder Rights and Obligations - Shareholders have rights to dividends, participate in meetings, supervise company operations, and request information [16][17]. - Shareholders holding more than 5% of shares must report any pledges of their shares to the company [22]. Governance and Decision-Making - The company’s board of directors is responsible for convening shareholder meetings and must comply with legal and regulatory requirements [30][31]. - The company must hold a temporary shareholder meeting within two months under certain conditions, such as insufficient board members or significant losses [49][50].

Core Viewpoint - The article outlines the measures and regulations established by Jilin Yalian Development Technology Co., Ltd. to prevent the misuse of company funds by controlling shareholders and related parties, ensuring the protection of the company's financial interests and compliance with relevant laws and regulations [1][2][3]. Group 1: General Principles - The purpose of the system is to standardize financial transactions between the company and its controlling shareholders and related parties, establishing a long-term mechanism to prevent fund occupation [1]. - Related parties include natural and legal persons as defined by the listing rules and the company's related transaction management system [1]. - Fund occupation encompasses both operational and non-operational fund occupation, with specific definitions provided for each type [1]. Group 2: Prohibitions and Responsibilities - The controlling shareholders and related parties are prohibited from using their control or relationships to harm the company's interests [2]. - The company must not provide funds directly or indirectly to controlling shareholders and related parties through various means, including covering expenses or lending funds [3][4]. - Company directors and senior management are legally obligated to maintain the safety of company funds [2][4]. Group 3: Preventive Measures - The company must establish a long-term mechanism to prevent non-operational fund occupation by controlling shareholders and related parties [4]. - Regular checks and audits of financial transactions with controlling shareholders and related parties are mandated to ensure compliance [4][5]. - Independent directors are required to review financial transactions and report any irregularities to the board [5]. Group 4: Accountability and Penalties - The board of directors must take effective measures against controlling shareholders and related parties if they infringe upon company assets or harm shareholder interests [5][6]. - Disciplinary actions, including warnings and potential legal consequences, are outlined for directors and senior management who facilitate fund occupation [6][7]. - The company is responsible for reporting any fund occupation incidents to regulatory authorities and must develop a debt recovery plan [5][7].

Core Viewpoint - The document outlines the management and utilization of raised funds by Jilin Yalian Development Technology Co., Ltd, emphasizing the importance of safeguarding shareholder interests and adhering to relevant laws and regulations [1][2]. Fund Management Principles - The company must ensure that raised funds are used specifically for designated purposes, aligning with national industrial policies and sustainable development principles [1][2]. - The board of directors is responsible for thoroughly evaluating the feasibility of investment projects funded by raised capital, ensuring they have good market prospects and profitability [2][3]. - The company must maintain transparency in disclosing the actual use of raised funds and must promptly announce any significant issues affecting the investment plans [2][3]. Fund Storage and Supervision - The company is required to open a special account for raised funds, which must be managed and used exclusively for this purpose [6][7]. - A tripartite supervision agreement must be signed with the underwriter or independent financial advisor and the commercial bank holding the funds, detailing the management and withdrawal conditions [3][4]. Fund Utilization Guidelines - Raised funds should primarily be used for the company's main business and must not be allocated for high-risk investments or financial assistance to others [5][6]. - Any changes in the use of raised funds must be approved by the board of directors and disclosed to shareholders [12][19]. - The company must ensure that any surplus funds are used according to established procedures, including potential cash management or temporary liquidity support [13][14]. Monitoring and Reporting - The finance department must maintain detailed records of fund expenditures and project investments [27]. - Internal audits should be conducted quarterly to ensure compliance with fund management regulations, and any discrepancies must be reported to the board [14][15]. - The company must provide regular reports on the status of raised funds, including any significant deviations from planned expenditures [15][16]. Changes in Fund Use - Any significant changes in the use of raised funds, such as project cancellations or new investments, must be justified and approved by the board [19][20]. - The company must ensure that any changes do not adversely affect ongoing projects and must disclose the rationale for such changes [22][24]. Conclusion - The management of raised funds is governed by strict regulations to ensure transparency, accountability, and alignment with shareholder interests, with a focus on sustainable and responsible investment practices [1][2][3].