大连智云自动化装备股份有限公司 证券代码：300097 证券简称：ST 智云 公告编号：2025-032 大连智云自动化装备股份有限公司 关于公司股票交易被实施其他风险警示相关事项的进展公告 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： 1、大连智云自动化装备股份有限公司（以下简称"公司"）收到中国证券监督 管理委员会大连监管局（以下简称"大连证监局"）下发的《行政处罚事先告知书》 （大证监处罚字【2024】3 号），并于 2024 年 12 月 11 日在巨潮资讯网披露了《关 于公司及相关当事人收到<行政处罚事先告知书>的公告》（公告编号：2024-052）。 根据《深圳证券交易所创业板股票上市规则》第 9.4 条第（七）项规定，公司股票 交易于 2024 年 12 月 12 日起被实施其他风险警示。 2、公司于 2025 年 3 月 14 日收到大连证监局下发的《行政处罚决定书》（[2025]1 号），《行政处罚决定书》中认定的情况与《行政处罚事先告知书》中涉及的违法 违规行为一致。 公司已就《行政处罚决定书》所涉事项对相应年度财务会计报告进 ...

Core Points - The article outlines the implementation details of the online voting system for the shareholders' meeting of Dalian Zhiyun Automation Equipment Co., Ltd, aiming to enhance the voting mechanism and protect investors' rights [1][2][8] - The online voting system includes both the Shenzhen Stock Exchange trading system and an internet voting system, providing shareholders with multiple options to exercise their voting rights [2][4] Section Summaries General Provisions - The company establishes the "Implementation Rules for Online Voting at Shareholders' Meetings" to improve the voting mechanism and protect investors' rights [1] - The online voting system is defined as a technology platform that allows shareholders to exercise their voting rights via the internet [2] Preparation for Online Voting - The company must clearly outline voting codes, voting abbreviations, voting times, proposals, and proposal types in the shareholders' meeting notice [5] - The company is required to verify voting information for accuracy and completeness before the voting begins [3] Voting via Shenzhen Stock Exchange Trading System - Shareholders' meetings that utilize the Shenzhen Stock Exchange trading system must be held on trading days [8] - Voting through this system occurs during the trading hours of the shareholders' meeting [9] Voting via Internet Voting System - The internet voting system opens for voting at 9:15 AM on the day of the shareholders' meeting and closes at 3:00 PM [11] - Shareholders must authenticate their identity to vote through the internet voting system [12] Voting Results and Resolutions - Shareholders who vote through the online system are considered present at the meeting, and their votes are counted based on their shareholdings [14] - The company must combine and publish the results of both onsite and online voting after the meeting [16][18] Supplementary Provisions - Any matters not covered by these rules will be governed by relevant laws and regulations [19] - The board of directors is responsible for the formulation, interpretation, and revision of these rules [20]

Core Points - The company has established an internal audit system to enhance audit quality and ensure regular and institutionalized internal auditing [1][2] - The internal audit department is responsible for supervising and inspecting the company's business activities, risk management, internal controls, and financial information [2][3] - The audit committee of the board plays a crucial role in guiding and supervising the internal audit department's work [3][4] Group 1: Internal Audit Structure - The company has set up an audit department that reports to the board of directors and the audit committee [2][3] - The audit department must maintain independence and cannot be under the leadership of the finance department [2][4] - The audit department is responsible for evaluating the effectiveness of internal controls and compliance with financial regulations [4][5] Group 2: Audit Responsibilities - The audit department conducts audits on the completeness, rationality, and effectiveness of internal control systems across various departments and subsidiaries [4][5] - It is required to report at least quarterly to the board or the audit committee on the execution of the internal audit plan and any issues discovered [5][6] - The audit department must cooperate with external audit firms and provide necessary support [5][6] Group 3: Audit Procedures and Reporting - The audit department must submit an annual internal audit work plan two months before the end of each fiscal year and an annual report two months after the fiscal year ends [6][7] - Audit projects are initiated based on the audit committee's approval, and the audit department must notify the audited units three days prior to the audit [10][11] - The audit department is required to maintain detailed records of audit evidence and findings, which must be documented and archived [24][25] Group 4: Internal Control Evaluation - The audit department is responsible for evaluating the effectiveness of internal controls and must report any significant deficiencies or risks to the board or audit committee [13][14] - The evaluation report should include the purpose, scope, conclusions, and recommendations for improving internal controls [13][14] - The company must disclose any significant deficiencies in internal controls to the stock exchange if identified [14][19] Group 5: Compliance and Penalties - The audit committee is tasked with overseeing compliance and may recommend penalties for departments or individuals who obstruct the audit process [31][32] - Internal audit staff are protected by law from retaliation for performing their duties [8][31] - Violations of the internal audit regulations may result in disciplinary actions or economic penalties [31][32]

General Principles - The company establishes a system to enhance the management of its subsidiaries, ensuring their operation is standardized, efficient, and orderly, thereby promoting healthy development and improving overall asset operation quality [1][2] - The system applies to subsidiaries where the company holds more than 50% of the shares or can control the board of directors [1] Management and Supervision - The company maintains an equal legal relationship with its subsidiaries, exercising shareholder rights such as asset income, major decision participation, and management selection [2][3] - Subsidiaries must provide timely, complete, and accurate information regarding their performance and financial status to facilitate informed decision-making by the company's board [3][4] Personnel Management - The company appoints or recommends directors, supervisors, and senior management for its subsidiaries, ensuring compliance with the subsidiaries' approval procedures [4][5] - Directors and senior management of subsidiaries must adhere to legal obligations and company regulations, avoiding conflicts of interest and ensuring the protection of company interests [6][7] Financial Management - Subsidiaries are required to follow the company's unified financial management policies and report financial statements in accordance with company requirements [8][9] - Financial reports submitted by subsidiaries must include various financial documents such as income statements, balance sheets, and cash flow statements [9][10] Operational Decision-Making - The operational and development plans of subsidiaries must align with the company's overall strategy and objectives [10][11] - Subsidiaries must establish decision-making procedures for investment projects, ensuring thorough evaluation and risk management before proceeding with external investments [11][12] Information Management - Major events occurring in subsidiaries are treated as significant events for the company, necessitating compliance with information disclosure regulations [12][13] - The chairman or executive director of a subsidiary is responsible for providing information, with specific departments designated for managing information disclosure [13][14] Internal Audit and Supervision - The company's audit department conducts regular audits of subsidiaries to ensure compliance with financial and operational regulations [14][15] - Subsidiaries must cooperate with audits and implement corrective actions based on audit findings [15][16] Assessment and Accountability - The company oversees and guides subsidiaries based on internal control systems, holding them accountable for any failures that result in losses [16][17] - Subsidiaries are encouraged to establish their own assessment and reward systems to motivate staff and ensure fair competition [17]

Group 1 - The company establishes a Strategic Investment Committee under the Board of Directors to enhance core competitiveness and sustainable development [1][2] - The Strategic Committee consists of three directors, including the Chairman and at least one independent director [2][3] - The committee is responsible for researching and proposing suggestions on the company's long-term development strategy and major investment decisions [3][4] Group 2 - The Nomination Committee is set up to standardize the selection mechanism for directors and senior management, optimizing the composition of the Board [9][10] - The committee consists of three directors, with a majority being independent directors [10][11] - The Nomination Committee is responsible for proposing candidates for directors and senior management, as well as reviewing their qualifications [11][12] Group 3 - The Audit Committee is established to strengthen the decision-making function of the Board and improve internal control systems [17][18] - The committee is composed of three directors, with a majority being independent directors and the chairperson being a professional accountant [18][19] - The Audit Committee oversees internal and external audits, ensuring compliance with laws and regulations [20][21] Group 4 - The Remuneration and Assessment Committee is formed to establish a performance evaluation system for directors and senior management [29][30] - The committee consists of three directors, with a majority being independent directors [30][31] - The committee is responsible for formulating and reviewing remuneration policies and performance assessment standards for directors and senior management [31][32]

Core Viewpoint - The company establishes a long-term mechanism to prevent the controlling shareholders, actual controllers, and related parties from occupying the company's funds, ensuring the protection of the legitimate rights and interests of the company and public shareholders [1][2]. Group 1: Definitions and Scope - The term "controlling shareholder" refers to a shareholder holding more than 50% of the company's total share capital or having significant influence over shareholder meetings despite holding less than 50% [1]. - The term "actual controller" refers to individuals or entities that can actually control the company's actions through investment relationships or agreements [1]. - The term "related parties" includes entities and individuals defined under the Shenzhen Stock Exchange's rules [1]. Group 2: Prohibitions on Fund Occupation - Controlling shareholders, actual controllers, and related parties are prohibited from occupying company funds in any form that harms the company and public shareholders [2]. - Fund occupation includes both operational and non-operational forms, such as using company funds for personal expenses or providing guarantees without proper compensation [2][3]. Group 3: Management and Oversight - The company must implement strict management and oversight measures to prevent fund occupation, including regular checks by the finance and audit departments [4][7]. - The board of directors must independently operate and manage the company, ensuring no conflicts of interest with controlling shareholders or related parties [6][12]. Group 4: Responsibilities and Legal Actions - The chairman of the board is the primary responsible person for preventing fund occupation and ensuring compliance with the established mechanisms [12]. - In cases of fund occupation, the board must take effective measures to stop the infringement and may initiate legal actions if necessary [8][19]. Group 5: Penalties and Accountability - Controlling shareholders and related parties who violate the regulations and cause losses to the company will bear compensation responsibilities [22][25]. - The company will impose penalties on responsible individuals and may pursue legal actions against them for any violations that harm investor interests [25][10].

Core Points - The document outlines the governance structure and responsibilities of the board secretary at Dalian Zhiyun Automation Equipment Co., Ltd, ensuring the protection of the company's and investors' rights [1][2]. Group 1: Board Secretary Qualifications - The board secretary must possess necessary financial, management, and legal knowledge, along with good professional ethics and a qualification certificate issued by the stock exchange [2][3]. - Individuals with certain disqualifying conditions, such as administrative penalties from the China Securities Regulatory Commission (CSRC) within the last 36 months, are prohibited from serving as board secretary [3]. Group 2: Appointment and Dismissal - The board secretary is nominated by the chairman and appointed or dismissed by the board of directors, with a requirement to fill the position within three months of a vacancy [6][7]. - During the vacancy, a designated director or senior manager will temporarily assume the responsibilities of the board secretary [6]. Group 3: Responsibilities of the Board Secretary - The board secretary is responsible for managing the company's information disclosure, investor relations, and coordinating communication with regulatory bodies and stakeholders [16][18]. - The board secretary must ensure compliance with relevant laws and regulations, and is tasked with organizing board and shareholder meetings, maintaining records, and overseeing confidentiality of sensitive information [16][18]. Group 4: Work Procedures - The board secretary must coordinate information disclosure efforts and ensure that all relevant departments provide necessary information for compliance [19][20]. - The company is required to establish an information disclosure department managed by the board secretary to facilitate effective communication and compliance [22][23].

Core Viewpoint - The company has established a comprehensive emergency management system to effectively respond to sudden events that may impact its operations, financial status, and reputation, ensuring the protection of investors' interests [1][2]. Group 1: Emergency Management Framework - The company aims to strengthen its emergency management for sudden events, establishing a rapid response mechanism to minimize impacts and losses [1]. - The emergency management system is applicable to all functional departments and wholly-owned subsidiaries of the company [1]. - The company emphasizes a principle of prevention combined with emergency response in handling sudden events [1]. Group 2: Classification of Sudden Events - Sudden events are categorized based on their social harm and impact scope, including governance, operational, and policy environment-related events [1]. Group 3: Basic Principles for Handling Sudden Events - The handling of sudden events should follow principles of legality, timeliness, unified leadership, and protection of investor interests [3][4]. Group 4: Emergency Response Team - An emergency response leadership group is established, led by the chairman, with responsibilities including decision-making, coordination, and external communication during emergencies [2][4]. Group 5: Prevention and Early Warning Mechanisms - The company will implement preventive measures against potential sudden events and regularly assess risks based on monitoring results [5]. - Department heads are responsible for early warning and prevention, ensuring timely reporting and control of potential issues [5]. Group 6: Emergency Measures and Post-Event Analysis - Upon identifying a sudden event, the emergency leadership group will initiate specific emergency plans and form task forces for effective response [6][7]. - After the event, the group will analyze the causes, impacts, and lessons learned to improve future emergency plans [7]. Group 7: Accountability and Compliance - The company enforces a responsibility system for emergency management, with penalties for late or false reporting of events [9]. - All personnel involved in emergency management must adhere to confidentiality and loyalty to the company's interests [8].

Core Points - The document outlines the regulations and principles governing related party transactions for Dalian Zhiyun Automation Equipment Co., Ltd, ensuring fairness and protection of shareholders' rights, especially for minority shareholders [1][2][3] Group 1: General Principles - Related party transactions must adhere to principles of honesty and credit, avoidance of conflicts of interest, fair pricing, transparency, and respect for independent directors' opinions [1][2] - The company may hire professional evaluators or independent financial advisors when necessary for related party transactions [1] Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have significant control or ownership over the company, such as those holding more than 5% of shares [2][3] - The document specifies criteria for identifying related parties, including family relationships and positions within the company or its controlling entities [2][3] Group 3: Approval Authority and Procedures - The General Manager can approve related party transactions below specified thresholds, while the Board of Directors and Shareholders' Meeting have higher thresholds for approval [4][5][6] - Related party transactions must be reviewed and approved by independent directors, and related directors must abstain from voting [5][6] Group 4: Disclosure Requirements - The company is required to disclose related party transactions in accordance with regulatory requirements, including details about the nature of the transaction, pricing policies, and the impact on the company [12][13] - Specific disclosures include the total amount of transactions with related parties and the rationale for the transactions [12][13] Group 5: Responsibilities and Liabilities - Directors and senior management have a duty to monitor related party transactions to prevent misuse of company resources [22][23] - Any violations of the regulations regarding related party transactions can lead to liability for the responsible parties [30][31] Group 6: Miscellaneous Provisions - The document states that the regulations will take effect upon approval by the shareholders' meeting and outlines the responsibilities of the Board of Directors for interpretation and amendments [41][42]

投资者关系管理制度 大连智云自动化装备股份有限公司 投资者关系管理制度 第一章 总则 第一条 为完善大连智云自动化装备股份有限公司（以下简称"公司"）法人 治理结构，规范和调整公司投资者关系，依据《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》）、中国证监会 《上市公司信息披露管理办法》（以下简称《信息披露办法》）、《上市公司投资者 关系管理工作指引》《深圳证券交易所创业板股票上市规则》（以下简称《创业板 上市规则》）等法律、法规、规章及《大连智云自动化装备股份有限公司章程》 （以下简称《公司章程》）的规定，特制定本制度。 第二条 投资者关系管理是指公司通过便利股东权利行使、信息披露、互动 交流和诉求处理等工作，加强与投资者及潜在投资者之间的沟通，增进投资者对 公司的了解和认同，以提升公司治理水平和企业整体价值，实现尊重投资者、回 报投资者、保护投资者目的的相关活动。 第三条 公司投资者关系管理工作应严格遵循《公司法》《证券法》《信息披 露办法》《创业板上市规则》和《公司章程》及其他相关规定办理。 第四条 公司投资者关系管理的基本原则是： （一）合规性原则。公司投 ...