证券代码：300215 证券简称：电科院 公告编号：2025-033 苏州电器科学研究院股份有限公司 3、本次实施的分配方案与股东大会审议通过的分配方案及调整原则一致， 共分配现金红利3,745,470.93元（含税）。 4、本次实施分配方案距离股东大会审议通过的时间未超过两个月。 二、权益分派方案 2024年年度权益分派实施公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚 假记载、误导性陈述或重大遗漏。 苏州电器科学研究院股份有限公司（以下简称"公司"）2024 年年度利润分配 预案已获 2025 年 5 月 15 日召开的 2024 年度股东大会审议通过，现将权益分派 事宜公告如下： 一、股东大会审议通过利润分配方案情况 1、2025年5月15日，公司召开的2024年年度股东大会审议通过《2024年年度 利润分配预案的议案》，同意以总股本749,094,187股为基数，向全体股东按每10 股派发现金红利0.05元（含税），不转增，不送股。在利润分配方案实施前，公司 总股本如发生变化，将按照分配总额不变的原则对分配比例进行相应调整。 2、自上述利润分配预案披露至实施期间公司股本总数未发 ...

Group 1 - The core point of the article is the restructuring of the board of directors at Suzhou Electrical Appliance Research Institute Co., Ltd. (referred to as "the company"), with the current chairman Hu Chun voluntarily stepping down to facilitate a transition to a professional management team, marking a significant step in modern corporate governance [2][3] - The new board consists of 9 members, including 6 non-independent directors and 3 independent directors, with the new chairman to be elected after the board's restructuring is officially completed [2] - The company has introduced a fee reduction policy for certain electrical testing projects, aligning with the regulatory requirements to promote industrial optimization and upgrade actions [2] Group 2 - The company maintains a leading position in the core testing field of high and low voltage electrical appliances in China, with a forward-looking layout in emerging business areas such as new energy equipment lifecycle testing and energy storage system validation [3] - The transition in governance structure reflects the company's substantial progress in modern governance, with Hu Chun's exit from the board indicating his recognition of modern governance methods and confidence in market-oriented operational mechanisms [3] - The company is expected to seize new development opportunities in the context of building a new energy system and achieving carbon neutrality goals, supported by its stable governance structure, clear strategic planning, and accumulated technical strength [3]

Core Points - The company, Suzhou Electric Science Research Institute Co., Ltd., is proposing amendments to its Articles of Association to align with relevant laws and regulations, including changes in the structure and roles of the board and shareholders [1][2][3] Group 1: Amendments to Articles of Association - The board will establish an audit committee to exercise the powers previously held by the supervisory board, and the term "shareholders' meeting" will be changed to "shareholders' assembly" [1] - The legal representative of the company will now be the chairman instead of the general manager, with a new legal representative to be determined within 30 days of resignation [1][2] - The company will bear civil liability for actions taken by the legal representative in the course of their duties, with the right to seek compensation from the representative if negligence is proven [1][2] Group 2: Share Capital and Shareholder Rights - The total number of shares is 749,094,187, with a history of capital increases through various methods, including public offerings and capital reserve transfers [2][3] - Shareholders holding more than 5% of the company's shares must return any profits gained from buying and selling shares within a six-month period [3][4] - Shareholders have rights to dividends, participate in meetings, supervise company operations, and access company documents [5][6] Group 3: Governance and Decision-Making - The shareholders' assembly is the company's governing body, responsible for major decisions such as approving financial reports, profit distribution, and changes to the Articles of Association [8][9] - Specific external guarantees require approval from the shareholders' assembly, particularly if they exceed certain thresholds related to the company's net assets [9][10] - The company must provide financial assistance for share purchases only under specific conditions and with proper approvals [9][10]

Core Viewpoint - The company, Suzhou Electrical Science Research Institute Co., Ltd., has decided to implement a fee discount policy for certain electrical testing projects to support clients facing operational pressures and to promote sustainable development in the industry [1][2]. Group 1: Discount Policy Details - The company, as a leading entity in the electrical testing industry, will provide fee discounts to enterprises that are under significant operational pressure and have requested such discounts, with a particular emphasis on supporting research institutions [1]. - The specific discount standards and the implementation period of the policy will be determined based on external market conditions and the company's operational status [2]. Group 2: Impact on the Company - The discount policy is expected to reduce testing costs for clients, enhance customer loyalty, and increase order volume, thereby improving the company's cash flow [2]. - The exact impact on the company's net profit from this policy cannot be precisely estimated at this time, but the company will adhere to regulatory requirements for information disclosure [2]. Group 3: Decision-Making and Compliance - The decision to implement the discount policy was approved by the company's fifth board of directors during its 29th meeting and does not require shareholder approval [2]. - The implementation of this policy will not affect the company's ability to continue operations or its long-term development [2]. Group 4: Additional Information - The discount policy is designed to be fair and transparent [2].

Group 1 - The candidate Zhao Yichao declares independence and compliance with relevant laws and regulations for the position of independent director at Suzhou Electrical Appliance Research Institute Co., Ltd [1][6] - The candidate confirms no conflicts of interest with the company or its major shareholders [1][5] - The candidate has undergone qualification review and training as required by the Shenzhen Stock Exchange [1][3] Group 2 - The candidate possesses the necessary experience and knowledge related to the operation of listed companies [3][4] - The candidate has not been subject to any disqualifications or penalties that would prevent them from serving as an independent director [5][6] - The candidate commits to fulfilling their responsibilities diligently and independently during their tenure [6][7]

Core Points - The company has announced the election of the sixth board of directors, consisting of 9 members: 6 non-independent directors and 3 independent directors [1][2] - The independent director candidates have obtained the necessary qualifications and include a professional accountant [2] - The election of the new board will be conducted at the second extraordinary general meeting of shareholders in 2025, using a cumulative voting system [2] Group 1 - The fifth board of directors' term has ended, and the new board was proposed during the 29th meeting of the fifth board [1] - The candidates for the sixth board include Chen Fenglin, Yuan Lei, Gu Jun, Qian Min, Shi Yongbo, and Han Jian as non-independent directors, and Zhao Yichao, Chen Song, and Dong Ran as independent directors [1][2] - The term for the sixth board of directors will last three years from the date of approval by the shareholders' meeting [2] Group 2 - The independent director candidates' qualifications must be approved by the Shenzhen Stock Exchange before being submitted for shareholder voting [2] - The company emphasizes that the current board will continue to fulfill their duties until the new board is officially appointed [2]

General Provisions - The company is established to protect the legal rights of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws [2][3] - The company was founded by Hu Delin and Hu Chun, with a registered capital of RMB 74,909.4187 million [3][4] - The company is a permanent corporation, and its legal representative is the general manager, elected by the board of directors [3][4] Business Objectives and Scope - The company's business objective is to create maximum benefits for shareholders while serving society with integrity and innovation [5] - The business scope includes various electrical equipment, testing services, and technology development related to electrical apparatus [5] Share Issuance and Structure - The company issues shares in the form of stocks, with each share having a face value of RMB 1 [7][8] - The total number of issued shares is 74,909.4187 million, all of which are ordinary shares [7][8] - The company prohibits financial assistance for acquiring its shares, except under specific conditions [8][9] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, attend meetings, supervise management, and request information [13][14] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [15][16] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [18][19] - Shareholder meetings require a quorum and must follow legal and procedural guidelines for decision-making [19][20] Voting and Resolutions - Resolutions can be ordinary or special, with different voting thresholds required for each type [76][78] - Shareholders exercise voting rights based on their shareholdings, and specific rules apply to related party transactions [80][81] Board of Directors - The board of directors is responsible for managing the company and must report to shareholders annually [70][82] - Directors are nominated and elected through a defined process, ensuring transparency and compliance with regulations [82][83]

Core Points - The company held its 29th meeting of the 5th Board of Directors on June 11, 2025, where several key proposals were approved [1][2][3][4][5] - The company revised its Articles of Association in accordance with relevant laws and regulations, which will be submitted for shareholder approval [2][3] - The election of the 6th Board of Directors, including both non-independent and independent directors, was proposed and will also require shareholder approval [3][4][5] - A proposal for implementing a discount policy for inspection and testing fees was approved [4][5] - The company plans to hold its second extraordinary general meeting of shareholders on June 27, 2025, to review the revised Articles of Association and the election of the new Board of Directors [5] Proposal Details - The revised Articles of Association were prepared based on the company's actual situation and relevant legal requirements [1][2] - The 6th Board of Directors will consist of 9 members, with 6 non-independent directors and 3 independent directors, serving a term of three years [3][4] - The election process for the new directors will follow a cumulative voting system, requiring a two-thirds majority from attending shareholders [2][3] - The company has ensured that the current directors will continue to fulfill their duties until the new board is officially in place [3][4] Candidate Information - The candidates for the 6th Board of Directors include individuals with diverse backgrounds and qualifications, ensuring compliance with legal requirements [7][8][9][10][11][12][13][14][15][16][17][18][19] - Each candidate has been verified for independence and lack of conflicts of interest, meeting the standards set by relevant regulations [9][10][12][14][18][19]

Meeting Information - The company will hold its second extraordinary general meeting of shareholders on June 27, 2025, at 10:00 AM [1] - The meeting will provide both on-site and online voting options for shareholders [2] - Online voting will be available through the Shenzhen Stock Exchange trading system and internet voting system from 9:15 AM to 3:00 PM on the same day [1][2] Voting Procedures - Shareholders must choose either on-site or online voting, with the first vote counted in case of duplicate votes [2][3] - The meeting will review proposals including the election of non-independent and independent directors, with a cumulative voting system for these proposals [3] - The total number of votes a shareholder can cast is calculated by multiplying the number of shares held by the number of directors to be elected [3] Registration and Attendance - Shareholders must register to attend the meeting, with specific documentation required for both corporate and individual shareholders [4] - Registration can also be done via mail or fax for shareholders unable to attend in person [4] - The deadline for registration via mail or fax is June 24, 2025, at 3:30 PM [4] Voting Process Details - Detailed instructions for online voting are provided, including how to allocate votes for cumulative voting proposals [6] - Invalid votes will be counted if the number of votes exceeds the allowed limit or if the voting process is not followed correctly [6][7] Additional Documents - The announcement includes attachments such as the online voting procedure, authorization letter, and shareholder registration form [5]

证券代码：300215 证券简称：电科院 公告编号：2025-032 苏州电器科学研究院股份有限公司 关于召开2025年第二次临时股东大会的通知 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚 假记载、误导性陈述或重大遗漏。 苏州电器科学研究院股份有限公司（以下简称"公司"）第五届董事会第 二十九次会议决定于2025年6月27日（周五）召开苏州电器科学研究院股份有限 公司2025年第二次临时股东大会，现将本次会议的有关事项通知如下： 一、召开会议的基本情况： 1．股东大会届次：2025年第二次临时股东大会 2．股东大会的召集人：苏州电器科学研究院股份有限公司董事会 3．会议召开的合法、合规性：经公司第五届董事会第二十九次会议审议通 过《关于召开公司2025年第二次临时股东大会的议案》，决定召开2025年第二次 临时股东大会，召集程序符合有关法律、行政法规、部门规章、规范性文件和公 司章程的规定。 4．会议召开的日期、时间： 现场会议召开日期、时间：2025年6月27日（周五）上午10：00 网络投票时间： (1)通过深圳证券交易所交易系统进行网络投票的时间为：2025年6月27日 （周五）上 ...