第六届董事会第二次会议决议公告 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"）第六届董事会第二 次会议（以下简称"本次会议"）通知于2025年7月7日以书面送达、电子邮件形 式发出。本次会议于2025年7月10日在公司会议室以现场表决结合通讯表决的方 式召开。本次会议由董事长袁磊先生召集并主持，会议应出席董事九名，实际出 席董事九名。本次会议的通知、召集、召开和表决程序符合《中华人民共和国公 司法》及有关法律、法规、规章、规范性文件及《公司章程》的规定。共有九名 董事通过现场表决结合通讯表决的方式参与会议表决，本次会议经投票表决，审 议通过了如下议案： 一、议案审议情况 （一）审议通过《关于聘任公司副总经理的议案》 根据公司章程的规定，经公司提名委员会审核，现聘任何秀明先生、李明智 先生、张敏先生为公司副总经理，任期三年，自本次董事会通过之日起至第六届 董事会任期届满之日。上述三位简历请见附件。 表决结果：9 票同意、0 票反对和 0 票弃权。 证券代码：300215 证券简称：电科院 公告编号：2025-0 ...

证券代码：300215 证券简称：电科院 公告编号：2025-040 二、备查文件 1、第六届董事会第二次会议决议； 2、第六届董事会提名委员会第一次会议决议。 苏州电器科学研究院股份有限公司 关于聘任公司副总经理的公告 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（以下称"公司"）于 2025 年 7 月 10 日召 开第六届董事会第二次会议，审议通过了《关于聘任公司副总经理的议案》。现 将有关情况公告如下： 一、聘任公司副总经理 根据公司章程的规定，经公司提名委员会审核，现聘任何秀明先生、李明智 先生、张敏先生为公司副总经理，任期三年，自本次董事会通过之日起至第六届 董事会任期届满之日。 何秀明先生、李明智先生、张敏先生均能胜任岗位需求，不存在《公司法》 《深圳证券交易所上市公司自律监管指引第 2 号—创业板上市公司规范运作》及 《公司章程》规定的不得担任公司高级管理人员的情形，不存在被列为失信被执 行人的情形，不存在被中国证监会确定为市场禁入者并且尚未解除的情况，也未 曾受到中国证监会和深圳证券交易所的任何处罚和纪律处分 ...

Core Viewpoint - The successful completion of the 110 kV power line project in Gansu Zhangye, which traverses the Qilian Mountain National Nature Reserve, emphasizes the importance of balancing ecological protection with regional economic development [1][2]. Group 1: Project Overview - The project aims to address the urgent need for an upgraded power supply to the Qiqing Industrial Park in Zhangye, which is hindered by the existing power grid's limitations [1]. - The construction site is located at an altitude of nearly 3000 meters, requiring careful environmental and water conservation measures due to its proximity to a protected ecological area [1][2]. Group 2: Environmental Protection Measures - The project incorporates high-span design to minimize the impact on the environment, and construction is scheduled to avoid the wildlife breeding season [1]. - Special funds have been allocated for post-construction vegetation restoration, ensuring that ecological integrity is maintained throughout the project lifecycle [1]. Group 3: Technical Supervision and Challenges - The Gansu Electric Power Research Institute has implemented comprehensive technical supervision to ensure that environmental protection measures are effectively executed on-site [2]. - Despite challenging weather conditions and high-altitude difficulties, technical personnel have conducted thorough inspections of 28 tower sites to assess the implementation of water conservation measures [2].

Overview - The electrical testing market in China is rapidly growing, with a projected market size of 4.144 billion yuan in 2024, representing a year-on-year growth of 7.94% [1][10] - High-voltage electrical testing accounts for approximately 66.07% of the market, while low-voltage testing makes up about 33.93% [10] - The increasing consumer demand for quality, safety, and performance in electrical products is driving companies to prioritize product testing [10] - The Belt and Road Initiative is accelerating the overseas expansion of Chinese electrical companies, increasing the demand for electrical testing results in international markets [1][10] Market Policies - China has implemented stricter regulations on the quality, safety, and environmental standards of electrical products, creating a favorable policy environment for the electrical testing industry [4] - A series of policies have been introduced, including the "Action Plan for the Development of Intelligent Testing Equipment Industry (2023-2025)" and "Guidance on Promoting the Green Development of Manufacturing Industry" [4][6] Industry Chain - The upstream of the electrical testing industry includes suppliers of testing equipment, testing consumables, and software [8] - The midstream consists of demand markets covering various sectors such as power distribution, household appliances, and automotive electronics [8] Market Demand Structure - The largest demand for electrical testing comes from the power distribution sector, accounting for over 30%, followed by household appliances and machine tools at approximately 21.57% and 11.87%, respectively [8] - The total investment in China's power sector is projected to reach 1.777 trillion yuan in 2024, with a year-on-year growth of 14.63% [8] Competitive Landscape - The electrical testing market is divided into high-voltage and low-voltage testing, with the low-voltage segment being highly fragmented and dominated by numerous small enterprises [12] - High-voltage testing is characterized by higher technical requirements and fewer leading companies, with notable players including the Electric Power Research Institute and Xi'an High Voltage Electrical Research Institute [12][14][17] Representative Companies - Suzhou Electrical Science Research Institute Co., Ltd. is a leading third-party testing organization with a revenue of 619 million yuan in 2024, where high-voltage testing accounted for 76.91% of its income [14] - Xi'an High Voltage Electrical Research Institute Co., Ltd. reported a total revenue of 798 million yuan in 2024, with testing service income making up 92.47% of its total revenue [17] Development Trends - The application of technologies such as artificial intelligence, big data, and cloud computing in the electrical testing industry is expected to increase, enhancing testing efficiency and accuracy [19] - There is a growing demand for customized testing services as the market becomes more segmented, with a shift towards comprehensive services including equipment status assessment and predictive maintenance [19]

Group 1 - The new chairman of the company is Yuan Lei, who was previously the financial director and board secretary [1] - The new general manager is Chen Fenglin, who has been with the company since July 2002 and held various positions [2] - The new board secretary is Zhang Yueyan, who has experience in investment management and analysis [2] Group 2 - The election and appointment of the new leadership received unanimous support from the board, indicating a potential easing of relations among shareholders [3]

Core Points - The company held its sixth board meeting on July 3, 2025, where several key appointments and elections were approved [1][2] - Yuan Lei was elected as the chairman of the board for a term of three years [1] - Chen Fenglin was appointed as the general manager for a term of three years and is also the legal representative of the company [2] - Yuan Lei was also appointed as the financial director for a term of three years [2] - Zhang Yueyan was appointed as the board secretary for a term of three years [2] - After the board reshuffle, Ji Xiyue and He Xiuming will no longer hold their previous positions, with Ji leaving the company entirely [3][7] Management Changes - The new chairman, Yuan Lei, will serve for three years starting from the date of the board meeting [1] - The new general manager, Chen Fenglin, will also serve for three years and is recognized as the legal representative [2] - Yuan Lei's appointment as financial director is confirmed, meeting all legal and regulatory requirements [2] - Zhang Yueyan's appointment as board secretary is also confirmed, with qualifications meeting the necessary standards [2] - Ji Xiyue and He Xiuming have completed their terms, with Ji leaving the company and He continuing in a different role [3][7]

Core Viewpoint - The company has established a fundraising management system to enhance the supervision and efficiency of the funds raised through stock issuance, ensuring compliance with relevant laws and regulations [1][2][3]. Fundraising Management - The company defines fundraising as funds raised through stock issuance for specific purposes, excluding funds raised for equity incentive plans [1]. - The board of directors is responsible for monitoring the management and usage of the raised funds to prevent investment risks and ensure effective use [1][2]. - A detailed ledger must be maintained by the finance department to record the expenditure and investment of the raised funds [1][2]. Fund Storage - The company must prudently select commercial banks to open special accounts for fundraising, ensuring that these accounts are used solely for the raised funds [7][8]. - A tripartite supervision agreement must be signed with the underwriter or independent financial advisor and the commercial bank within one month of the funds being received [8][9]. Fund Usage - The company must use the raised funds in accordance with the commitments made in the prospectus and cannot change the usage without proper procedures [9][10]. - The raised funds cannot be used for high-risk investments or financial investments such as securities trading [10][11]. - If a fundraising project cannot be completed within the original timeframe, the company must seek board approval for an extension and disclose the reasons [11][12]. Changes in Fund Usage - Any changes in the use of raised funds must be approved by the board and disclosed to shareholders [20][21]. - The company must conduct feasibility analyses for new investment projects to ensure they have good market prospects and profitability [21][22]. Fund Management and Supervision - The board must regularly review the actual storage, management, and usage of the raised funds, providing semi-annual and annual reports [24][25]. - Independent auditors must verify the actual investment projects and amounts, ensuring compliance with regulations [25][26]. Information Disclosure - The company is required to fulfill its information disclosure obligations regarding the management of raised funds in accordance with relevant regulations [27].

Core Viewpoint - The document outlines the external guarantee system of Suzhou Electrical Appliance Research Institute Co., Ltd, aiming to regulate external guarantee behaviors, control risks, and protect financial safety and investors' rights. Group 1: General Principles - The company establishes this system to standardize external guarantee behaviors and effectively control risks [1] - External guarantees include providing guarantees, mortgages, pledges, or other forms for third parties, including subsidiaries [1] - Guarantees must adhere to principles of prudence, equality, voluntariness, and integrity [1] Group 2: Conditions for Providing Guarantees - The board of directors must thoroughly investigate the financial and operational status of the guaranteed party before approving guarantees [2] - Guarantees for related parties must have reasonable commercial logic and be disclosed promptly after board approval [2] - Other shareholders of subsidiaries must provide equal guarantees or counter-guarantees proportionate to their investment [2] Group 3: Approval Process - External guarantees require approval from the board of directors or shareholders' meeting [3] - The finance department manages guarantee applications and conducts preliminary reviews [3] - Relevant documents must accompany guarantee applications submitted to the board [3] Group 4: Disclosure Requirements - Guarantees exceeding 50% of the latest audited net assets or 30% of total assets require board and shareholder approval [3] - The board must approve guarantees exceeding 10% of the latest audited net assets or those for shareholders and related parties [4] Group 5: Risk Management and Execution - The finance department is responsible for daily management of guarantees and must report any significant changes in the guaranteed party's repayment ability [8] - If a guaranteed debt needs extension, it is treated as a new guarantee requiring re-approval [6] - The company must pursue recovery from the guaranteed party if it assumes guarantee responsibilities [8] Group 6: Information Disclosure - The company must disclose guarantee matters promptly if the guaranteed party fails to repay within 15 trading days or faces bankruptcy [26] - All relevant documents regarding guarantees must be submitted to the board secretary [27] Group 7: Responsibilities - All directors must strictly review guarantee matters according to the system and bear legal responsibility for any violations [29] - Management personnel who exceed their authority in approving guarantees may face legal consequences if losses occur [30]

General Provisions - The audit committee is established to enhance the supervision of financial information, internal control, and auditing processes within the company [1][2] - The audit committee operates independently and is not subject to interference from other departments or individuals within the company [1][2] Composition of the Audit Committee - The audit committee consists of three directors, with a majority being independent directors, and must include a professional accountant as the chairperson [2][3] - Members must possess relevant professional knowledge and experience, ensuring they can effectively oversee and evaluate internal and external audit work [3][4] Responsibilities and Authority - The main responsibilities of the audit committee include reviewing financial information, supervising external and internal audits, and ensuring effective internal controls [5][6] - The committee has the authority to propose the hiring or replacement of external auditors and to evaluate their performance [6][8] Meeting Procedures - The audit committee is required to hold regular meetings at least quarterly, with additional meetings called as necessary [32][33] - A quorum of two-thirds of the members is required for meetings to proceed, and decisions are made based on majority votes [40][46] Decision-Making and Reporting - Decisions made by the audit committee must be documented and reported to the board of directors, including any dissenting opinions [54][56] - The committee is responsible for tracking the implementation of its decisions and ensuring compliance with legal and regulatory requirements [58][59] Conflict of Interest - Members with a conflict of interest must recuse themselves from discussions and votes related to the matter [61][63] - The committee must ensure that decisions are made without the influence of interested parties [62][63] Miscellaneous Provisions - The rules established for the audit committee are subject to national laws and regulations, as well as the company's articles of association [66][67] - The rules take effect upon approval by the board of directors [67]

General Principles - The company establishes a decision-making system for related transactions to ensure fairness in transactions with related parties, based on relevant laws and regulations [1][2] - Related transactions must be documented in written agreements, adhering to principles of equality, voluntariness, equivalence, and compensation [1][2] Definition of Related Parties - Related parties include both legal entities and natural persons that have a significant relationship with the company, such as those controlling or holding more than 5% of shares [3][4] - The company must disclose any related relationships promptly to ensure transparency [2][3] Types of Related Transactions - Related transactions encompass various activities, including asset purchases, financial assistance, guarantees, leasing, and joint investments [3][4][5] - Transactions must comply with national laws and be conducted on a fair and honest basis [3][4] Decision-Making Procedures - Proposals for related transactions must be submitted by the company's functional departments, detailing the specifics and impact on the company and shareholders [4][5] - Transactions exceeding certain thresholds require approval from independent directors and may need to be submitted to the board or shareholders for further review [4][5][6] Approval and Disclosure Requirements - Transactions with related natural persons over 300,000 yuan and with related legal entities over 3 million yuan must be approved by independent directors and disclosed [5][6] - The company must ensure that related directors abstain from voting on transactions to avoid conflicts of interest [5][6] Daily Related Transactions - For daily related transactions, the company must establish written agreements and submit them for approval based on total transaction amounts [8][9] - If significant changes occur in ongoing agreements, new terms must be submitted for approval [9][10] Exemptions from Approval - Certain transactions, such as public tenders or those with predetermined pricing, may be exempt from the usual approval processes [10][11] - Transactions involving cash subscriptions for publicly issued securities are also exempt from related transaction requirements [11][12] Implementation and Management - The decision-making system will be effective upon approval by the shareholders' meeting and will be managed by the board of directors [11][12]