北京市安理律师事务所 关于 杭州远方光电信息股份有限公司 2025 年第一次临时股东会的 法律意见书 安理法意[2025]字 0902 第 001 号 北京市朝阳区东三环中路 5 号财富金融中心 35-36 层 电话：010-85879199 传真：010-85879198 北京市安理律师事务所 法律意见书 北京市安理律师事务所 关于 杭州远方光电信息股份有限公司 2025 年第一次临时股东会的 法律意见书 安理法意[2025]字 0902 第 001 号 致：杭州远方光电信息股份有限公司 北京市安理律师事务所（以下简称"本所"）接受杭州远方光电信息股份有 限公司（以下简称"公司"）的委托，指派见证律师出席公司2025年第一次临时 股东会（以下简称"本次股东会"）进行法律见证，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》"）《上市公司股东会规则》等法律、法规、规章、规范性文件及《杭州 远方光电信息股份有限公司章程》（以下简称"《公司章程》"）的规定，就公 司本次股东会的召集、召开程序、出席会议人员的资格、表决程序、表决结果等 有关事项的合法性进行了 ...

证券代码：300306 证券简称：远方信息 公告编号：2025-027 杭州远方光电信息股份有限公司 2025 年第一次临时股东会会议决议公告 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。 特别提醒： 1、本次股东会无否决提案的情况； 2、本次股东会未涉及变更前次股东会决议。 一、会议召开和出席情况 7、会议出席情况： 1、杭州远方光电信息股份有限公司（以下简称"公司"）于 2025 年 8 月 16 日以公告形 式发布了《关于召开 2025 年第一次临时股东会的通知》。 2、会议召开方式：本次股东会采用现场投票和网络投票项结合的方式召开。 3、会议召开时间： 现场会议时间：2025 年 9 月 2 日（星期二）下午 14:30 网络投票时间为：2025 年 9 月 2 日 （1）通过深圳证券交易所系统进行网络投票的具体时间为：2025 年 9 月 2 日上午 9:15-9:25，9:30-11:30，下午 13:00-15:00； （2）通过深圳证券交易所互联网投票系统进行网络投票的具体时间为 2025 年 9 月 2 日 9:15-15:00 期间的任意 ...

Group 1 - The company, Yuanfang Information (300306), announced that it will hold its first extraordinary general meeting of shareholders for 2025 on September 2, 2025 [1] - The agenda for the meeting includes the review of the "2025 Half-Year Profit Distribution Plan" among other proposals [1]

Group 1 - The core viewpoint of the article highlights that Yuanfang Information (300306.SZ) has developed an intelligent detection information system capable of smartly detecting parameters such as light, color, and electricity [1]

Group 1 - The company, Yuanfang Information (300306.SZ), has announced that its intelligent detection information system can perform smart detection of parameters such as light, color, and electricity [1]

Core Viewpoint - The recent financial report of Yuanfang Information (300306) indicates a decline in revenue and net profit for the first half of 2025 compared to the previous year, despite an increase in profitability metrics such as gross margin and net margin [1]. Financial Performance - Total revenue for the first half of 2025 was 179 million yuan, a decrease of 5.38% year-on-year [1]. - Net profit attributable to shareholders was 33.71 million yuan, down 5.47% year-on-year [1]. - In Q2 2025, total revenue was 98.55 million yuan, a decline of 4.76% year-on-year [1]. - Q2 2025 net profit attributable to shareholders was 22.43 million yuan, a slight decrease of 0.43% year-on-year [1]. - Gross margin increased to 66.48%, up 1.92% year-on-year, while net margin rose to 19.43%, an increase of 0.85% year-on-year [1]. Cost and Efficiency Metrics - Total selling, administrative, and financial expenses amounted to 51.32 million yuan, representing 28.68% of revenue, an increase of 3.06% year-on-year [1]. - Earnings per share remained stable at 0.13 yuan, with operating cash flow per share dropping significantly to 0.03 yuan, a decrease of 76.6% year-on-year [1]. Investment Returns - The company's return on invested capital (ROIC) was 5.88%, indicating average capital returns [2]. - Historical data shows a median ROIC of 5.49% over the past decade, with a notably poor performance in 2018, where ROIC was -28.21% [1]. Fund Holdings - The largest fund holding Yuanfang Information is the Bosera Specialized and New Theme Mixed A Fund, which holds 253,000 shares and has recently entered the top ten holdings [3].

Group 1 - The core viewpoint of the article is that Yuanfang Information (300306.SZ) reported a decrease in institutional ownership in its semi-annual report for 2025, with a total of 51.02 million shares held by institutional investors, representing 18.97% of the total share capital, down by 1.68 percentage points from the previous quarter [1] Group 2 - As of August 15, 2025, there are two institutional investors disclosed holding shares in Yuanfang Information, including Hangzhou Yuanfang Changyi Investment Co., Ltd. and Bosera Specialized and New Theme Mixed A [1] - One new public fund was disclosed in this period, which is Bosera Specialized and New Theme Mixed A, while three public funds were not disclosed compared to the previous quarter [1] - Foreign institutional investors that were not disclosed in this period include Goldman Sachs LLC and Morgan Stanley & Co. International PLC [1]

Group 1 - The stock price of Yuanfang Information closed at 13.81 yuan on August 15, 2025, representing an increase of 0.73% from the previous trading day, with a trading volume of 0.89 billion yuan and a turnover rate of 4.11% [1] - Yuanfang Information operates in the instrument and electronic ID sectors, with its main business comprising 68.54% in the industrial sector and 31.46% in the computer sector [1] - On the evening of August 15, the company announced the convening of the 12th meeting of the 5th Board of Directors to review documents including the "Proposal for Revision" [1] Group 2 - On August 15, the net outflow of main funds was 4.3485 million yuan, with a cumulative net outflow of 24.4289 million yuan over the past five days [1]

General Principles - The rules are established to protect the legal rights of shareholders and clarify the responsibilities and powers of the shareholders' meeting in accordance with relevant laws and regulations [1][2] - The company must strictly follow legal regulations and its articles of association when convening shareholders' meetings to ensure shareholders can exercise their rights [1][2] - The shareholders' meeting is the company's decision-making body and must operate within the scope defined by laws and the company's articles of association [1][2] Types of Meetings - The shareholders' meeting is divided into annual and temporary meetings, with annual meetings held once a year within six months after the end of the previous fiscal year [1][2] - Temporary meetings are called as needed, within two months of certain specified circumstances occurring [2] Proposals and Convening of Meetings - The board of directors is responsible for convening the shareholders' meeting within the stipulated timeframe [3][4] - Independent directors and the audit committee have the right to propose temporary meetings, which must be responded to by the board within ten days [3][4] Notification and Voting Procedures - Shareholders must be notified of the meeting at least 20 days in advance for annual meetings and 15 days for temporary meetings [8][9] - The notification must include details such as meeting time, location, agenda, and voting procedures [9][10] Voting and Resolutions - Voting at the shareholders' meeting is conducted by registered shareholders, with each share carrying one vote [15][16] - Resolutions can be ordinary or special, requiring a majority or two-thirds majority of the votes cast, respectively [16][17] Meeting Records and Execution of Resolutions - Detailed records of the meeting must be kept, including attendance, proposals discussed, and voting results [54][55] - The board of directors is responsible for executing the resolutions passed at the shareholders' meeting [58][60] Miscellaneous Provisions - Any matters not covered by these rules will be governed by national laws and the company's articles of association [61][62] - The board of directors is responsible for interpreting these rules [63][64]

General Provisions - The purpose of the company's articles is to protect the legal rights of the company, shareholders, employees, and creditors, and to regulate the company's organization and behavior according to relevant laws [1] - Hangzhou Everfine Photo-E-Info Co., Ltd. is established as a joint-stock company in accordance with the Company Law and other relevant regulations [1] - The company was approved by the China Securities Regulatory Commission to issue 15 million shares of common stock to the public on February 24, 2012, and was listed on the Shenzhen Stock Exchange on March 29, 2012 [1] Company Information - The registered name of the company is Hangzhou Everfine Photo-E-Info Co., Ltd. in both Chinese and English [2] - The company's registered capital is RMB 268,958,778, with a total of 268,958,778 shares, each with a par value of RMB 1 [2] - The company is a perpetual joint-stock company [2] Legal Representation - The director representing the company in executing company affairs is the legal representative, who is appointed or replaced by a majority vote of the board of directors [2][3] - The legal representative's civil activities conducted on behalf of the company will have legal consequences borne by the company [3] Shareholder Responsibilities - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [3] - The articles of association are legally binding documents that govern the relationships and rights among the company, shareholders, directors, and senior management [3] Business Objectives and Scope - The company's business objective is to create greater value for customers and enable greater success for those who strive [3] - The business scope includes manufacturing and sales of computer hardware and software, electronic measuring instruments, industrial automation control systems, and various technical services [3][4] Share Issuance and Capital Management - The company's shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice [5] - The total number of shares issued at the time of establishment was 45 million, with a par value of RMB 1 per share [5] - The company has issued a total of 268,958,778 shares, all of which are common shares [5] Shareholder Rights and Meetings - Shareholders have the right to receive dividends, request meetings, supervise the company's operations, and transfer their shares [12] - The company must hold an annual general meeting within six months after the end of the previous fiscal year [49] - Shareholders holding more than 10% of the shares can request the board to convene a temporary shareholders' meeting [54] Decision-Making and Voting - Ordinary resolutions require approval from more than half of the voting rights present, while special resolutions require two-thirds approval [80] - Certain significant matters, such as amendments to the articles of association and capital increases or decreases, require special resolutions [82]