深圳市博实结科技股份有限公司 章程 二〇二五年七月 深圳市博实结科技股份有限公司章程 目 录 深圳市博实结科技股份有限公司章程 第一章 总 则 第一条 为维护深圳市博实结科技股份有限公司（以下简称"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《公司法》）、《中华人民共和国证券法》（以下简称《证券法》）、《上 市公司章程指引》和其他有关规定，制订本章程。 第二条 公司系依照《公司法》和其他有关规定成立的股份有限公司。 公司系由深圳市博实结科技有限公司按账面净资产值整体变更发起设立方式设 立，并在广东省深圳市市场监督管理局注册登记，取得营业执照，统一社会信用代码 为 914403006894367945。 第三条 公司于 2023 年 12 月 6 日经中国证券监督管理委员会（以下简称"中 国证监会"）同意注册，首次向社会公众公开发行人民币普通股 2,225.27 万股，于 第四条 公司注册名称： 中文名称：深圳市博实结科技股份有限公司； 英文名称：Shenzhen Boshijie Technology Co., Ltd. 第五条 公司住所：深圳市龙华 ...

证券代码：002161 证券简称：远望谷 公告编号：2025-064 深圳市远望谷信息技术股份有限公司 为进一步建立、健全长效激励机制，吸引和留住优秀人才，充分调动核心团 队的积极性，有效地将股东利益、公司利益和核心团队个人利益结合在一起，使 各方共同关注远望谷智能的长远发展，确保发展战略和经营目标的实现，远望谷 智能拟根据《中华人民共和国公司法》《中华人民共和国合伙企业法》《深圳市 远望谷智能科技有限公司章程》等有关规定，按照收益与贡献对等的原则实施股 权激励计划（以下简称"本次股权激励"）。 本次股权激励以深圳市汇智创新企业管理合伙企业（有限合伙）（以下简称 "汇智创新"）作为员工持股平台，公司高级副总裁付强先生担任执行事务合伙 人，公司担任有限合伙人。汇智创新持有远望谷智能 40%的股权，在期权行权条 件成就时，各激励对象通过受让公司持有的汇智创新一定比例的财产份额，实现 间接持有远望谷智能股权的目的。 鉴于付强先生属于公司高级管理人员及关联方，因此本次股权激励构成关联 交易。 二、本次股权激励实施主体 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。 或 ...

Core Viewpoint - The company, Youfang Technology, is making a significant bet on computing power by planning to invest up to 4 billion yuan in server procurement to enhance its cloud services, following a tenfold revenue increase in its cloud products in 2024, which has helped the company turn a profit after years of losses [2][9]. Group 1: Financial Performance and Strategy - Youfang Technology's cloud product revenue surged to 2.15 billion yuan in 2024, marking a year-on-year increase of 1076.71%, significantly surpassing its original IoT wireless communication revenue of 920 million yuan [9]. - The company has transitioned from a focus on IoT wireless communication, which faced declining profit margins due to industry competition and chip shortages, to cloud products, establishing a wholly-owned subsidiary for data storage in 2023 [4][9]. - The gross margin for the cloud products plummeted from 23.73% to 9.02% in 2024, indicating a challenging competitive landscape and potential further declines in profitability [10]. Group 2: Procurement and Financial Risks - The planned procurement contract of 4 billion yuan represents over 50% of the company's total audited assets and more than 70% of its market capitalization of 5.496 billion yuan as of July 23 [6][7]. - The company intends to finance the procurement through a combination of its own funds and external financing, with current cash reserves of only 436 million yuan and short-term borrowings of 700 million yuan [7][8]. - The high leverage strategy raises concerns about cash flow pressures and potential liquidity issues if customer payments are delayed [8]. Group 3: Market Dynamics and Competitive Landscape - The demand for AI computing power is driving industry expansion, with major tech companies and telecom operators investing heavily, which may squeeze profit margins for smaller firms like Youfang Technology [10][11]. - The company's cloud product offerings include cloud platforms related to IoT big data and cloud infrastructure, with a business model that integrates self-developed products with externally purchased servers [11].

Group 1 - Beijing Securities Regulatory Bureau has accepted the application for the initial public offering (IPO) and listing guidance of Beijing Yingshi Ruida Technology Co., Ltd. on July 22, 2025, with China International Capital Corporation (CICC) as the guidance institution [1] - The guidance agreement between CICC and Yingshi Ruida was signed on July 18, 2025, and other participating service institutions include Beijing Deheng Law Firm and Lixin Certified Public Accountants [3][4] - Yingshi Ruida previously applied for the Sci-Tech Innovation Board IPO in June 2022 but withdrew the application four months later, leading to the termination of the review process by the Shanghai Stock Exchange on October 31, 2022 [5] Group 2 - Yingshi Ruida, established in 2015, focuses on the research, production, and sales of IoT smart terminal monitoring equipment, primarily serving national ecological environment departments and their subordinate units [5] - The company reported revenues of 198.85 million yuan, 318.29 million yuan, and 450.24 million yuan for the years 2019, 2020, and 2021, respectively, with net profits attributable to shareholders of 14.86 million yuan, 53.02 million yuan, and 71.10 million yuan during the same period [5][6] - The previous IPO plan aimed to raise 979 million yuan for projects including big data innovation application expansion, big data SaaS service platform construction, satellite remote sensing data platform (Phase I), and research and development center construction [6][7] Group 3 - The chairman, Yin Wenjun, previously controlled 70.16% of the voting rights but this has decreased to 65.74% according to the guidance report [7] - CICC will continue to recommend Yingshi Ruida's stock issuance application documents to the Shanghai Stock Exchange after the guidance work is completed [7]

Group 1 - The company held its 18th meeting of the second board of directors on July 23, 2025, with all 9 directors present [1][2] - The board approved the proposal to cancel the supervisory board and amend the company's articles of association, transferring the supervisory board's powers to the audit committee of the board [1][2] - The board also approved the proposal to formulate and amend certain governance systems to enhance the company's governance structure [2][3] Group 2 - All proposals passed with unanimous support, requiring further approval from the shareholders' meeting [2][3][4] - The company plans to convene the first temporary shareholders' meeting of 2025 to discuss these matters [5]

Core Points - The document outlines the rules governing the board meetings of Lida Xin IoT Technology Co., Ltd, aiming to standardize the decision-making process and enhance the board's operational efficiency [1][2][3] Chapter Summaries Chapter 1: General Principles - The rules are established to ensure the board operates effectively and complies with relevant laws and regulations [1] - The board is responsible for managing the company's assets and is accountable to the shareholders [1] Chapter 2: Composition of the Board - The board consists of 7 to 11 directors, including 3 to 4 independent directors [1] Chapter 3: Powers of the Board - The board must fulfill its legal responsibilities and ensure compliance with laws and regulations [2] - Specific powers include convening shareholder meetings, formulating profit distribution plans, and making decisions on significant investments and acquisitions [2][3] Chapter 4: Authorization of the Board - The board can delegate certain powers to the chairman or general manager to enhance operational efficiency [7] - The chairman has the authority to convene meetings and oversee the execution of board resolutions [7] Chapter 5: Meeting Procedures - The board must hold at least two meetings annually, with proper notice given to all directors [8] - A quorum requires the presence of more than half of the directors, and decisions are made by majority vote [8][11] Chapter 6: Board Secretary - The board secretary is responsible for managing information disclosure and coordinating communication between the company and stakeholders [19] - The secretary must possess relevant qualifications and is accountable to the board [19][20] Chapter 7: Miscellaneous - The rules take effect upon approval by the shareholders and are subject to amendments as necessary [22][23]

Core Viewpoint - The company, Xiechuang Data, is initiating preparations for overseas share issuance and listing on the Hong Kong Stock Exchange to enhance its international strategy and financing capabilities [1] Group 1: Business Expansion and Financial Performance - Xiechuang Data's product offerings include data storage devices, AIoT smart terminals, server remanufacturing, and cloud services, with steady growth in traditional data storage and AIoT terminal businesses [1] - In Q1 2025, the company reported a revenue of 2.077 billion yuan and a net profit of 165 million yuan, indicating a strong growth trend [1] - The company has invested significantly in computing power, with 3 billion yuan and 4 billion yuan allocated for server procurement and capital increase for its subsidiary, Xiechuang Cloud Computing [1][2] Group 2: Support and Strategic Initiatives - The controlling shareholder, Xiechuang Wisdom, is providing financial support of up to 1.5 billion yuan in loans to the company and its subsidiaries, with 900 million yuan already provided [2] - Xiechuang Data is focusing on enhancing its AI computing power cloud services and has launched the FCloud intelligent training and pushing innovation platform for various industries [2] - The company has established partnerships with several firms, including China Mobile International, to promote its AI technology and services [3] Group 3: Future Outlook and Investments - The company aims to increase the penetration of AI technology in its business areas and is actively pursuing opportunities in the AI development wave [3] - Investments in cloud computing, smart stores, e-commerce SaaS, and server remanufacturing are expected to yield growth in traditional business orders and intelligent computing and cloud service revenues in Q3 and Q4 of 2025 [3]

Core Insights - The current transformation of the Chinese economy presents challenges such as market fluctuations and intensified competition for enterprises [1] - The "Runze 1000 Entrepreneurs Learning Conference" held in Shenzhen focused on the theme of "stability," emphasizing the importance of returning to one's original intentions for sustainable development [1][3] Group 1: Conference Highlights - Liu Pang, founder and chairman of Shenzhen Dashij Intelligent Co., shared insights on the application of IoT technology in the construction sector and introduced the "Dashij Culture and Strategic Development White Paper" [3] - Feng Lei, a core lecturer at Runze Education, emphasized that true stability comes from maintaining sincerity towards consumers during crises, using the example of the White Elephant Food trademark incident [5] - Bai Lixin from Runze Education highlighted the need for traditional enterprises to transform within a critical seven-year window, warning that 70% may face closure if they do not adapt [5] Group 2: Strategic Framework - The "4.0 Strategy" introduced by Runze Education focuses on leadership as the primary driver, linking strategy, team, and execution to awaken the original intentions of enterprises [5] - The 100-day course under the 4.0 Strategy is structured into four phases: personal strategy, team synchronization, enterprise renewal, and future-oriented enterprises, utilizing a lightweight learning model [5] Group 3: Case Studies and Practical Applications - The case of Kingdee Group was analyzed to illustrate successful strategic implementation, showcasing the company's four transformations and market capitalization growth [6] - Xu Shaochun, chairman of Kingdee, discussed the underlying logic of enterprise transformation, asserting that the current economy is not in decline but is preparing for new growth opportunities [6] Group 4: Cultural Integration and Future Outlook - The conference included visits to Dashij Intelligent and Kingdee Group, allowing participants to experience the integration of IoT technology with traditional culture and cloud services [9] - Chen Shuyuan, a core lecturer at Runze Education, concluded the conference by emphasizing the importance of belief, perseverance, and immediate action for enterprises undergoing transformation [11] - The conference highlighted the unique path of integrating traditional Chinese culture into modern enterprise management, with a focus on the "heart" as the core of Chinese culture [13]

Group 1 - The company held its third board meeting on July 21, 2025, where all directors agreed to waive the advance notice period for the meeting [2] - The board approved the increase of registered capital from 100,643,920 yuan to 101,043,920 yuan following the completion of the second vesting period of the 2022 restricted stock incentive plan [3][40] - The board's resolutions are valid and require shareholder approval [6][10] Group 2 - The board approved a change in the purpose of repurchased shares, with 1,230,216 shares now intended for cancellation to reduce registered capital, decreasing the capital from 101,043,920 yuan to 99,813,704 yuan [7][29] - This change aims to enhance investor returns and confidence, and the decision is based on the company's operational considerations [33][36] - The board's resolutions regarding the repurchase and cancellation of shares also require shareholder approval [10][37] Group 3 - The company plans to hold its first extraordinary general meeting of 2025 on August 6, 2025, using a combination of on-site and online voting [11][14] - The meeting will address the resolutions passed by the board, including the increase of registered capital and the change in the purpose of repurchased shares [17][18] - Shareholders must register to attend the meeting and can vote through the Shanghai Stock Exchange's online voting system [21][22] Group 4 - The company forecasts a revenue of approximately 33 million yuan for the first half of 2025, representing a year-on-year increase of about 35.5% [43] - The net profit attributable to the parent company is expected to be around 3.3 million yuan, marking a turnaround from a loss in the previous year [44] - The improvement in performance is attributed to growth in the commercial vehicle sector and increased sales in the passenger vehicle segment [47]

Core Viewpoint - The company is holding its first extraordinary general meeting of shareholders in 2025 to discuss key proposals, including changes to share repurchase purposes and capital reduction, aimed at enhancing shareholder value and maintaining investor confidence [1][8][10] Meeting Procedures - The meeting will verify the identity of attendees and require them to sign in 30 minutes prior to the start [1] - Only shareholders present at the beginning of the meeting will be allowed to vote [2] - Shareholders have the right to speak, inquire, and vote, but must register in advance to speak [2][3] - Voting will be conducted through a combination of on-site and online methods, with each share carrying one vote [3] Proposals - Proposal One: The company plans to increase its registered capital from 100,643,920 yuan to 101,043,920 yuan following the completion of the second vesting period of its 2022 restricted stock incentive plan [6] - Proposal Two: The company intends to change the purpose of its share repurchase, with all 1,230,216 shares being repurchased for cancellation to reduce registered capital [7][8] Share Repurchase Details - Prior to the change, 246,043 shares were intended for employee stock ownership plans, and 984,173 shares were for maintaining company value [8] - After the change, the total number of shares will decrease from 101,043,920 to 99,813,704, representing a reduction of 1.2175% of the total share capital [9][10] - The decision to cancel shares is expected to enhance earnings per share and improve shareholder returns without adversely affecting the company's financial condition or debt servicing ability [9][10]