号 《关于公司<2025 年 限制性股票激励计 划（草案）>及其摘 要的议案》 《关于公司<2025 年 限制性股票激励计 划实施考核管理办 法>的议案》 《关于提请公司股东 会授权董事会办理 股权激励相关事宜 的议案》 （三） 关于议案表决的有关情况说明 股东或股东代表所持有效表决权股份总数的 2/3 以上审议通过。 三、 律师见证情况 律师：刘雪莹、徐磊 本所律师认为，公司本次股东会的召集和召开程序、召集人与出席会议人员 的资格、会议表决程序均符合法律、行政法规和《公司章程》的规定，表决结果 合法、有效。 | 证券代码：688328 证券简称：深科达 公告编号：2025-038 | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | 深圳市深科达智能装备股份有限公司 | | | | | | | | 本公司董事会及全体董事保证公告内容不存在任何虚假记载、误导性陈述或 | | | | | | | | 者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 | | | | | | | | 重要内容提示： | | | | | | | | ? ...

浙江天册（深圳）律师事务所 电话：0755-26907494 传真：0755-26906383 http://www.tclawfirm.com 法律意见书 浙江天册（深圳）律师事务所 关于深圳市深科达智能装备股份有限公司 关于 深圳市深科达智能装备股份有限公司 法律意见书 中国广东省深圳市南山区科发路 222 号康泰创新广场 34 层 518057 根据本次股东会的会议通知，本次股东会现场会议召开的时间为 2025 年 8 月 法律意见书 会议室。经本所律师审查，本次股东会现场会议召开的实际时间、地点与本次股 东会的会议通知中所告知的时间、地点一致。 通过上海证券交易所交易系统进行网络投票的具体时间为 2025 年 8 月 4 日 具体时间为 2025 年 8 月 4 日 9:15-15:00。 法律意见书 致：深圳市深科达智能装备股份有限公司 浙江天册（深圳）律师事务所（以下简称本所）接受深圳市深科达智能装备 股份有限公司（以下简称公司）的委托，指派本所律师参加公司 2025 年第三次临 时股东会（以下简称本次股东会），并根据《中华人民共和国证券法》（以下简 称《证券法》）、《中华人民共和国公司法》（以下 ...

证券代码：688328 证券简称：深科达 公告编号：2025-037 深圳市深科达智能装备股份有限公司 关于公司 2025 年限制性股票激励计划内幕信息知情人 根据中国证券登记结算有限责任公司上海分公司出具的《信息披露义务人持 股及股份变更查询证明》，在本次激励计划自查期间，核查对象买卖公司股票的 具体情况如下： 在自查期间，有 5 名核查对象存在买卖公司股票的行为。经公司核查并经该 划事项之前，在自查期间进行的股票交易系基于对二级市场交易情况的自行判断 而进行的操作，不存在利用内幕信息进行交易的情形。 除以上人员外，核查对象中的其他人员在自查期间均不存在买卖公司股票的 行为。 及激励对象买卖公司股票的自查报告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 深圳市深科达智能装备股份有限公司（以下简称"公司"）于 2025 年 7 月 股票激励计划（草案）>及其摘要的议案》等相关议案，并于 2025 年 7 月 18 日 在上海证券交易所网站（www.sse.com.cn）上披露了相关公告。 根据《上市公司股权激励管理办法 ...

Group 1 - The stock price of Deep Keda (688328) closed at 24.68 yuan on August 1, 2025, with an increase of 4.0% and a turnover rate of 6.02% [1] - The trading volume was 56,800 lots, with a total transaction amount of 138 million yuan [1] Group 2 - On August 1, 2025, the net outflow of main funds was 3.54 million yuan, accounting for 2.56% of the total transaction amount; the net outflow of speculative funds was 13.56 million yuan, accounting for 9.81% of the total transaction amount; while retail investors had a net inflow of 17.10 million yuan, accounting for 12.38% of the total transaction amount [2][3] Group 3 - Senior management personnel Lin Guangman plans to increase his shareholding in the company starting from August 4, 2025, within six months, with a total planned investment of no less than 2.6 million yuan and no more than 5 million yuan [2][3] - Lin Guangman currently holds 286,706 shares, representing 0.3035% of the company's total share capital of 94,456,295 shares [2]

Group 1: Core Insights - The core viewpoint of the news is that Aomeisen and Sanxie Electric have received approval from the China Securities Regulatory Commission for their public stock offerings, aiming to raise funds for business expansion and development [1][2]. Group 2: Company Overview - Aomeisen specializes in intelligent manufacturing equipment, serving various sectors including electrical appliances and renewable energy, with a planned IPO fundraising of approximately 195 million yuan [1][2]. - Sanxie Electric focuses on the research, manufacturing, and sales of control motors, with an IPO fundraising target of about 159 million yuan [1][3]. Group 3: Financial Performance - Aomeisen's revenue from 2021 to 2024 is projected to grow from 308 million yuan to 358 million yuan, with net profits increasing from approximately 40.98 million yuan to 52.72 million yuan [2]. - Sanxie Electric's revenue is expected to rise from 287 million yuan in 2022 to 420 million yuan in 2024, with net profits growing from about 26.98 million yuan to 56.33 million yuan [3]. Group 4: Fundraising Utilization - Aomeisen plans to allocate 89.61 million yuan for the construction of a production base for digital forming equipment, 75.45 million yuan for R&D center development, and 30 million yuan for working capital [2]. - Sanxie Electric intends to use the funds raised for expanding production capacity of energy-efficient control motors, enhancing R&D capabilities, and supplementing working capital [3]. Group 5: Regulatory Scrutiny - Aomeisen faced inquiries regarding the sustainability of its performance and the rationality of using part of the raised funds for working capital, given its positive cash flow and lack of funding gaps [4][5][6]. - Sanxie Electric's transactions with Reais Intelligent raised questions about the fairness of pricing and the sustainability of its sales growth following Reais's investment [7][8].

Group 1 - The core viewpoint of the news is that Aomisen and Sanxie Electric have received approval from the CSRC for their IPOs, aiming to raise funds for enhancing production capacity and R&D [1][2] - Aomisen plans to raise approximately 195 million yuan, with investments allocated for digital forming equipment, R&D center construction, and working capital [2][3] - Sanxie Electric aims to raise about 159 million yuan to expand production capacity for energy-efficient control motors, enhance R&D, and supplement working capital [2][4] Group 2 - Aomisen's revenue from 2021 to 2024 is projected to grow from 308 million yuan to 358 million yuan, with net profits increasing from approximately 40.98 million yuan to 52.72 million yuan [1][2] - Sanxie Electric's revenue is expected to rise from 287 million yuan in 2022 to 420 million yuan in 2024, with net profits growing from about 26.98 million yuan to 56.33 million yuan [2][4] - The listing committee raised concerns regarding Aomisen's financial sustainability and the rationale behind its fundraising for working capital, given its positive cash flow and lack of funding gaps [3][4] Group 3 - The listing committee questioned the fairness of transactions between Sanxie Electric and its major customer, Leisai Intelligent, particularly regarding sales prices and the sustainability of sales growth post-investment [4][5] - Sanxie Electric's sales to Leisai Intelligent significantly increased after the latter's investment, raising concerns about the potential impact of changes in their business relationship on Sanxie Electric's performance [5]

Group 1 - The transformation of scientific and technological achievements into practical productivity is challenging, as demonstrated by Dalian KOTIAN New Materials Co., Ltd.'s ceramic aluminum seed preparation technology, which underwent over 4,000 trials before successful commercialization [1] - The company's ceramic aluminum brake disc product is lightweight and significantly improves tensile strength and wear resistance, with applications in automotive lightweighting, shipping, rail transportation, and aerospace, yielding substantial economic and social benefits [1] - In the first half of the year, the province's technical contract transaction volume reached 75.43 billion yuan, a year-on-year increase of 22.7%, surpassing the national average by 9 percentage points [1] Group 2 - A new smart heating management platform developed by Dalian Maritime University and Dalian Thermal Power New Energy Application Technology Research Institute has reduced heat loss by 550,000 GJ annually, saving 27.5 million yuan in heating costs [2] - The province has initiated the "Enterprise Technology Special Commissioner" program, deploying over 800 special commissioners to assist companies with technology, platforms, talent, finance, and achievement transformation [2] Group 3 - The province has established a technology achievement database with 4,449 high-maturity and high-conversion technology achievements from over 100 universities and research institutions, promoting them to local enterprises [3] - A comprehensive service platform for technology achievement transformation has been created, utilizing AI to match supply and demand, linking resources such as shared large instruments and enterprise technology special commissioners [3] Group 4 - The Shenyang Clean Combustion and Energy Storage Technology Pilot Base has incubated over 230 technology enterprises, contributing to the transformation of scientific achievements and the cultivation of innovative clusters [4] - The base has successfully nurtured one national-level specialized "little giant" enterprise and four enterprises with annual output exceeding 100 million yuan [4] Group 5 - The province is enhancing pilot testing base construction, evaluating performance and establishing a service network to accelerate the verification of scientific achievements [5] - The province has been actively cultivating technology service institutions and organizing over 200 professional technology transfer events to foster collaboration between enterprises and research institutions [5] Group 6 - In the first half of the year, 77 projects for the transformation of scientific achievements from universities and research institutions were supported with funding of 28.88 million yuan [6] - The continuous improvement of transformation pathways is facilitating the integration of scientific achievements into the industrial supply chain, promoting innovation across industries and markets [6]

Group 1 - The company's stock (300486) and convertible bond (123162) experienced abnormal trading fluctuations over three consecutive trading days, with a cumulative deviation of 42.25% for the stock and 30.81% for the bond [1][2] - The board of directors conducted a comprehensive self-examination and verified with major stakeholders regarding any undisclosed significant matters, confirming no undisclosed major issues exist [1][2] - The major shareholder, Zibo Zhanzheng, is planning to transfer 99% of its fund shares, which may lead to a change in the actual controller of the company, and this matter is currently in the planning stage [1]

Core Points - The document outlines the operational guidelines and decision-making procedures for the General Manager of Hefei HuoDuan Intelligent Manufacturing Co., Ltd. [1][2] Group 1: General Provisions - The company establishes a General Manager to oversee daily operations and is accountable to the Board of Directors [1] - The General Manager is appointed by the Board and can serve multiple terms, with each term lasting three years [2] Group 2: Qualifications and Dismissal Procedures - Individuals with certain disqualifying conditions, such as criminal convictions or bankruptcy involvement, are prohibited from serving as General Manager [2] - The dismissal of the General Manager requires a Board resolution and must be communicated with reasons at least one month in advance [2][3] Group 3: Powers and Responsibilities - The General Manager is responsible for daily management, implementing Board decisions, and reporting to the Board [3][4] - Specific powers include organizing annual plans, managing internal structures, and approving significant expenditures and contracts [3][4] Group 4: Meeting Procedures - The General Manager's office holds regular meetings to discuss operational matters, with a structured agenda and documentation process [5][6] - Meeting minutes must be recorded and stored securely, ensuring confidentiality of sensitive information [6] Group 5: Management Procedures - Investment projects require feasibility studies and Board approval before implementation, with designated personnel for oversight [7][8] - Financial management mandates joint approval for large expenditures and strict adherence to budgetary controls [7][8] Group 6: Reporting and Evaluation - The General Manager must report on various operational aspects to the Board or Audit Committee as required [9] - Performance evaluations are based on achieving specific operational and financial targets, with potential rewards for outstanding performance [9][10]

Core Points - The establishment of the Compensation and Assessment Committee aims to enhance the management of compensation and assessment for directors and senior management, in accordance with relevant laws and regulations [1][2] - The committee is responsible for formulating assessment standards and compensation policies for directors and senior management, and it reports to the board of directors [1][2] Structure and Composition - The Compensation and Assessment Committee consists of three directors, with independent directors holding a majority and serving as the convener [4] - The committee's term aligns with that of the board of directors, and members can be re-elected [5] Responsibilities and Authority - The committee is tasked with developing assessment standards and compensation policies for directors and senior management, and it must provide recommendations on various matters, including compensation plans and stock incentive programs [9][10] - If the board does not fully adopt the committee's recommendations, the reasons must be documented and disclosed [3] Decision-Making Procedures - The committee's working group is responsible for preparing necessary materials for decision-making, including financial indicators and performance evaluations [11][12] - The evaluation process involves self-assessment by directors and senior management, followed by performance evaluations conducted by the committee [12][13] Meeting Procedures - The committee meets as needed, with a requirement for two-thirds of members to be present for decisions to be valid [13][14] - Decisions are made through voting, and minutes of the meetings must be accurately recorded and signed by attendees [20][21] Additional Provisions - The committee may hire external consultants for professional advice, with costs covered by the company [5] - The rules and procedures outlined in the document are subject to relevant laws and regulations, and the board of directors holds the authority for interpretation [23][24]