中国汽车工程研究院股份有限公司 2025年第四次临时股东会决议公告 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、准确性和完整性承担法律责任。 重要内容提示： ● 本次会议是否有否决议案：无 一、会议召开和出席情况 证券代码：601965 证券简称：中国汽研 公告编号：临2025-060 (一)股东会召开的时间：2025年12月25日 (二)股东会召开的地点：重庆市北部新区金渝大道9号中国汽研行政楼1楼会议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： ■ (四)表决方式是否符合《公司法》及《公司章程》的规定，会议主持情况等。 本次股东会由公司董事会召集，董事长周玉林先生主持。会议采用现场投票和网络投票相结合的表决方 式。会议的召集和召开程序、出席会议人员的资格、会议的表决方式和程序均符合相关法律、法规、规 范性文件和《公司章程》的有关规定。 (五)公司董事和董事会秘书的列席情况 1、公司在任董事9人，列席9人； 2、公司总会计师兼董事会秘书黄延君、副总经理王红钢、副总经理王锐、总法律顾问抄佩佩列席了本 次会议。 二、议案审议情 ...

Core Viewpoint - China Automotive Engineering Research Institute Co., Ltd. (referred to as "China Automotive Research") has announced the initiation of a board of directors' election process due to the impending expiration of terms for some independent directors and adjustments in the board composition [1] Group 1 - The fifth meeting of the fifth board of directors was held on December 8, where proposals for the election of the sixth board of directors were approved [1] - The board has nominated Zhou Yulin, Liu Anmin, Liu Jiang, Ma Jian, and Wang Lei as candidates for non-independent directors of the sixth board [1] - The board has also nominated Tian Guanjun, Zhao Fuquan, and Huang Yingjun as candidates for independent directors, with Tian Guanjun being a professional accountant [1] Group 2 - The proposals will be submitted for review at the company's fourth extraordinary general meeting of shareholders in 2025 and will be voted on using a cumulative voting method [1] - The newly elected directors will form the sixth board of directors alongside employee representative directors elected by the employee representative assembly [1]

Core Viewpoint - The company plans to repurchase and cancel a total of 230,800 restricted stocks due to the termination of labor relations with 12 original incentive targets who are no longer eligible for the incentive program [2][4][6]. Summary by Sections Repurchase and Cancellation Reasons - The repurchase and cancellation of restricted stocks are based on the "Management Measures for Equity Incentives of Listed Companies" and the relevant provisions of the company's second and third phase restricted stock incentive plans [2][4]. Details of the Repurchase - The total number of restricted stocks to be repurchased is 230,800, with a total repurchase price of RMB 2,518,773.81 [2][4]. - The decision was approved in the 21st meeting of the fifth board of directors and the 15th meeting of the fifth supervisory board on April 25, 2025 [2][4]. Notification and Legal Compliance - The company has fulfilled the creditor notification procedures as required by law, and no claims have been made by creditors during the 45-day public notice period [3][4]. - The company has opened a dedicated securities account for the repurchase and has applied for the transfer procedures for the repurchased stocks [7]. Changes in Share Structure - After the repurchase and cancellation, the remaining restricted stocks will total 9,372,920 [6][7]. Legal Opinions - The legal opinion from Beijing Jiayuan Law Firm confirms that the repurchase and cancellation have received necessary approvals and comply with relevant laws and regulations [8].