证券代码：688602 证券简称：康鹏科技 上海康鹏科技股份有限公司 2025 年第三次临时股东会会议资料 2025 年 9 月 会议资料目录 | 上海康鹏科技股份有限公司 | 2025 | 年第三次临时股东会会议须知 2 | | --- | --- | --- | | 上海康鹏科技股份有限公司 | 2025 | 年第三次临时股东会会议议程 4 | | 上海康鹏科技股份有限公司 | 2025 | 年第三次临时股东会会议议案 6 | | 议案一：关于修订《公司章程》及部分管理制度的议案 6 | | | 1 上海康鹏科技股份有限公司 2025 年第三次临时股东会会议须知 为维护全体股东的合法权益，确保股东会的正常秩序和议事效率，保证股东 会的顺利进行，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》"）、《上市公司股东会规 则》以及《上海康鹏科技股份有限公司章程》（以下简称"《公司章程》"）等 相关规定，上海康鹏科技股份有限公司（以下简称"公司"或"康鹏科技"）特 制定本须知，请全体出席股东会的人员自觉遵守。 三、为保证股东会的严肃性和正常秩序，切实维护与会 ...

Group 1 - The company has decided to abolish the supervisory board and transfer its powers to the audit committee of the board of directors, in accordance with the Company Law and relevant regulations [1][2] - The company has revised its Articles of Association and related governance documents to reflect this change, aiming to enhance operational standards [1][2] - The specific amendments to the Articles of Association include changes to the roles and responsibilities of the chairman and the legal representative of the company [2][3] Group 2 - The revised Articles of Association clarify that the chairman serves as the legal representative of the company, and the company must appoint a new legal representative within 30 days if the current one resigns [2][3] - The company’s assets are divided into equal shares, and shareholders are liable for the company's debts only to the extent of their subscribed shares [2][3] - The company has established rules for the issuance of shares, ensuring equal rights for all shares of the same category [4][5] Group 3 - The company has set forth provisions regarding the rights and obligations of shareholders, including the right to receive dividends and participate in shareholder meetings [8][9] - Shareholders can sue the company’s directors, supervisors, and senior management if they believe their rights have been violated [3][8] - The company has outlined the procedures for convening shareholder meetings and the requirements for proposals to be submitted by shareholders [20][24]

Meeting Information - The shareholder meeting is scheduled for September 15, 2025, at 14:30 [1] - The meeting will be held at the first-floor conference room, No. 200, 2891 Qilian Mountain South Road, Putuo District, Shanghai [1] - Voting will be conducted through a combination of on-site and online methods [1] Voting Procedures - The online voting system will be the Shanghai Stock Exchange's shareholder meeting online voting system [2] - Voting will be available from 9:15 to 15:00 on the day of the meeting [1][2] - Shareholders can vote via the trading system or the internet voting platform [2][3] Shareholder Participation - Only shareholders registered by the close of trading on September 10, 2025, are eligible to attend the meeting [4] - Shareholders can appoint a proxy to attend and vote on their behalf [4] - Registration for the meeting must be completed by September 12, 2025, from 13:00 to 17:00 [5] Meeting Agenda - The meeting will review proposals that have been approved by the board of directors [2] - There are no related shareholders required to abstain from voting [2] Additional Services - The company will provide a reminder service for shareholders to facilitate participation [3][4] - Shareholders will receive notifications via smart SMS regarding the meeting and voting [4]

Core Points - The document outlines the governance structure and operational guidelines for Beijing Jingyi Automation Equipment Technology Co., Ltd, emphasizing the importance of maintaining a sound corporate governance framework to ensure the company's healthy development [1][2]. Group 1: Shareholder and Control Rights - The definition of controlling shareholders includes those holding more than 50% of the company's shares or having significant voting power despite holding less than 50% [1]. - Actual controllers are defined as individuals or entities that can influence the company's actions without directly holding shares [1]. - Controlling shareholders and actual controllers must adhere to principles of honesty and integrity, ensuring their rights are exercised in a manner that protects the interests of the company and all shareholders [2][3]. Group 2: Commitment and Good Faith - Controlling shareholders and actual controllers are required to act in good faith and must not abuse their rights to harm the company or minority shareholders [2][3]. - They must consider the impact of their proposals on the company and other shareholders when submitting motions [2]. - There is an obligation to disclose the status of commitments made, and if commitments cannot be fulfilled, they must inform the company immediately [3][4]. Group 3: Independence of the Company - Controlling shareholders and actual controllers must maintain the company's independence, ensuring the integrity of its assets, personnel, finances, and operations [4][5]. - They are prohibited from using the company's resources unfairly or affecting its financial independence through shared accounts or unauthorized use of funds [5][6]. - The independence of the company's decision-making processes must be upheld, and any related transactions must be conducted fairly [6][7]. Group 4: Share Trading and Control Transfer - Controlling shareholders and actual controllers must comply with legal regulations when trading company shares and cannot trade during specific blackout periods [7][8]. - Any transfer of control must be conducted fairly and without harming the interests of the company or other shareholders [8][9]. - They must ensure a smooth transition of management and board members during control transfers [8][9]. Group 5: Information Disclosure Management - Controlling shareholders and actual controllers are responsible for timely and accurate information disclosure, particularly regarding significant events that may impact the company [9][10]. - They must cooperate with the company's disclosure processes and ensure that no undisclosed material information is leaked [10][11]. - Any media reports that could affect the company's stock price must be promptly investigated and disclosed [11].

Core Points - The article outlines the implementation details for the cumulative voting system for the election of directors at Beijing Jingyi Automation Equipment Technology Co., Ltd. [1][2] - The guidelines aim to enhance corporate governance, protect minority shareholders' interests, and standardize the election process for directors [1][2] Chapter Summaries Chapter 1: General Provisions - The implementation details are established to improve the corporate governance structure and protect the interests of minority shareholders [1] - Cumulative voting allows shareholders to allocate their voting rights among multiple candidates when electing more than one director [1] Chapter 2: Nomination of Director Candidates - The board of directors and shareholders holding more than 1% of shares can propose candidates for non-employee representative directors [2] - Nominations must comply with relevant laws and the company's articles of association [2] - Nominees must provide detailed personal information and agree to the nomination [2] Chapter 3: Voting and Election of Directors - Directors are elected through individual voting, with shareholders' voting rights calculated based on their shareholdings [3][4] - Separate voting is required for independent and non-independent directors to ensure compliance with regulations [4] - The cumulative voting method is defined, and the process for counting votes is outlined [4][5] Chapter 4: Election Principles - Directors must receive more than half of the valid votes from attending shareholders to be elected [5][6] - If the number of elected directors is less than required, the board must convene to recommend new candidates [6] - The article specifies that the term of elected directors is contingent upon meeting the minimum required number of directors [6] Chapter 5: Miscellaneous Provisions - The article clarifies terms such as "above" and "over" in the context of voting [7] - The board of directors is responsible for interpreting these implementation details [7] - The implementation details take effect upon approval by the shareholders' meeting [7]

Core Viewpoint - The document outlines the information disclosure management system of Beijing Jingyi Automation Equipment Technology Co., Ltd., emphasizing the importance of timely, accurate, and fair disclosure to protect the interests of shareholders and other stakeholders [1][2]. Group 1: Information Disclosure Principles - Information disclosure obligations must be fulfilled timely and legally, ensuring that the information is true, accurate, complete, and easy to understand [2][3]. - All investors should receive disclosed information simultaneously, with no advance disclosure to any individual or entity [2][3]. - The company must ensure that disclosed information is free from misleading statements or significant omissions [2][3]. Group 2: Responsibilities and Procedures - The Board Secretary is responsible for managing information disclosure, coordinating and organizing disclosure matters, and ensuring compliance with relevant regulations [2][3]. - The company must disclose information that may significantly impact stock trading prices, including major events and changes in business operations [6][15]. - The company must follow strict approval procedures for information disclosure, ensuring that all reports are reviewed and approved by the Board [10][12]. Group 3: Reporting Requirements - The company is required to disclose periodic reports, including annual, semi-annual, and quarterly reports, within specified timeframes [31][32]. - If the company anticipates delays in disclosing periodic reports, it must notify the stock exchange and provide reasons for the delay [34]. - The company must disclose any significant changes in business performance or financial status that could affect investor decisions [14][15]. Group 4: Confidentiality and Compliance - Individuals with access to undisclosed information must maintain confidentiality and are prohibited from insider trading [49][50]. - The company must implement internal controls to ensure the accuracy and integrity of financial information before disclosure [55][56]. - Violations of the disclosure system may result in internal penalties or legal consequences for responsible individuals [60][61].

Core Viewpoint - The company establishes a comprehensive system for external guarantees to protect shareholder and investor interests, control asset operation risks, and promote stable development [1]. Group 1: General Principles - The company primarily does not provide guarantees for third parties outside of its controlling subsidiaries, unless approved by authorized company institutions [2]. - All external guarantees must be approved by the board of directors or shareholders' meeting following legal procedures [2]. - The company requires collateral or guarantees from the guaranteed party to mitigate potential risks [2]. Group 2: Guarantee Procedures - The finance department is responsible for reviewing and managing all guarantee applications and ongoing risk control [3]. - Upon receiving a guarantee application, the finance department conducts a credit assessment of the applicant [4]. - Guarantees exceeding 10% of the latest audited net assets or 50% of total external guarantees require shareholder approval [5]. Group 3: Risk Control - The company must adhere to risk control principles during the guarantee process, ensuring strict limits on guarantee responsibilities [8]. - The company is required to monitor the financial status of the guaranteed party and take action if repayment obligations are not met [8][9]. - In case of non-fulfillment of repayment obligations, the company must disclose relevant information within a specified timeframe [9]. Group 4: Compliance and Reporting - The independent directors must provide a special report on the company's guarantee situation in the annual report [2]. - The board of directors is responsible for establishing a regular review system for all guarantee activities [6]. - Any violations of guarantee procedures must be disclosed and rectified promptly to protect the interests of the company and minority shareholders [7].

Group 1 - The company establishes rules for the board of directors' meeting procedures to enhance governance and decision-making efficiency [1][2] - The board of directors is required to hold at least two regular meetings annually, with the chairman responsible for convening these meetings [3][4] - The audit committee must meet at least quarterly, and additional meetings can be called as necessary [4][5] Group 2 - Proposals for temporary meetings can be submitted by shareholders or directors, and must include specific details about the proposal [5][6] - Meeting notifications must be sent out in advance, with specific timelines for regular and temporary meetings [6][7] - The board must ensure that a majority of directors are present for meetings to be valid [11][12] Group 3 - Directors are expected to attend meetings in person, and if unable to do so, must provide a valid reason and may delegate their voting rights [12][13] - The board's decisions require a majority vote, and specific conditions apply for certain types of resolutions [19][20] - Meeting records must be maintained for at least ten years, ensuring transparency and accountability [31][32]

证券代码：688602 证券简称：康鹏科技 公告编号：2025-051 上海康鹏科技股份有限公司 关于召开2025年第三次临时股东会的通知 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： 一、 召开会议的基本情况 （一） 股东会类型和届次 2025年第三次临时股东会 召开日期时间：2025 年 9 月 15 日14 点 30 分 召开地点：上海市普陀区祁连山南路 2891 弄 200 号 1 幢一楼会议室 （五） 网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东会网络投票系统 网络投票起止时间：自2025 年 9 月 15 日 至2025 年 9 月 15 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东会召开当日的交易时间段，即 9:15-9:25,9:30-11:30，13:00-15:00；通过互联网 股东会召开日期：2025年9月15日 本次股东会采用的网络投票系统：上海证券交易所股东会网络投票系统 （二） 股东会召集人：董事会 （三） 投票方式：本次股 ...

Core Viewpoint - Kangpeng Technology (688602) reported strong financial performance for the first half of 2025, with significant increases in revenue and net profit compared to the previous year [1] Financial Performance Summary - Total revenue reached 436 million yuan, a year-on-year increase of 27.94% [1] - Net profit attributable to shareholders was 31.02 million yuan, up 257.08% year-on-year [1] - Gross margin improved to 22.89%, reflecting a 38.01% increase [1] - Net margin rose to 7.07%, a substantial increase of 171.92% [1] - Operating cash flow per share increased to 0.15 yuan, a rise of 197.2% [1] Expense and Asset Management - Total expenses (selling, administrative, and financial) amounted to 34.84 million yuan, accounting for 7.98% of revenue, down 29.95% year-on-year [1] - Cash and cash equivalents increased to 1.247 billion yuan, an 86.36% rise [1] - Interest-bearing debt decreased to 153 million yuan, down 26.02% [1] Changes in Financial Items - Accounts receivable increased by 7.13% to 155 million yuan [1] - Significant changes in financial items included a 36.17% increase in notes receivable due to higher customer payments via notes [2] - A 55.62% decrease in accounts receivable financing was noted, attributed to reduced bill settlements [2] Business Evaluation - The company's historical return on invested capital (ROIC) has been average, with a median of 7.98% since its listing [5] - The net profit margin was previously negative at -7.51%, indicating low added value from products or services [5] - The company has shown improvement in cash flow from operating activities, with a net increase of 197.2% due to higher collections from overseas clients [5] Analyst Expectations - Analysts project a net profit of 90 million yuan for 2025, with an average earnings per share of 0.17 yuan [7]