苏州华之杰电讯股份有限公司 2025 年第一次临时股东大会会议资料 证券代码：603400 证券简称：华之杰 苏州华之杰电讯股份有限公司 2025 年第一次临时股东大会 会议资料 2025 年 8 月 江苏 苏州 | 会议须知 1 | | --- | | 会议议程 3 | | 会议议案 5 | | 议案 1：关于使用部分闲置募集资金及自有资金进行现金管理的议案 5 | | 议案 2：关于变更公司注册资本、公司类型、经营范围、取消监事会暨修订 | | 《公司章程》并办理工商变更登记的议案 7 | | 议案 3：关于修订股东会议事规则的议案 76 | | 议案 4：关于修订董事会议事规则的议案 77 | | 议案 5：关于修订累积投票制实施细则的议案 78 | | 议案 6：关于修订独立董事工作制度的议案 79 | | 议案 7：关于修订募集资金使用管理制度的议案 80 | | 议案 8：关于修订对外担保管理办法的议案 81 | | 议案 9：关于修订关联交易管理办法的议案 82 | | 议案 10：关于修订对外投资管理办法的议案 83 | | 议案 11：关于修订董事和高级管理人员所持本公司股份及其变动管理制度 ...

Group 1 - Datang Power achieved a total on-grid electricity of approximately 123.99 billion kWh for the first half of 2025, a year-on-year increase of 1.30%, with wind and solar power generation increasing by 31.27% and 36.35% respectively [1] - North Self Technology signed an equipment procurement contract with a total amount of 164 million yuan [1] - Jinchuan Co. reported a net profit of 1.38 billion yuan for the first half of 2025, a year-on-year decrease of 8.45%, with operating revenue of 6.96 billion yuan, an increase of 5.55% [1][2] Group 2 - Microchip Biotech expects a revenue of 407 million yuan for the first half of 2025, a year-on-year increase of 35%, and a net profit of approximately 30.06 million yuan, a year-on-year increase of 173% [3] - Zongheng Co. anticipates a revenue of 135 million yuan for the first half of 2025, a year-on-year increase of 61.72%, with a net loss of 34.68 million yuan, reducing losses by 18.34 million yuan compared to the previous year [5] - Tuojing Technology expects a revenue of 1.21 billion to 1.26 billion yuan for the second quarter of 2025, a year-on-year increase of 52% to 58%, with a net profit of 238 million to 247 million yuan, a year-on-year increase of 101% to 108% [7] Group 3 - Star Power reported a net profit of 73.42 million yuan for the first half of 2025, a year-on-year decrease of 13.44%, with total revenue of 1.52 billion yuan, an increase of 13.70% [8] - Xiamen Tungsten reported a net profit of 972 million yuan for the first half of 2025, a year-on-year decrease of 4.41%, with operating revenue of 19.18 billion yuan, an increase of 11.75% [9] - Yikang Pharmaceutical's subsidiary received approval for clinical trials of YKYY029 injection for hypertension [11] Group 4 - Mould Technology received a project designation for luxury car exterior parts, with an expected total sales of 2.044 billion yuan over a five-year lifecycle [13] - Jinzhik Technology won multiple projects from the State Grid and Southern Power Grid, with a total bid amount of 133 million yuan [14] - Changjiang Media plans to use up to 700 million yuan of idle funds to purchase financial products [16] Group 5 - Ningbo Gaofa plans to invest up to 20 million USD to establish a production base in Morocco [20] - Xuantai Pharmaceutical's subsidiary received EU GMP certification for solid dosage production lines [22] - Changhua Group received a project designation for key metal structural components from a domestic new energy vehicle company, with an expected total sales of 235 million yuan over a four-year lifecycle [23]

Core Points - The document outlines the management measures for related party transactions of Suzhou Huazhi Jie Telecommunications Co., Ltd, aiming to protect shareholders' rights and ensure fairness in transactions [1] - The company must adhere to principles of honesty, equality, voluntary participation, fairness, and transparency in related party transactions [1][2] - Related parties include both legal entities and natural persons that have significant control or ownership over the company [2][3] Group 1: Related Party Definition - Related parties include legal entities that directly or indirectly control the company or are controlled by the company's major shareholders [2][3] - Natural persons who hold more than 5% of the company's shares or are directors and senior management are also considered related parties [2][3] Group 2: Transaction Management - The company must maintain an updated list of related parties and ensure that transactions are conducted with due diligence [3][4] - Related party transactions must be documented in written agreements that specify the rights and obligations of both parties [8][9] Group 3: Approval and Disclosure - Related party transactions exceeding certain thresholds must be disclosed and approved by the board and shareholders [9][10] - Transactions with related parties must be reviewed by non-related directors, and related directors must abstain from voting [15][16] Group 4: Financial Assistance Restrictions - The company is prohibited from providing financial assistance to related parties, except under specific conditions where other shareholders provide proportional support [10][11] - Any financial support to related parties must be approved by a majority of non-related directors and disclosed to shareholders [10][11] Group 5: Legal Responsibilities - The board is responsible for taking corrective actions if related party transactions are found to harm the company or its shareholders [31][32] - Directors and senior management may face penalties or removal from their positions if they violate the related party transaction management measures [32][33]

Core Points - The company is established as a joint-stock limited company under the laws of the People's Republic of China, with a registered capital of RMB 100 million [1][2] - The company aims to maintain the legal rights of shareholders, employees, and creditors while adhering to relevant laws and regulations [1][2] - The company will operate with a focus on customer proximity, sustainable management, lean operations, and technological innovation to enhance competitiveness and create value for stakeholders [3][4] Company Structure - The company is governed by a board of directors, with the chairman serving as the legal representative [2][3] - The legal representative is responsible for civil activities conducted on behalf of the company, and the company bears the legal consequences of these activities [2][3] - 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 its entire assets [2][3] Business Scope - The company's business scope includes import and export of goods and technology, manufacturing of wires and cables, and various electronic and mechanical equipment [3][4] - The company is also involved in the manufacturing and sales of batteries, integrated circuits, and environmental protection equipment [4] Share Issuance - The company has issued a total of 100 million shares, all of which are ordinary shares with a par value of RMB 1 per share [5][6] - The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for all shareholders of the same class [5][6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company decisions, as well as obligations to comply with laws and the company's articles of association [10][11] - The company has established procedures for shareholder meetings, including the rights to propose agenda items and the requirement for legal compliance in decision-making [10][11][12] Governance and Compliance - The company is required to maintain transparency and comply with information disclosure obligations, especially regarding significant transactions and financial assistance [18][19] - The board of directors and the audit committee are responsible for ensuring compliance with legal and regulatory requirements [18][19][20]

Core Points - The article outlines the implementation details of the cumulative voting system for Suzhou Huazhi Jie Telecommunications Co., Ltd, aimed at improving corporate governance and protecting the interests of minority shareholders [2][3]. Group 1: General Provisions - The cumulative voting system allows shareholders to have voting rights equal to the number of shares they hold multiplied by the number of directors to be elected, enabling them to concentrate their votes on specific candidates [2]. - This system applies when two or more directors are to be elected, and the board must indicate this in the notice for the shareholders' meeting [2]. Group 2: Nomination of Director Candidates - Director candidates must comply with relevant laws and regulations, including the Company Law and Securities Law, as well as the company's articles of association [3]. Group 3: Voting and Election of Directors - Before voting, the meeting host must inform shareholders about the cumulative voting method, and appropriate ballots must be prepared [3][4]. - The election process includes calculating the cumulative voting rights and ensuring that independent and non-independent directors are elected separately to maintain the required ratio [5]. - The election results are determined based on the number of votes received, and if the number of elected directors is less than required, a second round of voting will be held [6].

Core Viewpoint - The document outlines the management system for the shares held by directors and senior management of Suzhou Huazhi Jie Telecommunications Co., Ltd, emphasizing compliance with relevant laws and regulations to protect investor rights and maintain market order [1][2]. Section Summaries Chapter 1: General Provisions - The system is established to manage the shares held by directors and senior management, ensuring adherence to laws such as the Company Law and Securities Law [1]. - Directors and senior management include all company directors and senior executives [1]. - Shares held by directors and senior management include those registered in their names and those held through others' accounts [1]. Chapter 2: Information Declaration for Buying and Selling Company Stocks - Directors and senior management must be aware of laws prohibiting insider trading and market manipulation before trading [2]. - They are required to notify the board secretary in writing of their trading plans, which will be verified for compliance with regulations [2]. - Personal and family information must be reported to the Shanghai Stock Exchange within specified timeframes upon changes [2]. Chapter 3: Restrictions and Prohibitions on Buying and Selling Company Stocks - Shares cannot be transferred under certain conditions, such as within one year of the company's stock listing or within six months after leaving the company [3][4]. - A maximum of 25% of shares can be transferred annually, with exceptions for certain circumstances [4][5]. - Specific periods are designated during which directors and senior management are prohibited from trading [6][7]. Chapter 4: Disclosure of Stock Holding and Trading Activities - Any changes in shareholding must be reported within two trading days, including details of the change [8]. - Violations of trading regulations may result in the company recovering profits from illegal trades [8]. Chapter 5: Supplementary Provisions - The system will be executed according to national laws and regulations, with the board of directors responsible for interpretation and revision [9].

General Provisions - The rules aim to standardize the board of directors' meeting procedures and decision-making processes for Suzhou Huazhi Jie Telecommunications Co., Ltd. [2] - The company appoints a board secretary responsible for preparing shareholder and board meetings, document management, and information disclosure [2][3]. Board Meetings - The board meetings are categorized into regular and temporary meetings, with at least two regular meetings held annually [3][5]. - Proposals for regular meetings should be formed after consulting all directors and submitted to the chairman for drafting [6]. - Temporary meetings must be convened under specific circumstances, such as proposals from shareholders or directors [4][6]. Meeting Notifications - Notifications for regular and temporary meetings must be sent out ten days and three days in advance, respectively [10]. - Changes to meeting notifications must be communicated at least one day prior to the scheduled meeting [12]. Meeting Procedures - A board meeting requires the presence of more than half of the directors to be valid [13]. - Directors are expected to attend in person, but can delegate their voting rights under certain conditions [14][15]. - Meetings can be held in person or via video, phone, or email, ensuring all directors can express their opinions [16]. Voting and Resolutions - Each proposal is subject to discussion and must be voted on by the directors, with voting options including approval, disapproval, or abstention [19]. - A resolution requires approval from more than half of the total number of directors, with specific rules for related party transactions [21][22]. - If a proposal is not approved, it cannot be reconsidered within a month unless significant changes occur [25]. Meeting Records - The board secretary is responsible for recording meeting minutes, which must include details such as date, attendees, agenda, and voting results [29][30]. - Meeting records must be accurate and preserved for at least ten years [31][32].

Core Viewpoint - The document outlines the management and utilization of funds raised by Suzhou Huazhi Jie Telecommunications Co., Ltd, emphasizing the importance of protecting investor interests and ensuring efficient use of raised funds [1][2]. Fund Management Principles - The company must adhere to a structured plan, standardized operations, and transparency in the use of raised funds [4]. - The board of directors is responsible for establishing and implementing a robust fund management system [4][5]. - Any unauthorized use or change in the purpose of raised funds that leads to losses will result in legal liabilities for responsible individuals [5]. Fund Storage - The company is required to open a special account for raised funds, ensuring that these funds are managed separately and not mixed with other funds [7]. - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the commercial bank within one month of the funds being in place [8][9]. Fund Usage Guidelines - Raised funds should primarily be used for the company's main business activities and cannot be used for financial investments or to benefit related parties [9][10]. - If a project funded by raised funds faces significant changes or delays, the company must reassess its feasibility and disclose the situation [10][11]. Changes in Fund Usage - Any changes in the use of raised funds must be approved by the board and disclosed to shareholders [20][21]. - The company must ensure that new investment projects are viable and have good market prospects [21][22]. Oversight and Reporting - The company must conduct regular audits and provide detailed reports on the management and usage of raised funds [15][16]. - Independent financial advisors are required to conduct semi-annual investigations and provide reports on the fund's status [16][17].

Core Viewpoint - The company announced a profit distribution plan for the first quarter of 2025, proposing a cash dividend of RMB 0.40 per share, which represents 90.27% of the net profit attributable to shareholders for the quarter [2][3]. Group 1: Profit Distribution Plan - The company achieved a net profit of RMB 44,311,054.45 for the first quarter of 2025, with undistributed profits amounting to RMB 147,208,161.78 as of March 31, 2025 [2]. - The total number of shares as of July 16, 2025, is 100 million, leading to a total proposed cash dividend of RMB 40 million (including tax) [2]. - The profit distribution plan is subject to approval at the company's first extraordinary general meeting of shareholders in 2025 [4]. Group 2: Decision-Making Process - The board of directors approved the profit distribution plan with a unanimous vote of 5 in favor, 0 against, and 0 abstentions during the meeting on July 16, 2025 [3]. - The supervisory board also approved the plan with a vote of 3 in favor, 0 against, and 0 abstentions, confirming compliance with relevant laws and regulations [3]. - Independent directors expressed that the plan does not harm the interests of the company or its shareholders, particularly minority shareholders, and agreed to submit the proposal for shareholder approval [3].

Meeting Overview - The third session of the Supervisory Board held its 11th meeting, which was conducted both in-person and via communication methods [1] - The meeting's resolutions were deemed legally valid according to relevant regulations [1] Fund Utilization Adjustments - The company plans to adjust the amount of raised funds allocated to the "Annual Production of 86.5 Million Electric Tool Smart Components Expansion Project" from 486.08 million yuan to 444.16 million yuan due to a shortfall in actual raised funds [1] - The adjustment does not change the intended use of the funds and is based on the company's operational needs and future development plans [1] Issuance Costs and Fund Replacement - As of July 16, 2025, the company has pre-paid issuance costs amounting to 5.28 million yuan, with 551.96 thousand yuan paid from self-raised funds [2][3] - The Supervisory Board confirmed that the replacement of raised funds for previously paid issuance costs complies with regulations and does not affect the normal implementation of investment projects [2][3] Cash Management Plans - The company intends to use idle raised funds up to 350 million yuan and idle self-owned funds up to 200 million yuan for cash management, with a validity period of 12 months [4] - The cash management products will be low-risk and high-liquidity, ensuring the safety and efficiency of fund usage [4] Loan to Subsidiary - The company plans to provide an interest-free loan of up to 389.36 million yuan to its wholly-owned subsidiary, Zhangjiagang Huajie Electronics Co., Ltd., to support the expansion project [5] - This loan aligns with the company's funding plan and does not alter the intended use of raised funds [5] Changes in Company Structure - The company has completed its public offering of 25 million shares and has changed its status to a publicly listed company [6] - The company will no longer have a Supervisory Board, with its functions transferred to the Audit Committee of the Board of Directors [7][8] Profit Distribution Plan - The company proposes a cash dividend of 0.40 yuan per share, totaling 40 million yuan, which represents 90.27% of the net profit attributable to shareholders for Q1 2025 [9] - This distribution plan is in accordance with legal regulations and the company's profit distribution policy [9]