证券代码：688330 证券简称：宏力达 公告编号：2025-025 上海宏力达信息技术股份有限公司 2024年年度股东大会决议公告 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： 本次会议是否有被否决议案：无 一、会议召开和出席情况 （一） 股东大会召开的时间：2025 年 6 月 27 日 （二） 股东大会召开的地点：上海市长宁区延安西路 2588 号上海千禧海鸥 大酒店二楼海纳厅 （三） 出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股 东及其持有表决权数量的情况： | 1、出席会议的股东和代理人人数 | 61 | | --- | --- | | 普通股股东人数 | 61 | | 2、出席会议的股东所持有的表决权数量 | 84,241,093 | | 普通股股东所持有表决权数量 | 84,241,093 | | 3、出席会议的股东所持有表决权数量占公司表决权数量的比 | 60.7370 | | 例（%） | | | 普通股股东所持有表决权数量占公司表决权数量的比例（%） | 60.7370 | ...

Core Points - The annual general meeting of Shanghai Honglida Information Technology Co., Ltd. is scheduled for June 27, 2025, at 14:30, combining in-person and online participation [1] - The meeting will include the introduction of attendees, discussion of various proposals, and voting on key resolutions [2][3] Meeting Agenda - The meeting will start with the host announcing its commencement and introducing the attendees [2] - Shareholders will review and vote on several proposals, including the annual report and financial statements [3][5] Proposals Overview - Proposal 1: Approval of the 2024 annual report and its summary, which has been prepared in accordance with relevant laws and regulations [5][6] - Proposal 2: Approval of the 2024 board of directors' work report, highlighting the board's efforts in governance and operational improvements [6][7] - Proposal 3: Approval of the 2024 supervisory board's work report, detailing the supervisory activities conducted throughout the year [7][30] - Proposal 4: Approval of the independent directors' performance reports for 2024, emphasizing their independent oversight [8][21] - Proposal 5: Approval of the profit distribution plan for 2024, proposing a cash dividend of 3.40 RMB per 10 shares, totaling approximately 47.16 million RMB [8][9] - Proposal 6: Approval of the 2024 financial settlement report, summarizing the company's financial performance [10] - Proposal 7: Renewal of the auditing firm for 2025, proposing to continue with Da Xin Accounting Firm [11] - Proposal 8: Proposal to abolish the supervisory board and related rules, transferring its responsibilities to the audit committee [12][14] - Proposal 9: Revision of the company's articles of association to reflect the changes in governance structure [14][15] - Proposal 10: Revision of the shareholder meeting rules to align with updated regulations [15] - Proposal 11: Revision of the board meeting rules to enhance governance practices [16] - Proposal 12: Revision of various operational management systems to improve compliance and governance [17] - Proposal 13: Election of the fourth board of directors, nominating candidates for non-independent directors [18][19] - Proposal 14: Election of independent directors for the fourth board, ensuring compliance with independence requirements [20][21] Financial Performance - The company reported a net profit of approximately 222.74 million RMB for 2024, reflecting a year-on-year growth of 14.46% [22] - The gross profit margin showed slight improvement, and measures were taken to enhance accounts receivable collection [22][28] Governance and Compliance - The board of directors has been actively involved in ensuring compliance with laws and regulations, enhancing internal controls, and improving operational governance [28][29] - The supervisory board has conducted thorough oversight of the company's operations and financial reporting, ensuring transparency and accountability [30][31]

上海宏力达信息技术股份有限公司 2024 年年度股东大会会议材料 上海宏力达信息技术股份有限公司 2024 年年度股东大会 会议材料 （股票简称：宏力达 股票代码：688330） 2025 年 6 月 | | | 上海宏力达信息技术股份有限公司 2024 年年度股东大会会议材料 上海宏力达信息技术股份有限公司 2024 年年度股东大会会议议程 召开时间：2025 年 6 月 27 日（星期五）14:30 召开地点：上海市长宁区延安西路 2588 号上海千禧海鸥大酒店二楼海纳厅 召开方式：现场结合网络 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自 2025 年 6 月 27 日至 2025 年 6 月 27 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 东大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 联网投票平台的投票时间为股东大会召开当日的 9:15-15:00。 召集人：董事会 主持人：董事长章辉先生 参会人员：股权登记日登记在册的股东或其授权代表、公司董事、监事、董 事会秘书、见证律师出席会议，高 ...

Core Viewpoint - Shanghai Honglida Information Technology Co., Ltd. is conducting a board of directors election to ensure continuity as the current board's term is about to expire, with nominations for both independent and non-independent directors announced [1][2]. Board Election Summary - The company has nominated four candidates for the fourth board of directors: Mr. Zhang Hui, Mr. Jiang Yong, Mr. Leng Chuntian, and Mr. Tang Jie as non-independent directors, and Mr. Wen Donghua, Ms. Wei Yunzhu, and Mr. Cai Mingchao as independent directors [1][2]. - The independent director candidates meet the qualifications and independence requirements as per relevant regulations and will be submitted for approval at the 2024 annual general meeting [2]. - The new board will be formed after the annual general meeting, with a term of three years starting from the date of approval [2]. Candidate Profiles - **Mr. Zhang Hui**: Born in 1976, holds a master's degree in business administration from Shanghai Jiao Tong University, and has been the chairman of the company since 2011. He holds 4,090,965 shares, representing 2.92% of the company [3]. - **Mr. Jiang Yong**: Born in 1974, holds a master's degree in technology economics from Shanghai Jiao Tong University, and has served in various managerial roles since 1998. He currently holds 170,000 unvested restricted stock options [5][6]. - **Mr. Leng Chuntian**: Born in 1975, holds a master's degree in control engineering from Donghua University, and has been the general manager of the company since 2012. He holds 2,165,804 shares, representing 1.55% of the company [7]. - **Mr. Tang Jie**: Born in 1966, holds a master's degree in electronic information from Tsinghua University, and has been a director since 2013. He does not hold any shares in the company [8]. Independent Director Candidates - **Mr. Wen Donghua**: Born in 1973, holds a PhD in accounting from Shanghai University of Finance and Economics, and has been an independent director since 2022. He does not hold any shares [9][10]. - **Ms. Wei Yunzhu**: Born in 1969, holds a bachelor's degree in accounting and is a certified public accountant. She has served as an independent director since October 2023 and does not hold any shares [10]. - **Mr. Cai Mingchao**: Born in 1970, holds a PhD in business management from Shanghai Jiao Tong University, and has been an independent director since June 2024. He does not hold any shares [11].

Core Viewpoint - Shanghai Honglida Information Technology Co., Ltd. has decided to abolish its supervisory board and amend its articles of association and certain operational regulations to enhance corporate governance and comply with new regulatory requirements [1][2]. Summary by Sections Abolishment of Supervisory Board - The company has resolved to abolish the supervisory board, with the audit committee of the board taking over the supervisory functions as per the new Company Law and relevant regulations [1][2]. Amendments to Articles of Association - The amendments to the articles of association include replacing "shareholders' general meeting" with "shareholders' meeting" and other minor textual changes [2]. - Key changes in the articles include: - The chairman of the board is designated as the legal representative of the company, with specific provisions for the appointment of a new legal representative within 30 days upon resignation [2][3]. - New provisions state that the company will bear civil liability for damages caused by the legal representative in the course of duty, with the right to seek compensation from the representative if at fault [4]. Shareholder Rights and Responsibilities - Shareholders are entitled to rights proportional to their shareholdings, including profit distribution and participation in meetings [12][34]. - Shareholders must comply with laws and the articles of association, and they are prohibited from abusing their rights to harm the company or other shareholders [17][18]. Governance and Decision-Making - The shareholders' meeting is the company's authority, responsible for major decisions such as electing directors, approving financial reports, and amending the articles of association [25][26]. - Specific provisions require that certain decisions, such as significant guarantees or capital increases, must be approved by a supermajority of shareholders [26][27]. Legal Compliance and Accountability - The company must adhere to legal and regulatory requirements, ensuring that all resolutions passed by the shareholders' meeting and board are valid and enforceable [13][14]. - Shareholders have the right to request legal action against the board or supervisory committee if they believe their rights have been infringed [15][16].

Core Points - The candidate, Wei Yunzhu, has been nominated as an independent director for Shanghai Honglida Information Technology Co., Ltd. and has declared full understanding and agreement with the nomination [1] - The candidate possesses the necessary qualifications and experience to fulfill the role of an independent director, including over five years of relevant work experience in law, economics, accounting, finance, and management [1] - The candidate confirms independence and does not fall under any disqualifying conditions as outlined by relevant laws and regulations [1][2] Qualifications and Compliance - The candidate meets the requirements set forth by various laws and regulations, including the Company Law of the People's Republic of China and the Management Measures for Independent Directors of Listed Companies by the China Securities Regulatory Commission [1] - The candidate has no adverse records in the last 36 months, including administrative penalties or criminal charges from the China Securities Regulatory Commission [2] - The candidate has not been dismissed from independent director positions due to failure to attend board meetings [2] Experience and Training - The candidate has substantial accounting knowledge and experience, holding a Certified Public Accountant qualification and having over five years of full-time work experience in accounting, auditing, or financial management [3] - The candidate has completed training recognized by the stock exchange and possesses the necessary certification [3] - The candidate has undergone a qualification review by the nomination committee of Shanghai Honglida Information Technology Co., Ltd. and has confirmed independence from any conflicting interests [3][4] Commitment to Responsibilities - The candidate commits to adhering to laws, regulations, and rules set by the China Securities Regulatory Commission and the Shanghai Stock Exchange while ensuring sufficient time and effort to fulfill responsibilities [4] - The candidate pledges to resign from the independent director position if any disqualifying conditions arise during the tenure [4]

General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws and regulations [1][2] - Shanghai Holystar Electrical Technology Co., Ltd. is established as a joint-stock company based on the original Shanghai Holystar Information Technology Co., Ltd. [1][2] - The company was registered on September 8, 2020, and listed on the Shanghai Stock Exchange on October 15, 2020, with an initial public offering of 25 million shares [1][3] Company Structure - The registered capital of the company is RMB 140 million [2] - The company is a permanent joint-stock company, with the chairman serving as the legal representative [2][3] - The legal representative's civil activities bind the company, and the company is liable for damages caused by the legal representative in the course of their duties [3] Business Objectives and Scope - The company's business objective is to provide high-quality products and services to customers while maximizing shareholder interests and achieving sustainable development [5][6] - The business scope includes technology development, consulting, and services in information technology, electrical facilities, and related fields [5][6] Shares and Capital Management - The company issues shares in the form of stocks, with a par value of RMB 1 per share [6][7] - The total number of shares issued at establishment was 39 million, with 140 million shares currently issued, all being ordinary shares [7] - The company can increase capital through various methods, including issuing shares to unspecified or specific objects, and can reduce registered capital following legal procedures [8][9] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company decisions, and must adhere to legal and regulatory obligations [14][15] - Shareholders are prohibited from using their rights to harm the company or other shareholders' interests [19][20] Shareholder Meetings - The company holds annual and extraordinary shareholder meetings, with specific procedures for convening and voting [48][49] - Shareholder proposals must be submitted in advance, and the company must provide adequate notice of meetings [58][59] - Decisions at shareholder meetings require a majority or two-thirds majority vote, depending on the nature of the resolution [80][81]

Group 1 - The company held its 22nd meeting of the third supervisory board on June 6, 2025, in accordance with relevant laws and regulations [1][2] - The supervisory board unanimously approved the proposal to abolish the supervisory board and the corresponding rules, citing compliance with new regulations from the China Securities Regulatory Commission [1][2] - The decision to eliminate the supervisory board is based on the upcoming expiration of the current supervisory board's term and the transition to a system where the audit committee of the board of directors will assume the supervisory functions [1]

Meeting Information - The annual general meeting of shareholders is scheduled for June 27, 2025 [1] - The meeting will be held at Shanghai Millennium Hotel, 2588 Yan'an West Road, Changning District, Shanghai [1] - Voting will be conducted through a combination of on-site and online methods using the Shanghai Stock Exchange's voting system [1][2] Voting Procedures - Shareholders can vote via the Shanghai Stock Exchange's online voting platform from 9:15 AM to 3:00 PM on the day of the meeting [1][3] - Specific voting procedures apply to margin trading, transfer, and other related accounts as per the regulations [2] - Shareholders must complete voting for all proposals before submission [4] Agenda Items - The meeting will review several proposals, including the election of the fourth board of directors and independent directors [2][3] - Proposals for the election of non-independent directors include candidates such as Zhang Hui, Jiang Yong, Leng Chuntian, and Tang Jie [3] - Independent director candidates include Wen Donghua, Wei Yunzhu, and Cai Mingchao [3] Attendance and Registration - Shareholders registered by the close of trading on June 23, 2025, are eligible to attend [4][5] - Proxy representatives must present specific documentation to attend the meeting [5] - Registration must be completed by June 26, 2025, at 5:00 PM [5] Additional Information - Attendees are responsible for their own travel and accommodation expenses [6] - Contact information for inquiries includes a phone number and email address [6]

上海宏力达信息技术股份有限公司 募集资金管理制度 第一章 总则 第一条 为规范上海宏力达信息技术股份有限公司（以下称"公司"）募集资 金的使用和管理，进一步提高资金使用效率和公司效益，切实保护广大股东的利 益及募集资金的安全，依照《中华人民共和国公司法》《中华人民共和国证券法》 《上海证券交易所科创板股票上市规则》《上市公司募集资金监管规则》《上海 证券交易所科创板上市公司自律监管指引第1号——规范运作》等有关法律、法 规、规章、规范性文件和《上海宏力达信息技术股份有限公司章程》（以下简称 "《公司章程》"）的规定，并结合公司实际情况，特制定本制度。 第二条 本制度适用于公司通过发行股票或者其他具有股权性质的证券，向 投资者募集并用于特定用途的资金监管，但不包括公司为实施股权激励计划募集 的资金。 第三条 公司应当建立并完善募集资金存放、管理、使用、改变用途、监督 和责任追究的内部控制制度，明确募集资金使用的分级审批权限、决策程序、风 险控制措施及信息披露要求，规范使用募集资金。 公司董事会应当持续关注募集资金存放、管理和使用情况，有效防范投资风 险，提高募集资金使用效益。 第四条 募集资金投资项目（以下简称 ...