证券代码：688618 证券简称：三旺通信 深圳市三旺通信股份有限公司 2025 年第二次临时股东大会会议资料 二零二五年六月 深圳市三旺通信股份有限公司 2025 年第二次临时股东大会会议资料 深圳市三旺通信股份有限公司 2025 年第二次临时股东大会会议资料目录 | 2025 年第二次临时股东大会会议须知 | 1 | | --- | --- | | 2025 年第二次临时股东大会会议议程 | 3 | | 议案一：关于变更注册资本、调整董事会人数、取消监事会暨修订《公司章程》的议案 | | | | 5 | | 议案二：关于制定、修订部分管理制度的议案 48 | | | 议案三：关于选举第三届董事会独立董事的议案 | 50 | 深圳市三旺通信股份有限公司 2025 年第二次临时股东大会会议资料 深圳市三旺通信股份有限公司 2025 年第二次临时股东大会会议须知 为维护广大投资者的合法权益，确保股东大会的正常秩序和议事效率，保证大会的 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》《上市公司股东大会规则》及《深圳市三旺通信股份有限公司章程》（以 下简称"《公司章程》" ...

关于变更注册资本、调整董事会人数、取消 监事会暨修订《公司章程》的公告 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、准确性和完整性依法承担法律责任。 深圳市三旺通信股份有限公司（以下简称"公司"）于2025年5月29日召开第三届董事会第三次会议、第 三届监事会第三次会议，审议通过了《关于变更注册资本、调整董事会人数、取消监事会暨修订〈公司 章程〉的议案》，现将具体情况公告如下： 一、公司注册资本变更情况 证券代码：688618 证券简称：三旺通信 公告编号：2025-029 深圳市三旺通信股份有限公司 此外，公司于2024年11月19日召开2024年第一次临时股东大会，审议通过了《关于调整公司2022年限制 性股票激励计划回购价格并回购注销部分限制性股票的议案》，同意回购注销公司2022年限制性股票激 励计划部分已获授尚未解除限售的第一类限制性股票32,929股。截至目前，由于尚未完成相关回购注销 手续的办理，公司需回购注销上述不得解除限售的限制性股票32,929股。 综上，公司后续将向中国证券登记结算有限责任公司上海分公司申请办理合计179,251股 ...

Core Viewpoint - The Shenzhen Sanwang Communication Co., Ltd. Board Nomination Committee has reviewed the qualifications of independent director candidate Chen Qingqian, concluding that he meets all legal and regulatory requirements for the position [2][3]. Group 1: Candidate Qualifications - Chen Qingqian does not hold any shares in the company and has no relationships with major shareholders or other board members, ensuring his independence [2][3]. - He has not been disqualified from serving as a director under the Company Law and has not faced penalties from the China Securities Regulatory Commission or other authorities [2][3]. - His educational background and work experience are deemed sufficient to fulfill the responsibilities of an independent director [3]. Group 2: Nomination Process - The nomination of Chen Qingqian as an independent director candidate is contingent upon approval at the company's second extraordinary general meeting in 2025, which will also address adjustments to the board size and amendments to the Articles of Association [3].

Core Points - Shenzhen Sanwang Communication Co., Ltd. plans to increase the number of board members from 5 to 7, including 3 independent directors and 4 non-independent directors, to enhance operational efficiency and decision-making [1][2] - The company has nominated Mr. Chen Qingqian as an independent director candidate, pending approval at the upcoming extraordinary general meeting [2] - Mr. Chen Qingqian has completed the necessary training and has been approved by the Shanghai Stock Exchange for his qualifications [2][3] Company Governance - The proposed changes to the board structure aim to optimize corporate governance in accordance with relevant laws and regulations [1] - The adjustment in board composition will also involve amending the company's articles of association [1] Independent Director Candidate - Mr. Chen Qingqian, born in 1964, holds a doctoral degree and has extensive experience in management roles, including positions at Southern Power Grid and as a part-time professor at Wuhan University [2] - He does not hold any shares in the company and has no conflicts of interest with major shareholders or other board members [3]

Core Viewpoint - The company has renamed its board's strategic committee to the "Strategic and Sustainable Development Committee" to enhance its ESG management and sustainable development capabilities [1][2]. Group 1: Committee Name Change and Responsibilities - The board's strategic committee has been renamed to incorporate sustainable development into its responsibilities, reflecting a commitment to integrating sustainability into the company's strategic planning and decision-making processes [1][2]. - The original rules governing the strategic committee have been revised to include additional responsibilities related to sustainable development management [1]. Group 2: Compliance and Governance - The changes align with the latest regulations and guidelines, including the "Corporate Governance Guidelines for Listed Companies" and the "Shanghai Stock Exchange STAR Market Listing Rules" [1]. - The number of committee members and term regulations remain unchanged, ensuring stability in governance while updating the committee's focus [2].

Core Viewpoint - Shenzhen Sanwang Communication Co., Ltd. has nominated Mr. Chen Qingqian as an independent director candidate for its third board of directors, ensuring that he meets all qualifications and independence requirements as per relevant regulations [1][2][3] Summary by Relevant Sections Nomination and Qualifications - The nominee has a solid understanding of the operations of listed companies and possesses over five years of relevant work experience in law, economics, accounting, finance, or management [1] - The nominee has completed training and obtained certification recognized by the stock exchange [1] Compliance with Regulations - The nominee's qualifications comply with 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][2] Independence Criteria - The nominee does not have any relationships that could affect his independence, such as being employed by the company or its affiliates, holding significant shares, or having major business dealings with the company [1][2] No Adverse Records - The nominee has no adverse records, including administrative penalties from the China Securities Regulatory Commission or criminal investigations related to securities and futures violations in the past 36 months [2] Additional Compliance - The nominee has not been dismissed from previous independent director positions due to attendance issues and does not hold independent director roles in more than three listed companies [2][3]

Capital Change - The company has changed its registered capital from RMB 1,103.39533 million to RMB 1,101.85630 million [4][3] - The company completed the registration of shares for the first vesting period of the second category of restricted stock under the 2022 incentive plan, with a total of 25,348 shares becoming vested [1][2] Board and Supervisory Committee Adjustments - The company plans to increase the number of board members from 5 to 7, including 3 independent directors and 4 non-independent directors [2][3] - The supervisory committee will be abolished, and its functions will be transferred to the audit committee of the board [2][3] Amendments to Articles of Association - The company will revise certain provisions in its Articles of Association to align with the changes in registered capital, board composition, and the abolition of the supervisory committee [3][4] - Specific amendments include changes to the company’s registered capital and governance structure to enhance operational efficiency and decision-making [3][4]

Core Viewpoint - Shenzhen Sanwang Communication Co., Ltd. is revising its management systems in accordance with updated regulations and has decided to abolish the supervisory board [1] Group 1: Management System Revisions - The company held its third board meeting on May 29, 2025, where it approved the proposal to formulate and revise certain management systems [1] - The revisions are based on the latest legal and regulatory documents, including the revised Articles of Association and the Shanghai Stock Exchange's rules [1] - New management systems include the remuneration management system for directors and senior management, the resignation management system, and the voluntary information disclosure management system [1] Group 2: Disclosure and Approval - The revised management systems will be disclosed on the Shanghai Stock Exchange's website on the same day [2] - Certain revised management systems will require approval at the company's second extraordinary general meeting in 2025 [4]

深圳市三旺通信股份有限公司 董事、高级管理人员及核心技术人员 所持本公司股份及其变动管理制度 （2025 年 5 月修订） 深圳市三旺通信股份有限公司 董事、高级管理人员及核心技术人员所持本公司股份及其变动管 理制度 第一章 总则 第一条 为加强对深圳市三旺通信股份有限公司（以下简称"公司"或"上市公 司"）董事、高级管理人员及核心技术人员所持本公司股份及其变动的管理，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》"）《上市公司股东减持股份管理暂行办法》《上市公司董 事和高级管理人员所持本公司股份及其变动管理规则》《上海证券交易所上市公司自 律监管指引第 15 号——股东及董事、高级管理人员减持股份》等法律、法规以及 《深圳市三旺通信股份有限公司章程》（以下简称"《公司章程》"）的相关规定， 结合公司实际情况,制定本制度。 第二条 本制度适用于公司董事、高级管理人员及核心技术人员所持本公司股份 及其变动的管理。 第三条 公司董事、高级管理人员及核心技术人员所持公司股份，是指登记在其 名下和利用他人账户持有的所有本公司股份。公司董事、高级管理人员从事融资 ...

Core Points - The document outlines the compensation management system for the board of directors and senior management of Shenzhen Sanwang Communication Co., Ltd, aiming to establish an effective incentive and restraint mechanism to enhance work motivation and company performance [1][2] - The compensation structure is linked to the company's operational performance, ensuring alignment with market value and long-term interests [1][4] Group 1: General Principles - The compensation system is designed to reflect the company's scale and performance while being competitive with external compensation levels [1] - It emphasizes the principle of equal responsibility, authority, and benefits, ensuring that compensation corresponds to the value of the position and the level of responsibility [1] - The system aims to balance incentives and constraints, linking compensation to performance evaluations and rewards [1] Group 2: Management Structure - The board of directors has established a Compensation and Assessment Committee responsible for setting evaluation standards and compensation decision-making processes [2] - Various departments, including talent development, finance, and securities affairs, will assist the Compensation and Assessment Committee in implementing compensation plans [2] - Compensation plans for senior management require approval from the board of directors, while those for directors also need shareholder approval [2] Group 3: Compensation Composition and Standards - Independent directors receive a fixed allowance, while non-independent directors' compensation is based on their specific roles and responsibilities [2] - Senior management compensation consists of a base salary, annual performance bonuses, special rewards, and other benefits [2] - The base salary is the fundamental remuneration for fulfilling job responsibilities, while performance bonuses are tied to the achievement of annual operational goals [2] Group 4: Compensation Payment - Independent directors' allowances are paid quarterly, while directors and senior management receive monthly salaries and performance bonuses based on assessment cycles [4] - All compensation and allowances are pre-tax income, with the company responsible for withholding personal income tax [4] - Upon resignation or term changes, performance bonuses are calculated based on actual tenure and performance [4] Group 5: Compensation Adjustment - The compensation system should adapt to the company's operational strategy and changing business conditions [5] - Adjustments are based on industry salary trends, inflation levels, company profitability, strategic changes, and individual role changes [5] Group 6: Supplementary Provisions - Any matters not covered by the system will follow relevant national laws and regulations, as well as the company's articles of association [5] - The system will take effect upon approval by the company's shareholders and is subject to interpretation and revision by the board of directors [5]