Group 1 - The company has decided to abolish the supervisory board, transferring its powers to the audit committee of the board of directors, in accordance with the revised Company Law of the People's Republic of China [1][2][3] - The company will revise its Articles of Association and related internal management systems to reflect this change, including the abolition of the Supervisory Board Meeting Rules [1][4] - The amendments to the Articles of Association will ensure compliance with the latest regulations and align with the company's actual situation [1][5] Group 2 - The company will maintain the legal rights of shareholders and creditors while regulating its organizational behavior [1][6] - The company’s shares will continue to be issued under principles of openness, fairness, and justice, ensuring equal rights for all shareholders of the same class [1][7] - The company will not provide financial assistance for the acquisition of its shares, except for employee stock ownership plans [1][8] Group 3 - The company’s Articles of Association will now include provisions regarding the responsibilities and liabilities of the legal representative, ensuring that the company bears civil liability for actions taken in its name [3][4] - The company will implement stricter regulations regarding the transfer and pledge of shares, ensuring compliance with legal requirements [6][7] - The company will establish clear guidelines for the rights and obligations of shareholders, including the right to participate in decision-making and the obligation to comply with laws and regulations [10][11]

Core Viewpoint - The company is seeking authorization from the shareholders' meeting to allow the board of directors to handle a small-scale rapid financing initiative, with a total financing amount not exceeding RMB 300 million [1][2]. Financing Plan - The financing will be conducted through a simplified procedure for issuing shares to specific investors, with the total amount not exceeding RMB 300 million and not exceeding 30% of the company's total share capital prior to issuance [2][3]. - Eligible investors include securities investment fund management companies, securities companies, trust companies, financial companies, insurance institutions, qualified foreign institutional investors, and other legal entities or individuals as defined by the China Securities Regulatory Commission, limited to no more than 35 specific investors [2][3]. Pricing and Lock-up Period - The pricing benchmark for the shares will be set on the first day of the issuance period, with the issuance price not lower than 80% of the average stock price over the 20 trading days prior to the pricing benchmark [3][4]. - Shares issued to specific investors will be subject to a lock-up period of 6 months, while those acquiring control through this issuance will face an 18-month lock-up period [4]. Use of Proceeds - The funds raised will primarily be used for projects related to the company's main business and to supplement working capital, adhering to regulatory requirements [5]. - The investment must align with national industrial policies and legal regulations, and cannot be used for financial investments or to acquire control of other companies [5]. Authorization Details - The board of directors is authorized to manage all matters related to this small-scale rapid financing, including the preparation of necessary documents, determining the amount and timing of the financing, and handling related disclosures [5][6]. - The authorization is valid from the approval date at the 2024 annual shareholders' meeting until the 2025 annual shareholders' meeting [6].

Core Points - Shenzhen SEICHI Technologies Co., Ltd. was established as a joint-stock company in accordance with the Company Law of the People's Republic of China and other relevant regulations [3][4] - The company registered capital is RMB 94.011754 million, and it was approved for public offering of 23.502939 million shares on May 26, 2023, and listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on July 18, 2023 [3][4] - The company's business scope includes research and development of automation detection technology, machine vision technology, and intelligent robotics technology, among others [5][6] Company Structure - The company is a permanent joint-stock company, with the chairman serving as the legal representative [4] - 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 all its assets [4][5] - The company has a total of 9,401.1754 million shares issued, with a par value of RMB 1 per share [7][8] Share Issuance and Management - The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for each share of the same category [7][8] - The company can increase capital through various methods, including issuing shares to unspecified or specific objects, distributing bonus shares, or converting reserves into capital [9][10] - The company is restricted from repurchasing its own shares except under specific circumstances, such as reducing registered capital or merging with another company [10][11] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, supervision, and information access, and can initiate lawsuits against the company or its directors [14][15] - Shareholders must comply with laws and the company's articles of association, and they are liable for their subscribed shares [20][40] - The company must maintain a shareholder register, which serves as proof of share ownership [14][15] Corporate Governance - The company’s board of directors is responsible for convening shareholder meetings and ensuring compliance with legal and regulatory requirements [22][29] - Shareholder meetings can be called by the board or by shareholders holding more than 10% of the shares, and must be announced in advance [52][53] - The company must disclose information regarding significant transactions and ensure that related party transactions are conducted fairly [24][25]

Board Restructuring - The company is conducting a board restructuring as the current board's term is about to expire, in accordance with relevant laws and regulations [1][2] - The company has nominated candidates for the fourth board, including non-independent and independent directors, with a total of eight candidates proposed [2][3] Candidate Qualifications - The nominated candidates for non-independent directors include Zhang Bin, Cao Baogui, Cui Xiaobing, Xie Siyao, and Gao Feng, while independent director candidates are Hu Liangming, Deng Yangdong, and Chen Meixi [2] - All independent director candidates possess the necessary qualifications and have not faced any administrative penalties or disqualifications from regulatory bodies [2][3] Election Process - The election of non-independent and independent directors will be conducted through a cumulative voting system, and the candidates must be approved by the Shanghai Stock Exchange before being submitted to the shareholders' meeting [2] - The new board members will assume their positions from the date of approval at the 2024 annual shareholders' meeting, with a term of three years [2][3] Acknowledgment of Current Board - The company expresses gratitude to the current board members for their diligent efforts and contributions during their term [3]

Core Points - The document outlines the information disclosure management measures for Shenzhen Jingzhida Technology Co., Ltd, emphasizing the importance of timely, fair, and accurate disclosure of significant events that may impact stock trading prices or investment decisions [1][2][3] - The company and its information disclosure obligors must ensure that disclosed information is truthful, accurate, complete, and free from misleading statements or omissions [2][3][4] - The document specifies the types of significant events that require immediate disclosure, including board resolutions, signed agreements, and any knowledge of significant events by company officials [4][5] Information Disclosure Principles - The company must disclose all significant events in a timely manner, ensuring that all investors have equal access to information without any selective disclosure [3][4][5] - Information must be based on objective facts and should not exaggerate or mislead regarding future operational and financial conditions [3][4] - The company is required to disclose information that reflects its business, technology, financial status, corporate governance, competitive advantages, and industry policies [10][11] Reporting Requirements - The company must prepare and disclose periodic reports, including annual, semi-annual, and quarterly reports, within specified timeframes [22][23] - Financial reports must be audited by qualified accounting firms, and any significant changes in previously disclosed information must be reported promptly [26][27] - The company must disclose any major transactions that exceed certain thresholds, such as asset purchases or sales, investments, and guarantees [47][48][49] Risk Disclosure - The company is obligated to disclose risks that may significantly impact its core competitiveness and operational stability, including industry risks, operational risks, and macroeconomic risks [61][62][63] - Any significant changes in the external environment, such as policy changes or market conditions, must be disclosed if they affect the company's operations [64][65] Industry Information - The company must actively disclose industry-related information that could significantly influence stock prices or investor decisions, including industry characteristics, technological advancements, and competitive advantages [57][58] - The company should provide insights into its research and development expenditures and the progress of ongoing projects [58][59]

Core Points - The document outlines the fundraising management measures of Shenzhen Jingzhida Technology Co., Ltd, aiming to regulate the use of raised funds and improve their efficiency [1][2][3] Group 1: General Principles - The company establishes a comprehensive system for the storage, use, change, decision-making, supervision, and accountability of raised funds [1][2] - The raised funds are defined as those obtained through the issuance of securities to unspecified objects, excluding funds raised for equity incentive plans [1][2] - The company must disclose specific arrangements for the use of raised funds, focusing on technological innovation [1][2] Group 2: Fund Storage - The company implements a special account storage system for raised funds, ensuring that funds are stored in accounts approved by the board of directors [3][4] - A tripartite supervision agreement must be signed with the sponsoring institution or independent financial advisor and the commercial bank within one month of the funds being received [3][4] Group 3: Fund Usage - The company must use raised funds strictly for the disclosed purposes, with detailed usage plans approved by the board of directors [2][5] - The company is prohibited from using raised funds for high-risk investments or providing funds to related parties [5][6] - Idle raised funds can be temporarily used for cash management, provided they meet safety and liquidity criteria [6][7] Group 4: Changes in Fund Usage - Any changes in the use of raised funds must be approved by the board and disclosed, ensuring that new projects align with the main business [10][11] - If the company intends to transfer or replace a fundraising project, it must disclose specific reasons and the amount of funds used [11][12] Group 5: Management and Supervision - The company is required to disclose the actual use of raised funds accurately and completely [12][13] - The board must conduct semi-annual reviews of the fundraising projects and provide a special report on the status of fund usage [12][13] - Any violations of laws or regulations regarding the use of raised funds may result in penalties for responsible individuals [15]

Core Viewpoint - The document outlines the decision-making system for related party transactions of Shenzhen Jingzhida Technology Co., Ltd, ensuring compliance with relevant laws and protecting the rights of the company and its non-related shareholders [1][2]. Group 1: General Principles - The company aims to regulate related party transactions to prevent harm to the company and its shareholders, based on various legal frameworks [1]. - Related party transactions must be legal, transparent, and not conceal relationships or evade disclosure obligations [2][3]. - Basic principles for related party transactions include honesty, equality, voluntary participation, fairness, and public disclosure [2]. Group 2: Definition and Scope - Related parties include individuals or entities that control the company, hold more than 5% of shares, or are closely related to key management [5]. - Transactions involving related parties must be reported and updated regularly through the exchange's management system [3][4]. Group 3: Approval and Disclosure Procedures - Certain related party transactions require board approval and must be disclosed to shareholders, especially those involving guarantees or significant financial support [4][5]. - The board must evaluate the necessity and fairness of transactions, potentially involving independent assessments [7][8]. Group 4: Decision-Making Authority - The document specifies different approval levels for transactions based on their size and nature, with certain transactions requiring board or chairman approval [10][11]. - Related directors must abstain from voting on transactions where they have a conflict of interest [9][10]. Group 5: Internal Control and Monitoring - The company must maintain accurate records of related parties and monitor for any potential misuse of company resources by related parties [14][16]. - In case of any financial harm due to related party actions, the board is responsible for taking protective measures [16].

Core Viewpoint - The document outlines the rules and regulations governing the board of directors of Shenzhen Jingzhida Technology Co., Ltd, emphasizing the importance of compliance with laws and the company's charter to ensure effective governance and decision-making processes. Group 1: General Principles - The rules aim to clarify the responsibilities and decision-making processes of the board of directors, ensuring compliance with relevant laws and fair treatment of all shareholders [1][2] - The board is responsible for adhering to legal and regulatory requirements while considering the interests of all stakeholders [1][2] Group 2: Board Composition - The board consists of 9 directors, including 3 independent directors and 1 employee representative, with a chairman elected by a majority of the board [2] - The board is supported by a secretary responsible for preparing meetings and managing documentation [2][3] Group 3: Proposals and Meetings - Shareholders holding more than 1% of shares, board members, and the audit committee can propose agenda items for board meetings [3][4] - Proposals must align with legal requirements and the board's responsibilities, and must be submitted in advance for consideration [3][4] Group 4: Meeting Procedures - The board must hold at least two meetings annually, with provisions for special meetings under certain conditions [5][6] - Meeting notifications must be sent out in advance, detailing the agenda and relevant materials [6][7] Group 5: Voting and Decision-Making - A quorum requires the presence of more than half of the directors, and decisions are made based on majority votes [8][12] - Specific rules govern the voting process, including provisions for conflicts of interest and the need for independent directors to participate in certain decisions [12][13] Group 6: Record Keeping and Accountability - Detailed records of meetings, including attendance and voting outcomes, must be maintained for a minimum of 10 years [16][17] - Directors are accountable for their decisions, and any violations of laws or regulations may result in liability [17][18] Group 7: Amendments and Compliance - The rules must be revised in response to changes in laws or the company's charter, ensuring ongoing compliance [18][19] - The board is responsible for interpreting these rules and ensuring they align with legal standards [19]

Core Viewpoint - The article outlines the external guarantee management system of Shenzhen Jingzhida Technology Co., Ltd, emphasizing the need for risk control and compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The company aims to standardize external guarantee behavior and protect asset safety based on various legal frameworks [1]. - External guarantees must adhere to principles of legality, prudence, mutual benefit, and safety [2]. - The company has the right to refuse any coercive requests for guarantees [2]. Group 2: Approval and Review Process - External guarantees require approval from the shareholders' meeting or board of directors [2][3]. - The company can provide guarantees to certain entities based on specific conditions, such as mutual guarantee needs or important business relationships [3]. - The company must not provide guarantees to applicants with poor financial conditions or legal issues [4][5]. Group 3: Risk Management and Execution - The finance department is responsible for daily management of external guarantees and must conduct feasibility studies and risk assessments [5][6]. - The board of directors must thoroughly investigate the financial and operational status of the guaranteed party before making decisions [5][6]. - Contracts for guarantees must be in writing and comply with legal requirements, detailing all necessary terms [10][11]. Group 4: Information Disclosure - The company must disclose approved guarantees on the Shanghai Stock Exchange and other media, including total guarantee amounts and relevant details [42][43]. - Timely disclosure is required if the guaranteed party fails to meet repayment obligations or faces severe financial difficulties [44]. Group 5: Penalties and Responsibilities - All directors must exercise caution and control over the risks associated with external guarantees, bearing joint liability for any losses incurred [45][46]. - The company must take protective measures against losses caused by the failure of related parties to repay guaranteed debts [46][47].

深圳精智达技术股份有限公司 信息披露暂缓与豁免事务管理制度 深圳精智达技术股份有限公司 （2025 年 5 月修订） 第一章 总 则 第一条 为了规范深圳精智达技术股份有限公司（以下简称"公司"）信息 披露暂缓与豁免行为，督促公司及相关信息披露义务人（以下简称"信息披露义 务人"）依法合规地履行信息披露义务，根据《中华人民共和国证券法》（以下 简称"《证券法》"）、《上市公司信息披露暂缓与豁免管理规定》《上海证券 交易所科创板股票上市规则》（以下简称"《股票上市规则》"）、《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》（以下简称"《规范 运作指引》"）等相关规定以及《深圳精智达技术股份有限公司章程》（以下简 称"《公司章程》"）、《深圳精智达技术股份有限公司信息披露管理办法》（以 下简称"《信息披露管理办法》"）等公司制度，结合公司实际情况，制定本制 度。 第二条 信息披露义务人按照《股票上市规则》《规范运作指引》及上海证 券交易所（以下简称"上交所"）其他相关业务规则的规定，办理信息披露暂缓、 豁免业务的，适用本制度。 第三条 信息披露义务人自行审慎判断应当披露的信息是否存在《股票上市 ...