Core Points - The company is holding its second extraordinary general meeting of shareholders in 2025 to discuss various proposals including the election of the fourth board of directors [1][5] - The meeting will take place on July 31, 2025, at 14:00 in Shenzhen, and will utilize both on-site and online voting methods [6][4] - The company plans to abolish the supervisory board, transferring its responsibilities to the audit committee of the board of directors [5][7] - The fourth board of directors will consist of six members, including three non-independent directors and one employee director, with two independent directors nominated [8][9] Meeting Procedures - Attendees must register 30 minutes prior to the meeting and present necessary identification documents [2][3] - The meeting will follow a structured agenda, including the announcement of attendees, reading of meeting rules, and voting on proposals [6][4] - Shareholders will have the right to speak and ask questions, but must adhere to time limits and meeting decorum [3][4] Proposals - Proposal One: Abolishment of the supervisory board and amendments to the company’s articles of association [7] - Proposal Two: Revision of certain corporate governance systems to enhance operational compliance [8] - Proposal Three: Election of non-independent directors for the fourth board [8] - Proposal Four: Election of independent directors for the fourth board, with specific nominees already approved by the board [9]

证券代码：688655 证券简称：迅捷兴 深圳市迅捷兴科技股份有限公司 2025 年第二次临时股东大会 深圳市迅捷兴科技股份有限公司 2025年第二次临时股东大会会议资料 深圳市迅捷兴科技股份有限公司 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 3 | | | --- | --- | | 2025 年第二次临时股东大会会议议程 5 | | | 2025 年第二次临时股东大会会议议案 7 | | | 议案一：《关于取消公司监事会并修订<公司章程>的议案》 7 | | | 议案二：《关于修订部分公司治理制度的议案》 8 | | | 议案三：《关于公司董事会换届选举暨选举第四届董事会非独立董事候选人的 | | | 议案》 9 | | | 议案四：《关于公司董事会换届选举暨选举第四届董事会独立董事候选人的议 | | | 案》 | 10 | 深圳市迅捷兴科技股份有限公司 2025年第二次临时股东大会会议资料 会议资料 2025 年 7 月 深圳市迅捷兴科技股份有限公司 2025 年第二次临时股东大会会议须知 为了维护全体股东的合法权益，确保股东大会的正常秩序和议事效率，保证 ...

Group 1 - The company has decided to abolish the supervisory board and amend its articles of association to enhance corporate governance and compliance with relevant laws and regulations [1][2][3] - The supervisory board's powers will be transferred to the audit committee of the board of directors, and related rules will be abolished [1][2] - The amendments to the articles of association include changes to the rights and obligations of shareholders, the role of the legal representative, and the procedures for shareholder meetings [2][3][4] Group 2 - The revised articles of association specify that the chairman of the board will serve as the legal representative of the company [3][4] - The company will maintain its total share capital at 133.39 million shares, all of which are ordinary shares [6] - The company has established new rules regarding the issuance of shares and the rights of shareholders, ensuring equal rights for all shares of the same category [6][7] Group 3 - The company has outlined the procedures for increasing capital, including public offerings and other methods as approved by the shareholders' meeting [8][9] - The company will not repurchase its own shares, except under specific circumstances defined in the revised articles [10][11] - The company has clarified the responsibilities of shareholders, including compliance with laws and regulations, and the prohibition of actions that harm the interests of the company or other shareholders [21][22] Group 4 - The company has established clear guidelines for the board of directors and shareholders regarding the approval of external guarantees and the conditions under which they can be provided [26][27] - The company will ensure that any guarantees provided to related parties are based on reasonable commercial logic and will require counter-guarantees from controlling shareholders [27][28] - The company has set forth the rights of shareholders to propose agenda items for shareholder meetings and the procedures for doing so [28][29]

Group 1 - The Nomination Committee of Shenzhen Xunjiexing Technology Co., Ltd. has reviewed the qualifications of independent director candidates for the fourth board of directors [1] - Candidates Hong Fang and Liu Muyong have completed training and obtained relevant certification recognized by the stock exchange [1] - Both candidates do not hold shares in the company and have no relationships with major shareholders or management, meeting the legal requirements for independent directors [1] Group 2 - The committee agrees to nominate Hong Fang and Liu Muyong as independent director candidates for the fourth board and will submit this proposal for board review [2]

Board Restructuring - The company is conducting a board restructuring as the third board's term has expired, with plans to increase the number of board members from 5 to 6, including 2 independent directors and 1 employee director [1][2] - Proposals for the restructuring and the nomination of candidates for the fourth board will be submitted for shareholder approval at the upcoming general meeting [1][2] Board Candidates - The board has nominated Ma Zhuo, Ma Ying, and Li Tie as candidates for non-independent directors, and Hong Fang and Liu Mu Yong as candidates for independent directors, with Liu being a qualified accounting professional [2][3] - The term for the newly elected board members will commence upon approval at the second extraordinary general meeting in 2025 and will last for three years [2][3] Qualifications of Candidates - All nominated candidates meet the legal and regulatory requirements for board membership, with no history of administrative penalties or disqualifications from the China Securities Regulatory Commission [2][5][6] - Independent director candidates have completed the necessary training and possess relevant educational and professional backgrounds to fulfill their responsibilities [2][6] Current Board Operations - Until the new board is approved, the current third board and supervisory board will continue to perform their duties in accordance with the law and company regulations [3] - The company expresses gratitude for the contributions made by the current board members during their tenure [3]

Core Points - The document outlines the management of resignations for directors and senior management at Shenzhen Xunjiexing Technology Co., Ltd, ensuring stability in corporate governance and protection of shareholder rights [1][2] - It specifies the conditions under which directors and senior management can resign, including the requirement for written resignation reports and the timeline for resignation effectiveness [3][4] - The document also details the obligations of departing directors and senior management, including the transfer of company documents and compliance with ongoing commitments [4][5] Summary by Sections General Provisions - The regulations are established to standardize the resignation management of directors and senior management, ensuring compliance with relevant laws and company bylaws [1] Resignation Conditions and Effectiveness - Directors can resign before their term ends by submitting a written resignation report, effective upon receipt by the board, with disclosure required within two trading days [3] - If a director's resignation results in the board falling below the legal minimum, the departing director must continue to fulfill their duties until a new director is appointed [3] - Senior management can also resign before their term ends, with specific procedures outlined in their labor contracts [1][3] Transfer Procedures and Unresolved Matters - Departing directors and senior management must transfer all relevant company documents and assets within three working days of their resignation [3] - If there are unresolved commitments, the company can require a written plan for fulfillment from the departing personnel [3][4] Obligations of Departing Directors and Senior Management - The loyalty obligations of directors and senior management remain in effect for two years post-resignation [4] - There are restrictions on the transfer of shares by departing personnel, including a prohibition on transferring shares within six months of leaving [4] Accountability Mechanism - The board is responsible for reviewing any breaches of commitments or obligations by departing personnel and may pursue compensation for losses incurred [5] - Departing personnel can appeal any accountability decisions to the audit committee within 15 days of notification [5]

Core Viewpoint - The nomination of Liu Muyong as an independent director candidate for the fourth board of Shenzhen Xunjiexing Technology Co., Ltd. has been made, with the nominator affirming that the candidate meets all necessary qualifications and independence criteria [1][2][3]. Group 1: Candidate Qualifications - The candidate possesses fundamental knowledge of listed company operations and has over five years of relevant work experience in law, economics, accounting, finance, or management [1]. - The candidate has completed training and obtained certification recognized by the stock exchange [1]. - The candidate's qualifications comply with various legal and regulatory requirements, including the Company Law of the People's Republic of China and the Management Measures for Independent Directors of Listed Companies [1][2]. Group 2: Independence Criteria - The candidate does not have any relationships that could affect their independence, such as being employed by the company or its affiliates, or holding significant shares [2]. - The candidate has no adverse records, including administrative or criminal penalties from the China Securities Regulatory Commission within the last 36 months [2]. - The candidate has not been dismissed from previous independent director positions due to attendance issues [2]. Group 3: Additional Information - The nominator confirms that there are no conflicts of interest between the nominator and the candidate, and the candidate has passed the qualification review by the nomination committee [3]. - The nominator guarantees the truthfulness and completeness of the statements made regarding the candidate's qualifications [5].

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 [1][2] - The company is established as a joint-stock limited company in accordance with the Company Law and is registered with the Shenzhen Market Supervision Administration [1][2] - The company was approved for registration by the China Securities Regulatory Commission and listed on the Shanghai Stock Exchange on May 11, 2021, with an initial public offering of 33.39 million shares [1][3] Company Information - The registered capital of the company is RMB 133.39 million [2] - The company is located in the Bao'an District of Shenzhen [2] - The legal representative of the company is the chairman of the board, and the company will appoint a new legal representative within 30 days if the current one resigns [2][3] Business Objectives and Scope - The company's business objectives include cultivating top employees, manufacturing top products, and creating an industry brand to meet customized needs at various stages of research and production [3][4] - The business scope includes circuit design, sales of circuit boards and electronic components, domestic trade, and import/export of goods and technology [3][4] Shares and Capital - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1 [5][6] - The total number of shares issued by the company is 133.39 million, all of which are ordinary shares [5][6] - The company has specific regulations regarding the issuance, transfer, and repurchase of shares, ensuring fairness and equal rights among shareholders [6][7] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, participate in shareholder meetings, supervise company operations, and request information [10][11] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not misuse their rights to harm the company or other shareholders [15][16] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [48][49] - Shareholder meetings require proper notification and must include detailed information about the agenda and voting procedures [61][62] - Decisions made at shareholder meetings can be classified as ordinary or special resolutions, with different voting thresholds required for each [80][81]

Core Points - The article outlines the establishment and operational guidelines of the Compensation and Assessment Committee of Shenzhen Xunjiexing Technology Co., Ltd, aimed at improving the governance structure and management of compensation for directors and senior management [1][2][3] Group 1: General Provisions - The Compensation and Assessment Committee is a specialized body established by the board of directors, responsible for formulating assessment standards and compensation policies for directors and senior management [1] - The committee consists of three directors, including two independent directors, and is chaired by an independent director [2] Group 2: Responsibilities and Authority - The committee's main responsibilities include developing compensation plans based on the roles and responsibilities of directors and senior management, conducting annual performance evaluations, and overseeing the implementation of compensation policies [9][10] - The committee must submit proposed compensation plans for directors to the board for approval and subsequently to the shareholders' meeting for ratification [3][4] Group 3: Decision-Making Procedures - The committee is supported by a working group that prepares necessary materials for decision-making, including financial indicators and performance evaluations [12] - The assessment process involves self-evaluations by directors and senior management, followed by performance evaluations conducted by the committee [13] Group 4: Meeting Rules - Meetings of the committee require the presence of at least two-thirds of the members to be valid, and decisions are made based on a majority vote [15][16] - The committee can hold meetings in person or via remote communication, and all decisions must be documented and reported to the board [10][11]

Core Viewpoint - The company establishes a comprehensive system for managing related party transactions to protect the interests of shareholders, especially minority investors, ensuring fairness and transparency in transactions [1][2][3]. Group 1: Principles of Related Party Transactions - The company aims to minimize related party transactions and ensure that pricing is fair, just, and based on market standards [1][2]. - Related directors and shareholders must abstain from voting on related transactions [1][2]. - Independent financial advisors may be engaged to provide opinions on significant related transactions [1][2]. Group 2: Definition and Scope of Related Parties - Related parties include individuals or entities that control the company, hold more than 5% of shares, or are closely related to such individuals [2][3]. - The company must be informed of any related party relationships by its directors and senior management [3]. Group 3: Pricing and Management of Related Transactions - Related transactions should follow a pricing hierarchy: state pricing, market pricing, cost-plus pricing, and negotiated pricing [4][5]. - The finance department is responsible for tracking market price changes and cost variations related to transactions [5]. Group 4: Decision-Making Authority and Procedures - Significant related transactions require approval from a majority of independent directors before being submitted to the board [6][7]. - Transactions exceeding certain thresholds must be audited or evaluated by qualified securities service institutions [6][7]. Group 5: Disclosure Requirements - Written agreements must be established for related transactions, and significant transactions must be disclosed promptly [12][14]. - The company must report any significant fluctuations in stock prices due to rumors or reports about related transactions [12]. Group 6: Prohibitions and Responsibilities - The company is prohibited from providing financial assistance to related parties, with specific exceptions [7][14]. - Directors and senior management must not exploit their relationships to harm the company's interests, and any losses incurred must be compensated [14][15].