Core Viewpoint - The company has revised its articles of association and related rules to comply with the latest legal and regulatory requirements, which will be submitted for approval at the shareholders' meeting [1][2]. Summary by Sections Company Articles Revision - The company has amended its articles of association, shareholder meeting rules, board meeting rules, and independent director work system to align with the latest laws and regulations [1][2]. - The revised shareholder meeting rules have been renamed to "Shareholder Meeting Rules" [1]. Legal Compliance - The revisions are based on the latest Company Law, Securities Law, and other relevant regulations, ensuring the protection of the rights of the company, shareholders, and creditors [1][2]. Governance Structure - The chairman of the board is designated as the legal representative of the company, responsible for executing company affairs [3][4]. - The company’s assets are divided into equal shares, with shareholders liable only to the extent of their subscribed shares [5][6]. Shareholder Rights and Responsibilities - Shareholders have the right to request, convene, and participate in shareholder meetings, exercising their voting rights according to their shareholdings [15][23]. - The company’s articles stipulate that shareholders must comply with laws and regulations, and they cannot withdraw their capital except as legally permitted [20][21]. Financial and Operational Guidelines - The company must seek shareholder approval for significant transactions, including those exceeding 50% of total assets or involving substantial financial assistance [26][29]. - The company is prohibited from providing financial assistance to certain related parties, ensuring compliance with regulatory standards [29][30].

Core Viewpoint - The company is involved in a significant lawsuit concerning a dispute over a cooperation agreement related to a real estate project, with potential financial implications pending the outcome of the enforcement proceedings [1][2]. Group 1: Lawsuit Details - The company's wholly-owned subsidiary, Zhongxing Real Estate, filed a lawsuit in 2024 against Hangzhou Songdu Real Estate Group and others, seeking payment of equity repurchase funds amounting to 180 million yuan and investment returns of 50.04 million yuan [1]. - The first-instance judgment ordered Hangzhou Songdu Real Estate Group to pay the specified amounts within ten days, with additional interest calculated at an annual rate of 12% until payment is completed [1]. - Hangzhou Songdu Real Estate Group subsequently appealed the decision, but the intermediate court upheld the original ruling, making it final [2]. Group 2: Enforcement Application - Following the final judgment, Zhongxing Real Estate applied for compulsory enforcement of the ruling, and the court has accepted the case [2]. - The enforcement application requests the court to compel Hangzhou Songdu Real Estate Group to pay the owed amounts and hold the other defendants jointly liable for the payment obligations [2]. Group 3: Impact on the Company - The current status of the enforcement application is still in the acceptance phase, and the final execution outcome remains uncertain, making it impossible to predict the impact on the company's profits for the current and future periods [3]. - The company is committed to taking all necessary measures to protect its and its shareholders' legal rights [3].

Overview - The company has authorized the provision of external guarantees for its subsidiaries to support their business operations for a period of 12 months, starting from the approval date by the shareholders' meeting [1][14]. Guarantee Situation - The board of directors approved the proposal to provide joint liability guarantees for subsidiaries based on operational needs within an authorized limit [1]. - The company’s wholly-owned subsidiary, Innovation Development, is authorized to provide mortgage guarantees using its assets within the specified limit and duration [1]. Guarantee Amount Details - The total guarantee amount for the subsidiaries is projected to be 40 million yuan for Zhejiang Shuyuan Trading Co., Ltd. and 30 million yuan for Hangzhou Yihe Network Co., Ltd. [2]. - The asset-liability ratio for Zhejiang Shuyuan Trading Co., Ltd. is 91.60%, and for Hangzhou Yihe Network Co., Ltd., it is 52.44% [2]. Financial Data - As of July 31, 2025, the total external guarantees provided by the company and its subsidiaries amounted to 301.73 million yuan, which is 28.09% of the latest audited net assets [15]. - The company reported a total asset of 21,270.02 million yuan and total liabilities of 19,482.31 million yuan, resulting in a net asset of 1,787.71 million yuan [7]. Board Opinion - The board believes that the authorization of guarantees is beneficial for the subsidiaries to obtain necessary funding for business development, aligning with the overall interests of the company and providing good returns for shareholders [14].

Core Points - The company is a joint-stock limited company established according to the Company Law and other relevant regulations, with a registered capital of RMB 437,714,245 [3][4] - The company aims to enhance its competitiveness in the high-tech electronic information industry and improve shareholder returns by leveraging capital markets and increasing technological investment [5][6] - The company has a diverse business scope, including manufacturing and sales of various electronic products, software development, and technology consulting services [6] Chapter Summaries Chapter 1: General Provisions - The company is established to protect the rights and interests of shareholders, employees, and creditors, and to regulate its organization and behavior [2] - The company is registered in Zhejiang Province and was approved for public stock issuance in 1999 [3][4] Chapter 2: Business Objectives and Scope - The company's business objectives include utilizing capital markets for financing and enhancing technological innovation capabilities [5] - The business scope includes manufacturing and sales of electronic products, software, and technology services, among others [6] Chapter 3: Shares - The company's shares are issued in the form of stocks, with a par value of RMB 1 per share [17] - The total number of issued shares is 437,714,245, all of which are ordinary shares [22] Chapter 4: Shareholders and Shareholders' Meeting - Shareholders have rights to dividends, voting, and supervision of company operations, and must adhere to legal and regulatory obligations [35][41] - The company must hold annual and temporary shareholders' meetings, with specific procedures for calling and conducting these meetings [51][56] Chapter 5: Financial Assistance - The company can provide financial assistance under certain conditions, which must be approved by the shareholders' meeting [50][27] - Financial assistance to related parties is restricted and requires careful oversight [27]

Core Points - The company has established rules for shareholder meetings to enhance efficiency and protect shareholder rights, ensuring compliance with relevant laws and regulations [2][3][20] Group 1: General Provisions - The rules are formulated based on the Company Law, Securities Law, and other relevant regulations to ensure legal compliance in shareholder meetings [2] - The company must strictly adhere to legal and regulatory requirements when convening shareholder meetings, ensuring shareholders can exercise their rights [2][3] Group 2: Shareholder Meeting Authority - The shareholder meeting has the authority to elect and replace directors, approve major transactions, and modify the company’s articles of association [2][3] - The company can authorize the board to make decisions regarding the issuance of corporate bonds [3] Group 3: Meeting Types and Scheduling - The company must hold an annual shareholder meeting within six months after the end of the previous fiscal year, while temporary meetings can be called under specific circumstances [3][4] - The board must convene a temporary meeting within two months of the occurrence of certain events, such as significant losses or shareholder requests [4][5] Group 4: Proposals and Notifications - Shareholders holding at least 1% of shares can propose temporary agenda items at least 10 days before the meeting [13] - The company must provide adequate notice of the meeting, including details of all proposals and relevant materials for shareholders to make informed decisions [15][16] Group 5: Voting Procedures - Voting can occur through various methods, including in-person and online, with specific timelines established for each [20][21] - The company must ensure that all shareholders can participate and vote, with provisions for proxy voting [21][22] Group 6: Meeting Conduct and Documentation - The meeting must be conducted in an orderly manner, with provisions for addressing disruptions and ensuring shareholder rights are protected [11][12] - Detailed records of the meeting, including attendance, proposals, and voting results, must be maintained for at least 10 years [17][18]

数源科技股份有限公司 （已经 2025 年 8 月 4 日召开的第九届董事会第十四次会议审议 通过，尚需经 2025 年第三次临时股东大会审议通过后生效） 数源科技股份有限公司 董事会议事规则 第一章 总则 《上市公司 治理准则》《上市公司章程指引》《深圳证券交易所股票上市规则》《深圳证券交易所 上市公司自律监管指引第 1 号——主板上市公司规范运作》等法律、法规、规定及 《数源科技股份有限公司章程》（以下简称"《公司章程》"）的规定，制定本规则。 第二条 公司证券相关部门处理董事会日常事务，负责保管董事会印章。 董事会下设审计委员会、薪酬与考核委员会、提名委员会、战略委员会。其中， 审计委员会、薪酬与考核委员会、提名委员会的成员由不少于 3 名董事组成，且独立 董事应占多数并担任召集人。审计委员会成员为不在公司担任高级管理人员的董事， 且审计委员会的召集人应当为会计专业人士。 第二章 董事会的组成和职权 第三条 董事会由 5 名董事组成，其中独立董事 2 人，独立董事中至少包括一名 会计专业人士。 第四条 董事会设董事长 1 人，由董事会以全体董事的过半数选举产生。董事 长不能履行职务或者不履行职务的，由过 ...

Core Points - The article outlines the independent director working system of Shuyuan Technology Co., Ltd, aiming to enhance corporate governance and create a conducive working environment for independent directors [1][2]. Group 1: General Principles - The independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [2][3]. - Independent directors are required to fulfill their duties with loyalty and diligence, ensuring the protection of the overall interests of the company and the legal rights of minority shareholders [3][4]. Group 2: Qualifications and Appointment - Independent directors must maintain independence and cannot be individuals with certain relationships or interests in the company, including significant shareholders or their family members [5][6]. - The company must ensure that independent directors possess relevant experience and qualifications, including a minimum of five years in legal, accounting, or economic fields [6][7]. Group 3: Responsibilities and Duties - Independent directors are tasked with participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [16][17]. - They have the authority to independently hire external consultants for audits or inquiries and can propose meetings to discuss significant issues [9][10]. Group 4: Meetings and Reporting - Independent directors are required to attend board meetings and specialized committee meetings, and if unable to attend, they must review materials and provide written opinions [10][11]. - They must submit annual reports detailing their attendance, participation in committees, and communication with minority shareholders [16][17]. Group 5: Support and Compensation - The company is responsible for providing necessary support and resources for independent directors to perform their duties effectively [36][37]. - Independent directors are entitled to reasonable compensation, which must be approved by the board and disclosed in the annual report [40][41].

Group 1 - ST Shuyuan held its 14th meeting of the 9th board of directors on August 4, 2025, to review the proposal for amending the "Board Meeting Rules" [1] - For the year 2024, ST Shuyuan's revenue composition is as follows: 55.23% from park industry, 27.51% from communication and related equipment manufacturing (audio products), 12.37% from real estate development and operation, 3.35% from trade business, and 1.55% from other categories [1] - As of the report date, ST Shuyuan's market capitalization is 2.8 billion yuan [1] Group 2 - A warning from a German executive in China highlights the dangers of free autonomous driving services, stating it could lead to a disaster for the entire industry [1]

数源科技股份有限公司 股东会议事规则 （已经2025年8月4日召开的第九届董事会第十四次会议审议通 过，尚需经2025年第三次临时股东大会审议通过后生效） 数源科技股份有限公司 股东会议事规则 第一章 总 则 第一条 为提高数源科技股份有限公司（以下简称公司）股东会议事效率，保 障股东合法权益，保证会议程序及决议合法性，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》"）、《深圳证券交易所股票上市规则》、《上市公司股东会规则》、《数源 科技股份有限公司章程》（以下简称"《公司章程》"）及其他相关法律、法规的 规定，制定本规则。 第二条 公司应当严格按照法律、行政法规、《公司章程》及本规则的相关规 定召开股东会，保证股东能够依法行使权利。 公司董事会应当切实履行职责，认真、按时组织股东会。公司全体董事应当勤 勉尽责，确保股东会正常召开和依法行使职权。 第三条 股东会应当在《公司法》和《公司章程》规定的范围内，行使下列职 权： （一）选举和更换非由职工代表担任的董事，决定有关董事的报酬事项； （十六）根据《公司章程》第二十六条第（一）、（二）项规定的情形， ...

数源科技股份有限公司 独立董事工作制度 （已经 2025 年 8 月 4 日召开的第九届董事会第十四次会议审议通 过，尚需经 2025 年第三次临时股东大会审议通过后生效） 数源科技股份有限公司 独立董事工作制度 第一章 总则 第一条 为进一步完善数源科技股份有限公司（以下简称"公司"）的法人 治理结构，为独立董事创造良好的工作环境，促进公司规范运行，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》（以下简称 "《证券法》"）《上市公司独立董事管理办法》《深圳证券交易所股票上市规则》 《深圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》等 法律、法规、规定及《数源科技股份有限公司章程》（以下简称"《公司章程》"） 的规定，制定本制度。 第二条 公司独立董事是指不在公司担任除董事外的其他职务，并与其所受 聘的公司及公司主要股东、实际控制人不存在直接或者间接利害关系，或者其他 可能影响其进行独立客观判断关系的董事。 独立董事应当独立履行职责，不受公司及公司主要股东、实际控制人等单位 或者个人的影响。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务。应当按照法 ...