Core Viewpoint - The company is revising its articles of association to enhance corporate governance and standardize operations in accordance with relevant laws and regulations [2][3][4]. Summary by Sections Corporate Governance - The company plans to add provisions for employee directors in its articles of association and standardize the terminology from "shareholders' meeting" to "shareholders' assembly" [3][4]. - The powers of the supervisory board will be transferred to the audit committee, with relevant modifications made to the articles regarding the supervisory board [3][4]. Legal Responsibilities - The legal representative of the company will be the chairman, and if the chairman resigns, it will be considered a simultaneous resignation from the legal representative role [4]. - The company will bear civil liability for activities conducted by the legal representative on its behalf, and can seek compensation from the legal representative if damages occur due to their actions [4]. Shareholder Rights and Responsibilities - Shareholders are entitled to rights such as receiving dividends, attending meetings, and supervising company operations [14][33]. - Shareholders must comply with laws and the articles of association, and are prohibited from abusing their rights to harm the company or other shareholders [22][39]. Capital Management - The company can provide financial assistance for acquiring its shares, with the total amount not exceeding 10% of the issued capital [7][22]. - The company can increase capital through various methods, including public offerings and private placements, as approved by the shareholders' assembly [7][22]. Decision-Making Processes - The shareholders' assembly is the company's decision-making body, responsible for key matters such as approving financial reports, profit distribution, and major asset transactions [28][45]. - Decisions regarding external guarantees must be approved by the shareholders' assembly if they exceed certain thresholds related to the company's net assets [30][46]. Compliance and Legal Actions - Shareholders have the right to request the company to take legal action against directors or senior management if they violate laws or the articles of association [19][21]. - The company must fulfill its information disclosure obligations in accordance with legal requirements and cooperate with court decisions [17][21].

Meeting Announcement - Shenzhen Shiyida Technology Co., Ltd. will hold its first extraordinary shareholders' meeting of 2025 on July 31, 2025, at 15:00 [1][2] - The meeting will be conducted through a combination of on-site voting and online voting [1][2] Voting Procedures - Shareholders can vote either in person, via the Shenzhen Stock Exchange trading system, or through the internet voting system, but cannot vote multiple times [2][3] - Voting times for the online system are set for July 31, 2025, from 9:15 to 9:25, 9:30 to 11:30, and 13:00 to 15:00 [1][2] Meeting Registration - Registration for the meeting will occur on July 31, 2025, from 9:30 to 11:30 and 13:30 to 17:00 [4] - Different registration requirements are specified for individual shareholders, corporate shareholders, and authorized agents [4] Agenda Items - The meeting will discuss several proposals, with specific voting requirements for each [3][4] - Proposals include both ordinary and special resolutions, with special resolutions requiring a two-thirds majority from attending shareholders [3][4] Additional Information - The company will provide a network voting platform for shareholders [4][6] - Shareholders are responsible for their own travel and accommodation expenses related to attending the meeting [4]

Core Points - The document outlines the governance structure and operational guidelines for the senior management of Shenzhen Shiyida Technology Co., Ltd, focusing on the role and responsibilities of the Chief Executive Officer (CEO) [1][2][3] Group 1: CEO Qualifications and Appointment Procedures - The CEO must possess extensive economic and management knowledge, practical experience, and strong comprehensive management abilities [6] - The appointment of the CEO is proposed by the Chairman and requires approval from the Board of Directors [3][4] - Specific disqualifications for the CEO include criminal convictions related to corruption, bankruptcy responsibilities, and being listed as a dishonest executor by the court [2][5] Group 2: CEO Powers and Responsibilities - The CEO is responsible for managing the company's operations, implementing board resolutions, and reporting to the board [13][20] - The CEO has the authority to make decisions on asset disposals and investments based on the company's audited net assets [19] - The CEO must ensure the authenticity of reports regarding major contracts and financial conditions to the board [20][21] Group 3: CEO Performance Evaluation and Incentives - The Board of Directors is responsible for organizing the performance evaluation of the CEO [32] - The CEO's compensation is linked to company performance and individual achievements [33] - In cases of misconduct or negligence leading to company losses, the CEO may face economic penalties or legal consequences [35]

General Overview - The company is Shenzhen Sea Star Technology Co., Ltd, established as a joint-stock limited company in accordance with the Company Law of the People's Republic of China [1][2][3] - The company was approved by the Shenzhen Municipal Government and registered on July 4, 2005, with a registered capital of RMB 577.504854 million [4][8] Business Objectives and Scope - The company's business objective is to operate in good faith according to the law, continuously strengthen its capabilities, maximize shareholder benefits, and contribute to the stable economic development of the region [6][8] - The business scope includes industrial operations, internet e-commerce and services, data processing and storage services, smart lighting, software development, and domestic trade among others [6][8] Shares - The total number of shares issued by the company is 577.504854 million, all of which are ordinary shares [8][20] - The company issues shares based on principles of openness, fairness, and justice, ensuring equal rights for each share of the same type [6][8] Shareholder Rights and Meetings - Shareholders have rights to dividends, participate in meetings, supervise company operations, and transfer their shares according to legal provisions [10][11] - The company must hold an annual general meeting within six months after the end of the previous fiscal year, and special meetings can be called under certain conditions [20][23] Board of Directors and Management - The chairman of the board serves as the legal representative of the company, and the board is responsible for the company's operations [6][8] - The company has provisions for independent directors and specialized committees within the board [6][8] Financial and Audit Regulations - The company is required to establish a financial accounting system, conduct internal audits, and appoint an accounting firm for auditing [6][8] - Shareholders can request to review financial documents and records, ensuring transparency and accountability [10][11] Amendments and Legal Compliance - The company's articles of association can be amended in accordance with legal requirements and must be approved by the shareholders [6][8] - The company must comply with the laws and regulations set forth by the China Securities Regulatory Commission and the Shenzhen Stock Exchange [6][8]

Core Points - The company aims to enhance its information disclosure management level and fulfill its responsibilities to investors by adhering to relevant laws and regulations [1][2][3] - The company must ensure that disclosed information is true, accurate, complete, and understandable, avoiding any misleading statements or omissions [1][2][3] - The company and its related parties are prohibited from leaking insider information before its legal disclosure and must not engage in insider trading [2][3] Information Disclosure Standards - The company is required to disclose significant information that could impact investors' decisions in documents such as prospectuses, periodic reports, and temporary reports [3][4] - All disclosed information must be published on the Shenzhen Stock Exchange's website and in media outlets approved by the China Securities Regulatory Commission [3][4] - The company must ensure that the information disclosed is consistent in both Chinese and foreign languages, with the Chinese version taking precedence in case of discrepancies [3][4] Responsibilities and Procedures - The board of directors and senior management are responsible for ensuring the accuracy and completeness of disclosed information [2][3][4] - The company must establish a clear process for reporting, reviewing, and disclosing significant information, with the board secretary playing a key role [14][15][16] - The company must maintain confidentiality regarding insider information and ensure that only a limited number of personnel have access to such information [19][20] Investor Relations Management - The company is committed to fair treatment of all investors and must ensure that no insider information is provided during investor relations activities [51][52] - The board secretary is responsible for managing investor relations activities and ensuring compliance with disclosure regulations [51][52] Compliance and Accountability - The company holds its directors and senior management accountable for the accuracy and timeliness of information disclosure, with potential penalties for violations [56][57] - The company must report any violations of disclosure regulations to the relevant securities regulatory authorities [58][59]

Core Viewpoint - The company aims to enhance its corporate governance by establishing a system that emphasizes the role of independent directors, ensuring they operate without conflicts of interest and uphold the interests of all shareholders [1][5]. Group 1: Independent Director Definition and Responsibilities - Independent directors are defined as those who do not hold any other positions within the company and have no direct or indirect interests that could affect their independent judgment [1]. - They are obligated to act in good faith and diligence, adhering to legal and regulatory requirements while participating in decision-making and oversight to protect the interests of minority shareholders [1]. Group 2: Independent Director Meetings - The company is required to hold regular or ad-hoc meetings exclusively attended by independent directors, which can be conducted in person or via communication methods [2]. - Meetings must be convened by a majority of independent directors, and notifications should be sent at least three days in advance, detailing the meeting's agenda and logistics [2]. Group 3: Matters Requiring Independent Director Approval - Certain matters must be reviewed and approved by independent directors before being submitted to the board, including related party transactions and proposals for temporary shareholder meetings [2][3]. - Independent directors can also discuss other significant issues that may affect the company or minority shareholders [3]. Group 4: Meeting Records and Reporting - Independent director meetings must be documented, including details such as the date, attendees, and voting results, with independent directors required to sign off on the records [3][4]. - An annual report must be submitted by independent directors to the company's annual shareholder meeting, detailing their activities and interactions with stakeholders [4]. Group 5: Compliance and Amendments - Any matters not covered by this system or inconsistent with existing laws and regulations will defer to those legal standards [5]. - Amendments to this system require board approval and will take effect upon such approval [5].

Core Points - The article outlines the governance rules for the board of directors of Shenzhen Shiyida Technology Co., Ltd, aiming to enhance decision-making and operational efficiency [1][2][3] Group 1: Governance Structure - The board of directors is responsible for exercising its powers according to laws, regulations, and the company's articles of association [1] - The board has a dedicated office to handle daily affairs, with the board secretary also serving as the office head [1] - Regular meetings must be held at least twice a year, while temporary meetings can be called under specific circumstances [4][6] Group 2: Meeting Procedures - Meeting notifications must be sent out 10 days in advance for regular meetings and 5 days for temporary meetings, with provisions for urgent meetings [9][10] - A quorum requires the presence of more than half of the directors, and specific rules govern the attendance and voting process [12][19] - Proposals must be clearly defined, and any changes to meeting details must be communicated in advance [11][8] Group 3: Voting and Decision-Making - Decisions require a majority vote from the attending directors, with specific rules for related party transactions and conflicts of interest [20][21] - If a proposal is not approved, it cannot be reconsidered within a month unless significant changes occur [22][8] - Meeting records must be maintained, including attendance, discussions, and voting results, with a retention period of at least 10 years [30][10]

Core Viewpoint - The company aims to enhance its corporate governance structure by establishing clear guidelines for independent directors, ensuring their roles and responsibilities are well-defined and aligned with legal regulations [1][3][4]. Group 1: Independent Director Definition and Responsibilities - Independent directors are defined as individuals who do not hold any other positions within the company and have no direct or indirect interests that could affect their independent judgment [3][4]. - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their roles in accordance with relevant laws and regulations [4][5]. - The company must ensure that independent directors account for at least one-third of the board members and include at least one accounting professional [5][6]. Group 2: Appointment and Training of Independent Directors - Shareholders holding more than 1% of the company's issued shares can propose candidates for independent directors, subject to election by the shareholders' meeting [9][10]. - Independent directors and candidates must participate in training organized by the China Securities Regulatory Commission to enhance their understanding of securities laws and regulations [7][8]. Group 3: Special Powers and Reporting Obligations - Independent directors are granted special powers, including the ability to independently hire intermediaries for audits or consultations and to propose the convening of extraordinary shareholder meetings [18][19]. - They are required to submit annual reports detailing their attendance at board meetings, participation in committees, and communication with minority shareholders [18][19][21]. Group 4: Communication and Support Mechanisms - The company must establish effective communication mechanisms between independent directors and minority shareholders, allowing independent directors to verify issues raised by investors [16][27]. - The company is responsible for providing necessary support for independent directors to fulfill their duties, including timely access to information and meeting materials [22][23].

Core Points - The company establishes a system to regulate the preparation and disclosure of periodic reports, ensuring the information is true, accurate, complete, timely, and fair [1] - The periodic reports include annual, semi-annual, and quarterly reports, which must be audited by a qualified accounting firm [1] Group 1: Responsibilities of Directors and Management - Directors and senior management are required to comply with the system, providing necessary materials for report preparation and bearing legal responsibility for the report's content [2] - Confidentiality obligations are imposed on directors and senior management during the report preparation period, prohibiting any disclosure of report content before public release [2] - Trading of company stock is restricted for directors and senior management within specified periods before report disclosures [2] Group 2: Report Preparation and Disclosure Process - The company secretary is responsible for organizing the preparation and disclosure of periodic reports, coordinating with relevant departments [3] - The content, format, and preparation rules of the reports must adhere to the latest regulations from the China Securities Regulatory Commission and the Shenzhen Stock Exchange [3] - A timeline for financial report preparation and auditing is established prior to the end of the reporting period [4] Group 3: Report Review and Approval - Initial drafts of periodic reports undergo a review process by senior management, with necessary modifications made before final approval [5] - The audit committee must review the financial information in the periodic reports, and any dissent must be recorded [5] - The board of directors must convene to review and approve the periodic reports before they are disclosed [5] Group 4: Disclosure and Compliance - The company must disclose periodic reports on the scheduled date through designated media and the Shenzhen Stock Exchange [6] - If there are premature disclosures or rumors affecting stock trading, the company must promptly disclose relevant financial data [6] - The financial officer must inform the company secretary of the financial status within specified timeframes after the reporting periods [6]

Group 1 - The company establishes a remuneration management system to enhance talent development and governance structure [1] - The Remuneration Committee is responsible for evaluating the performance of directors and senior management, as well as formulating and reviewing remuneration policies [1][2] - The committee consists of three directors, with a majority being independent directors [2] Group 2 - The term of the Remuneration Committee aligns with that of the board, and members can be re-elected [2] - Independent directors must attend meetings in person or provide written opinions if unable to attend [2] - The committee has the authority to propose remuneration standards and incentive plans for directors and senior management [3] Group 3 - The committee's decision-making process involves preparation by relevant departments, including financial indicators and performance evaluations [3][4] - The committee can hire external consultants for professional advice if necessary [4] - Decisions made by the committee must be reported to the board for approval [5] Group 4 - Meetings require a two-thirds quorum of committee members to proceed [5] - Each member has one vote, and decisions must be approved by a majority [5] - Confidentiality is mandatory for all committee members regarding meeting discussions and decisions [5]