证券代码：002137 证券简称：实益达 公告编号：2025-028 深圳市实益达科技股份有限公司 第七届董事会第十次会议决议公告 本公司及董事会全体成员保证公告内容真实、准确和完整，没有虚假记载、 误导性陈述或重大遗漏。 一、董事会会议召开情况 深圳市实益达科技股份有限公司（以下简称"公司"）第七届董事会第十次 会议通知于 2025 年 7 月 31 日以电话通知方式送达各位董事，会议于 2025 年 7 月 31 日在深圳市龙岗区宝龙街道宝龙社区锦龙一路 10 号实益达锦龙厂区会议 室以现场表决方式召开。会议应出席董事 5 人，实际出席董事 5 人。公司董事长 陈亚妹女士主持召开了本次会议，公司高级管理人员列席了本次会议。本次会议 的召集、召开及表决程序符合《公司法》和《公司章程》的有关规定。 二、董事会会议审议情况 1、审议通过《关于调整公司第七届董事会专门委员会成员组成的议案》 根据《中华人民共和国公司法》《上市公司治理准则》《公司章程》及其他 有关规定，结合公司实际情况，公司选举了职工代表董事，相应对公司第七届董 事会专门委员会进行如下调整： （1）董事会战略委员会委员袁素华女士调整为杨振宇先生，即 ...

证券代码：002137 证券简称：实益达 公告编号：2025-025 深圳市实益达科技股份有限公司 关于召开 2025 年第一次临时股东会的通知 本公司及董事会全体成员保证公告内容真实、准确和完整，没有虚假记载、 误导性陈述或重大遗漏。 深圳市实益达科技股份有限公司（以下简称"公司"）第七届董事会第九次会 议于2025年7月11日审议并通过了《关于召开2025年第一次临时股东会的议案》， 公司董事会决定于2025年7月31日（星期四）以现场表决和网络投票相结合的方式 召开公司2025年第一次临时股东会。现就召开本次股东会的有关事项通知如下： 一、召开会议的基本情况 1、股东会届次：2025 年第一次临时股东会 2、会议召集人：公司董事会。公司第七届董事会第九次会议审议通过了《关 于召开 2025 年第一次临时股东会的议案》。 3、会议召开的合法、合规性：本次股东会拟审议的有关事项已经公司第七届 董事会第九次会议审议通过，本次股东会的召开符合有关法律、行政法规、部门规 章、规范性文件和公司章程等的规定。 4、会议召开日期和时间： （1）现场会议时间：2025 年 7 月 31 日（星期四）下午 15:00 （2 ...

证券代码：002137 证券简称：实益达 公告编号：2025-024 深圳市实益达科技股份有限公司 第七届董事会第九次会议决议公告 本公司及董事会全体成员保证公告内容真实、准确和完整，没有虚假记载、 误导性陈述或重大遗漏。 一、董事会会议召开情况 深圳市实益达科技股份有限公司（以下简称"公司"）第七届董事会第九次 会议通知于 2025 年 7 月 4 日以书面、电子邮件等方式送达各位董事，会议于 2025 年 7 月 11 日在深圳市龙岗区宝龙街道宝龙社区锦龙一路 10 号实益达锦龙 厂区会议室以现场结合通讯的表决方式召开。会议应出席董事 5 人，实际出席董 事 5 人，独立董事张永德先生、独立董事陶向南先生因工作原因，以通讯方式参 加。公司董事长陈亚妹女士主持召开了本次会议，公司监事及高级管理人员列席 了本次会议。本次会议的召集、召开及表决程序符合《公司法》和《公司章程》 的有关规定。 二、董事会会议审议情况 1、审议通过《关于修订<公司章程>的议案》 公司根据相关法律、法规及规范性文件的规定，对《公司章程》部分内容进 行了调整， 具 体 内 容 详 见 刊 登 在 2025 年 7 月 14 日 的 巨 ...

Group 1 - The company held its seventh board meeting on July 4, 2025, with all five directors present, including independent directors participating via communication [1] - The board approved amendments to the company's articles of association, which will be submitted to the shareholders' meeting for special resolution [2] - The board also approved adjustments to the rules of procedure for the shareholders' meeting, board meeting, CEO work guidelines, information disclosure system, and other governance documents, all requiring shareholder approval [2][3][4][5][6] Group 2 - The board meeting's voting results were unanimous, with five votes in favor and no votes against or abstaining for all proposed amendments [2][3][4][5][6] - The company plans to hold its first extraordinary shareholders' meeting of 2025 on July 31, 2025, to discuss the approved amendments [6]

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].