证券代码：002577 证券简称：雷柏科技 公告编号：2025-040 深圳雷柏科技股份有限公司 第六届董事会第一次临时会议决议公告 本公司及董事会全体成员保证信息披露内容的真实、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 深圳雷柏科技股份有限公司(以下简称"公司")第六届董事会第一次临时会议 于 2025 年 7 月 2 日以现场表决方式在公司会议室召开，本次董事会会议通知以直 接送达的方式于 2025 年 7 月 2 日向各董事发出；会议于公司 2025 年第一次临时 股东大会选举产生第六届董事会后召开，经全体董事同意，豁免本次会议的通知 时限，公司高级管理人员列席了会议。本次董事会会议应出席 5 人，实际出席 5 人。本次董事会会议由董事曾浩先生召集和主持，会议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的规定。 二、董事会会议审议情况 1. 以 5 票赞成、0 票反对、0 票弃权审议通过了《关于选举公司第六届董事 会董事长的议案》。 选举曾浩先生为第六届董事会董事长，任期三年，至本届董事会届满。 2. 以 5 票赞成、0 票反对、0 票弃权审议通过了《 ...

深圳雷柏科技股份有限公司 关于回购公司股份的进展公告 本公司及董事会全体成员保证信息披露内容的真实、准确和 完整，没有虚假记载、误导性陈述或重大遗漏。 证券代码：002577 证券简称：雷柏科技 公告编号：2025-038 深圳雷柏科技股份有限公司（以下简称"公司"）于2025年3月31日召开第 五届董事会第十四次会议、2025年4月22日召开2024年年度股东大会审议通过了 《关于回购公司股份方案的议案》，同意公司使用自有资金通过集中竞价交易 回购公司股份，用于注销以减少注册资本。本次回购股份的资金总额不低于人 民币 1,500 万元(含)且不超过人民币 2,250 万元(含)，回购价格不超过人民币 25.90 元/股(含)，具体回购股份数量以回购期限届满或者回购股份实施完毕时 实际回购的股份数量为准。公司已就本次回购股份事项依法履行了通知债权人 的程序，本次回购股份的实施期限自公司股东大会审议通过本次回购方案之日 起12个月内。具体内容详见2025年4月2日、2025年4月23日、2025年4月25日、 2025年5月7日、2025年5月10日、2025年6月4日披露于《中国证券报》《证券时 报》《证券日 ...

Company Overview - Established in 2002, initially focused on ODM business, launched the "RAPOO" brand in 2007, specializing in wireless peripherals [2] - Transitioned from a manufacturer to a consumer electronics brand in 2019, concentrating on market and development [2][3] - Current focus on "eSports" as a primary growth area, innovating wireless gaming peripherals [3] Product Development - Launched the "V+" series for low latency, long battery life, and interference resistance in wireless gaming peripherals [3] - Upgraded the "M+" wireless cross-screen transmission technology for efficient multi-screen office scenarios [3] - Introduced the "C+" key pre-compression calibration technology for consistent key feel and faster response [3] Strategic Plans - Short-term strategy emphasizes eSports product wirelessization and optimization of the V+IoT wireless eSports venue management system [4] - Mid to long-term strategy focuses on deepening the consumer electronics brand positioning [4] Share Buyback Program - Completed the 2024 share buyback plan on April 19, 2025, repurchasing 1,123,200 shares, which were canceled on April 23, 2025 [5] - The 2025 buyback plan involves a total fund of no less than RMB 15 million and no more than RMB 22.5 million, with a maximum price of RMB 25.90 per share [5] Supply Chain Management - Continuous optimization of supplier selection and integration to enhance supply chain efficiency [6] - Collaboration between R&D and sales departments to meet production capacity for new products [6] Product Innovations - Launched the MT760NL multi-mode wireless mouse in early 2025, enhancing office efficiency [7] - Developing a native dual 8K eSports mouse as part of the star flash eSports solution [7] Growth Opportunities - Focus on optimizing existing business and technology reserves while exploring new growth avenues [8] - The "V+IoT" system provides comprehensive wireless product management solutions for offline eSports venues [8] International Market Expansion - Committed to deepening and expanding overseas markets, enhancing product competitiveness [9] - Participation in international exhibitions like IFA and CES to boost brand recognition and market reach [9] - Sales presence in over 60 countries and regions, leveraging both online and offline channels [9]

Meeting Information - The company will hold its first extraordinary general meeting of shareholders in 2025 on July 2, 2025, at 15:00 [1] - The meeting will include both on-site and online voting options for shareholders [2] Voting Procedures - Shareholders can participate in the meeting either in person or by appointing a proxy [2] - Online voting will be available through the Shenzhen Stock Exchange trading system and internet voting system on July 2, 2025, from 9:15 to 15:00 [1][2] Agenda Items - The meeting will discuss several proposals, including adjustments to the company's shareholder return plan for 2024-2026 and the election of the sixth board of directors [4][5] - Proposals 1 to 3 require a special resolution, needing approval from more than two-thirds of the voting rights held by attending shareholders [5] Registration Details - Shareholders must register to attend the meeting by providing necessary identification and documentation [6] - Registration will take place on June 30 and July 1, 2025 [6] Voting Rights and Procedures - Shareholders can vote on proposals using a cumulative voting system for board elections, where they can allocate their votes among candidates [5][12] - The voting process will ensure that any duplicate votes are counted only once, with the first vote being the valid one [8][13]

Core Viewpoint - The company has revised its profit distribution policy and established a shareholder return plan for the next three years (2024-2026) to ensure sustainable development and reasonable returns for investors [1][2]. Group 1: Factors Considered in the Plan - The company considers long-term sustainable development, operational planning, profitability, investor returns, funding needs, financing costs, and the financing environment when formulating the shareholder return plan [1]. - The plan aims to create a stable, scientific, and transparent return mechanism for investors, ensuring the continuity and stability of the profit distribution policy [1]. Group 2: Principles of Profit Distribution - The profit distribution plan is developed in compliance with relevant laws and regulations, balancing short-term interests and long-term development based on operational conditions and funding needs [2][3]. - The company will prioritize cash distribution, with the possibility of using stock or a combination of both, and will consider share buybacks as part of the cash distribution [2][3]. Group 3: Conditions for Cash Dividends - Cash dividends will be distributed if the cumulative distributable profits are positive, the financial report receives an unqualified audit opinion, and there are no significant investment plans or cash expenditures exceeding 30% of the latest audited net assets [3][4]. - The company aims to distribute at least 30% of the average annual distributable profits over the last three years as cash dividends [3][4]. Group 4: Decision-Making Process for Profit Distribution - The management and board will propose the profit distribution plan based on the company's financial situation, funding needs, and shareholder return plan, which will then be submitted for shareholder approval [4][5]. - Independent directors can gather opinions from minority shareholders and propose dividend plans, ensuring transparency in the decision-making process [4][5]. Group 5: Differentiated Cash Dividend Policy - The board will consider industry characteristics, development stages, operational models, profitability, and major funding arrangements to propose a differentiated cash dividend policy [6][7]. - For mature companies without significant funding needs, cash dividends should constitute at least 80% of the profit distribution; for those with significant funding needs, at least 40% [6][7]. Group 6: Disclosure Mechanism - The company will disclose profit distribution plans and cash dividend policy execution in annual and semi-annual reports, providing explanations for any unproposed cash dividends [7].

Core Viewpoint - The independent director candidate Liu Yong has declared his commitment and qualifications to serve on the sixth board of Shenzhen Rapoo Technology Co., Ltd, ensuring his independence and compliance with relevant regulations [1][9]. Group 1: Candidate Qualifications - The candidate has confirmed that there are no relationships affecting his independence with the company [1]. - The candidate meets the qualifications required by the Company Law of the People's Republic of China [2]. - The candidate complies with the independent director management measures set by the China Securities Regulatory Commission [3]. Group 2: Compliance with Regulations - The candidate has participated in training and obtained relevant certification recognized by the stock exchange [4]. - The candidate's role as an independent director does not violate any laws or regulations regarding public servants [5]. - The candidate has no conflicts with the regulations set by the Central Commission for Discipline Inspection regarding former public officials serving as independent directors [6]. Group 3: Independence Assurance - The candidate and his immediate family do not hold any shares in the company exceeding 1% [7]. - The candidate has no significant business dealings with the company or its major shareholders [8]. - The candidate has not been subject to any disqualifications or penalties by the China Securities Regulatory Commission [9].

Core Viewpoint - Shenzhen Rapoo Technology Co., Ltd. has revised several provisions in its articles of association to comply with relevant laws and regulations, including changes in terminology and structural adjustments without affecting the core content [1][2][3]. Group 1: Articles of Association Revisions - The term "shareholders' meeting" has been changed to "shareholders' assembly" throughout the articles [1]. - The company aims to protect the legal rights of the company, shareholders, and creditors, and to standardize its organization and behavior according to the Company Law and Securities Law of the People's Republic of China [1]. - The revised articles will have legal binding force on the company, shareholders, directors, supervisors, and senior management [4][5]. Group 2: Company Structure and Responsibilities - The chairman of the board serves as the legal representative of the company, and their resignation is considered a simultaneous resignation from the legal representative position [2][3]. - The company is responsible for civil activities conducted by the legal representative, and can seek compensation from the representative if damages occur due to their actions [3]. - The company’s assets are divided into equal shares, and shareholders are liable only to the extent of their subscribed shares [4]. Group 3: Share Issuance and Capital Management - The company’s registered capital and share issuance must adhere to principles of openness, fairness, and justice, ensuring equal rights for all shares of the same category [8][9]. - The company can increase its capital through various methods, including public offerings, private placements, and stock dividends, subject to shareholder approval [12]. - The company is prohibited from providing financial assistance for the purchase of its own shares, except under specific circumstances [12][13]. Group 4: Shareholder Rights and Obligations - Shareholders have the right to receive dividends and participate in decision-making processes, including the right to request and attend shareholder meetings [31][32]. - Shareholders must comply with laws and the articles of association, and are prohibited from abusing their rights to harm the company or other shareholders [37][38]. - Major shareholders must report any pledging of their shares to the company on the day it occurs [20].

Core Viewpoint - The company is proposing amendments to its Articles of Association and various internal management systems, which will be submitted for approval at the upcoming 2025 first extraordinary general meeting of shareholders [1][3][4]. Group 1: Board Meeting Details - The fifth board of directors held its sixteenth temporary meeting on June 16, 2025, with all five members present [1]. - The meeting was convened by Chairman Zeng Hao and complied with relevant laws and regulations [1]. Group 2: Proposed Amendments - The board proposed to amend certain provisions of the Articles of Association to align with the new Company Law and relevant regulations [1][4]. - The amendments require a special resolution, needing approval from more than two-thirds of the voting rights at the shareholders' meeting [3][4]. Group 3: Internal Management System Revisions - The company plans to introduce a new internal management system and consolidate existing ones, resulting in the revision of 20 internal regulations [4][5]. - Several outdated regulations will be abolished, including the Special Fund Storage System and the Investor Visit Reception Management System [4][5]. Group 4: Voting Results - All proposed amendments and new regulations received unanimous approval from the board, with 5 votes in favor and none against or abstaining [5][6][7]. Group 5: Shareholder Meeting Preparations - The proposed amendments and new regulations will be presented at the 2025 first extraordinary general meeting of shareholders for final approval [3][9]. - The election of the sixth board of directors will also be conducted using a cumulative voting system [9][10].

Core Viewpoint - Shenzhen Rapoo Technology Co., Ltd. is undergoing a board restructuring, with the sixth board of directors to be elected, consisting of 5 members: 3 non-independent directors and 2 independent directors [1][2]. Board Restructuring - The sixth board of directors will include 3 non-independent directors: Mr. Zeng Hao, Ms. Yu Xin, and Mr. Yu Rong, and 2 independent directors: Mr. Li Tianming and Mr. Liu Yong [1][2]. - The independent director candidates have been confirmed to meet the qualifications required by relevant laws and regulations, and they have not faced penalties from the China Securities Regulatory Commission or other authorities [2][6][7]. - The election of the new board will be conducted at the company's first extraordinary general meeting in 2025, using a cumulative voting system [2]. Responsibilities and Qualifications - The current board has been recognized for its diligence and contribution to the company's development, and they will continue to fulfill their duties until the new board is appointed [3]. - The independent director candidates, Mr. Li Tianming and Mr. Liu Yong, hold independent director qualification certificates recognized by the Shenzhen Stock Exchange [2][6]. - The company ensures that the number of directors who are also senior management or employee representatives does not exceed half of the total board members, and independent directors will constitute at least one-third of the board [2].

General Provisions - The purpose of the guidelines is to improve the corporate governance of Shenzhen Rapoo Technology Co., Ltd. based on relevant laws and regulations [1] - The general manager is responsible for the overall control of daily operations and is accountable to the board of directors [1][2] Appointment and Dismissal of General Manager - The company has one general manager, several deputy general managers, and one financial officer [2] - The general manager is nominated by the chairman and appointed or dismissed by the board of directors [2][3] - The term of the general manager is three years, with the possibility of reappointment [2] Qualifications for General Manager - The general manager must possess rich economic and management knowledge, strong management capabilities, and relevant work experience [2][3] - Integrity, diligence, and a strong sense of mission are essential qualities for the general manager [2] Powers of the General Manager - The general manager is responsible for implementing the board's resolutions and managing the company's operations [5] - The general manager has the authority to propose the hiring or dismissal of deputy general managers and financial officers [5][6] Reporting System - The general manager must report significant events and changes in the company's operations or finances to the board of directors [11] - Timely reporting is required in cases of major litigation, administrative penalties, or significant changes in the business environment [11] Performance Evaluation and Penalties - The performance evaluation and compensation system for the general manager are determined by the board of directors [12] - Violations of laws, regulations, or company policies may result in penalties, including the limitation of rights or dismissal from current positions [14]