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。 2025 年第一次临时股东大会决议公告 证券代码：002631 证券简称：德尔未来 公告编号：2025-52 德尔未来科技控股集团股份有限公司 2025 年第一次临时股东大会决议公告 特别提示： 1、本次股东大会未出现否决议案的情形。 2、本次股东大会未涉及变更以往股东大会已通过的决议。 一、会议召开和出席情况 1、会议召开时间： 现场会议开始时间：2025 年 9 月 16 日（星期二）下午 14:30 网络投票时间：2025 年 9 月 16 日，其中：通过深圳证券交易所交易系统进 行网络投票的具体时间为：2025 年 9 月 16 日 9：15－9：25，9:30－11:30，13:00 －15:00；通过深圳证券交易所互联网投票系统投票的具体时间为：2025 年 9 月 16 日 9:15－15:00 期间的任意时间； 2、会议召开地点：江苏省苏州市吴江区开平路 3333 号德尔广场 B 栋 21 楼 会议室； 3、会议召开方式：本次股东大会采取现场投票和网络投票相结合方式； - 1 - 2025 年第一 ...

Group 1 - The company, Del Future (002631), reported that as of September 10, 2025, the number of shareholders is 36,247 [1]

Core Viewpoint - The company has established a comprehensive external guarantee system to protect the interests of shareholders and investors, regulate external guarantee behaviors, and control asset operation risks [1][2]. Summary by Relevant Sections External Guarantee System - The external guarantee system applies to the company and its subsidiaries, covering guarantees for subsidiaries in forms such as guarantees, mortgages, and pledges [1]. - Guarantees must follow strict principles and procedures, requiring approval from the board of directors or shareholders' meeting [1]. Approval Procedures - Different guarantee amounts and situations require varying levels of approval; guarantees exceeding 10% of the latest audited net assets must be approved by the shareholders' meeting [2]. - All guarantees for related parties, regardless of amount, must be approved by both the board of directors and the shareholders' meeting [2]. Risk Control Measures - The company emphasizes risk control during the guarantee process, including contract management and requiring the guaranteed entity to open a joint account and provide effective asset collateral [2]. - The company will monitor the guaranteed entity during the guarantee period and take action if repayment obligations are not met, including executing counter-guarantee measures [2]. - The establishment of this external guarantee system is expected to enhance internal monitoring, improve management mechanisms for guarantee matters, and reduce potential losses, promoting healthy and stable company development [2].

Core Viewpoint - Del Future (002631.SZ) reported a significant decline in revenue and net profit for the first half of 2025, indicating potential challenges in its business operations [1] Financial Performance - The company achieved an operating revenue of 523 million yuan, representing a year-on-year decrease of 23.14% [1] - The net profit attributable to shareholders of the listed company was -57.13 million yuan [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses was -50.50 million yuan [1] - The basic earnings per share were -0.0717 yuan [1]

Core Viewpoint - The company, Del Future Technology Holdings Group Co., Ltd., announced plans to amend its Articles of Association, which require approval from the shareholders' meeting [1] Group 1: Key Amendments to Articles of Association - The definition of the legal representative and senior management has been clarified, stating that if the chairman resigns, they are considered to have also resigned as the legal representative, and a new representative must be appointed within 30 days [2] - The decision-making authority for certain share repurchase scenarios has shifted from the "shareholders' meeting" to the "shareholders' assembly," with specific operational and time constraints outlined for share repurchases [2] - Financial assistance provisions have been detailed, allowing the company or its subsidiaries to provide financial assistance for acquiring shares under certain conditions, with a cumulative limit of 10% of the issued share capital [2] Group 2: Shareholder and Board Authority - The term "shareholders' meeting" has been standardized, and the board of directors is now authorized to make decisions regarding the issuance of corporate bonds, with specific limitations on the delegation of powers [3] - The audit committee can now propose temporary motions to the shareholders' meeting if they hold at least 1% of the company's shares, an increase from the previous threshold of 3% [3] - New provisions for independent directors have been added, outlining their responsibilities and conditions for office, emphasizing their role in decision-making and protecting minority shareholders' interests [3] Group 3: Profit Distribution and Internal Audit - The profit distribution policy has been refined, specifying conditions for cash dividends, stock dividends, and circumstances under which no profit distribution will occur, along with stricter decision-making and disclosure requirements [4] - New internal audit provisions have been introduced, clarifying the leadership structure and responsibilities of the internal audit function, which will report to the board and be supervised by the audit committee [4] - Additional regulations regarding company mergers and capital reduction have been established, including decision-making processes for payments not exceeding 10% of the company's net assets [4]

Core Viewpoint - The company has successfully completed its second share repurchase plan, utilizing its own funds to buy back shares for the purpose of converting convertible bonds, with a total repurchase amount reaching the lower limit of the planned range [1][2][3]. Share Repurchase Plan - The company approved a share repurchase plan on October 14, 2024, with a total fund amount between RMB 60 million and RMB 120 million, and a maximum repurchase price of RMB 6.18 per share [1]. - The repurchase period is set for 12 months from the board's approval date [1]. Implementation Status - As of August 27, 2025, the company repurchased 23,986,002 shares, accounting for 3.01% of the total share capital, with a total transaction amount of RMB 111,466,132.02 [2][3]. - The highest and lowest transaction prices during the repurchase were RMB 5.33 and RMB 4.41 per share, respectively [2]. Compliance and Impact - The repurchase plan adhered to relevant regulations and did not significantly impact the company's financials, operations, or control structure [3][4]. - The repurchase did not lead to any changes in the company's shareholding distribution that would affect its listing status [3]. Share Structure Changes - The total number of shares increased from 699,665,788 to 797,282,881 due to the conversion of the repurchased shares into convertible bonds [4]. - The proportion of unrestricted shares increased from 99.47% to 99.53% following the repurchase [4]. Handling of Repurchased Shares - A total of 13,435,926 shares were repurchased through centralized bidding for the purpose of bond conversion, representing 4.69% of the current total share capital [5].

Core Points - Del Future (002631) announced the convening of its first employee representative assembly on August 28, 2025, where Mr. Shi Xudong was elected as the employee representative director of the fifth board of directors [1] Summary by Category - **Company Announcement** - Del Future held its first employee representative assembly on August 28, 2025 [1] - Mr. Shi Xudong was elected as the employee representative director [1]

Group 1 - The core viewpoint of the article is that Del Future (002631.SZ) reported a significant decline in revenue and incurred a net loss in the first half of 2025 [1] Group 2 - The company achieved an operating income of 523 million yuan, representing a year-on-year decrease of 23.14% [1] - The net loss attributable to shareholders of the listed company was 57.131 million yuan [1] - The net loss attributable to shareholders after deducting non-recurring gains and losses was 50.4954 million yuan, with a basic loss per share of 0.0717 yuan [1]

Group 1 - The company, Del Future (002631), announced that it will hold its first extraordinary general meeting of shareholders on September 16, 2025 [1] - The agenda for the meeting includes the review of multiple proposals, such as the amendment of the company's articles of association and the revision and establishment of certain internal systems [1]

德尔未来科技控股集团股份有限公司募集资金管理制度 德尔未来科技控股集团股份有限公司 募集资金管理制度 （2025年8月） 第一章 总则 第一条 为了规范德尔未来科技控股集团股份有限公司（以下简称"公司"） 募集资金的管理和使用，切实保护投资者的权益，根据《中华人民共和国公司法》、 《中华人民共和国证券法》、《深圳证券交易所股票上市规则》、《上市公司募 集资金监管规则》、《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》等有关法律、法规、规范性文件和《德尔未来科技控股集团股 份有限公司章程》（以下简称"《公司章程》"）的要求，结合公司的实际情况， 特制定本制度。 第二条 本制度所称募集资金是指公司通过发行股票或者其他具有股权性质 的证券，向投资者募集并用于特定用途的资金，但不包括公司为实施股权激励计 划募集的资金。 本制度所指超募资金是指实际募集资金净额超过计划募集资金金额的部分。 第三条 募集资金到位后，公司应及时办理验资手续，由符合《中华人民共 和国证券法》规定的会计师事务所出具验资报告，并按照招股说明书或募集说明 书所承诺的募集资金使用计划，组织募集资金的使用工作。 第四条 公司募 ...