证券代码：300235 证券简称：方直科技 公告编号：2025-031 深圳市方直科技股份有限公司 2024年年度股东大会决议公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记载、误导 性陈述或者重大遗漏。 特别提示： 1、本次股东大会未出现否决议案的情形； 2、本次股东大会不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 （一）会议召开情况 1、会议召集人：公司董事会； 2、会议主持人：董事长黄元忠先生； 3、会议召开时间： （1）现场会议时间：2025年5月20日（星期二）下午 15:00； （2）网络投票时间： 通过深圳证券交易所交易系统进行网络投票的时间为2025年5月20日上午9:15－ 9:25，9:30－11:30，下午13:00－15:00； 通过深圳证券交易所互联网投票系统投票的时间为2025年5月20日9:15－15:00； 4、会议的召开方式：本次股东大会采用现场表决与网络投票相结合的方式召开 6、股权登记日：2025年5月15日（星期四） 7、会议的召集、召开符合《公司法》、《深圳证券交易所创业板股票上市规则》 等法律、法规和规范性法律文件以及《公司章程 ...

2、贵公司于2025年4月25日在巨潮资讯网（www.cninfo.com.cn）上、创业 板上市公司信息披露平台上刊登的《关于召开2024年年度股东大会的通知公 告》、《第五届董事会第二十三次会议决议公告》及《第五届监事会第二十三 次会议决议公告》。 3、贵公司本次股东大会股权登记日（2025年5月15日）的股东名册、出席 现场会议的股东的到会登记记录及凭证资料； 广东五维律师事务所 关于深圳市方直科技股份有限公司 2024年年度股东大会的法律意见书 致：深圳市方直科技股份有限公司 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》"）、中国证券监督管理委员会发布的 《上市公司股东大会规则》（以下简称"《股东大会规则》"）的规定，广东五 维律师事务所（以下简称"本所"）接受深圳市方直科技股份有限公司（以下简 称"公司"）的委托，指派本所律师出席公司2024年年度股东大会（以下简称"本 次股东大会"），对本次股东大会的相关事项进行见证并出具法律意见。 为出具本法律意见书，本所律师审查了贵公司提供的有关召开本次股东大 会相关文件的原件或影印件，包括但不限于： ...

本公司及董事会全体成员保证公告内容与信息披露义务人提供的信息一致。 证券代码：300235 证券简称：方直科技 公告编号：2025-030 深圳市方直科技股份有限公司 持股5%以上股东及董事、高级管理人员减持股份预披露公告 公司持股5%以上股东及董事陈克让先生、公司董事兼总经理张文凯先生保 证向本公司提供的信息内容真实、准确、完整，没有虚假记载、误导性陈述或者 重大遗漏。 特别提示： 持有深圳市方直科技股份有限公司（以下简称"公司"）股份 26,277,717 股（占 本公司总股本比例 10.48%，总股本按照公司当前总股本 251,746,635 股剔除公司 回购专用账户 988,900 股后 250,757,735 股的股份数量计算，下同）的持股 5%以 上股东及董事陈克让先生计划在本公告披露之日起 15 个交易日后的 3 个月内 （即 2025 年 6 月 5 日至 2025 年 9 月 4 日）以集中竞价方式减持本公司股份不超 过 250.75 万股（占本公司总股本比例不超过 1%）。 持有公司股份 1,505,807 股（占本公司总股本比例 0.60%）的公司董事兼总 经理张文凯先生计划在本公告披露 ...

General Principles - The compensation management system aims to enhance the incentive and restraint mechanisms for the company's directors and senior management, aligning with national laws and the company's actual situation [1] - The system applies to directors, general managers, deputy general managers, financial officers, and board secretaries [1] - The compensation committee is responsible for formulating and supervising the compensation plans for directors and senior management [1] Compensation Structure - The compensation system follows several principles, including competitiveness, position-based pay, performance linkage, a combination of short-term and long-term incentives, and a balance of incentives and constraints [1] - Directors' compensation is determined based on their specific roles and company performance, with no separate director allowances for those holding management positions [2] - Independent and external directors receive allowances as determined by the shareholders' meeting [2] Senior Management Compensation - Senior management compensation consists of a basic annual salary and performance-based rewards [2] - The basic salary is determined by factors such as position, responsibility, capability, and market salary trends, paid monthly [2] - Performance rewards are based on annual operational goals and individual performance assessments conducted by the compensation committee [2] Payment and Deductions - Compensation for directors and senior management is pre-tax, with deductions for personal income tax, social insurance, and other applicable fees [3] - The compensation does not include stock incentive plans or employee stock ownership plans [4] - Upon resignation or term changes, compensation is calculated based on actual tenure and performance [4] Compliance and Amendments - The compensation system requires approval from the board and shareholders for implementation and modifications [4] - Any violations of laws or company regulations by directors or senior management may result in penalties, including salary deductions or termination [4]

Core Points - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [1][2] - The registered capital of the company is RMB 25174.6635 million [1][5] - The company was approved by the China Securities Regulatory Commission to issue 11 million ordinary shares to the public and was listed on the Shenzhen Stock Exchange on June 29, 2011 [1][3] Company Structure - The company is a permanent joint-stock limited company [2] - The chairman serves as the legal representative of the company, and the election and appointment of the chairman are governed by the company's articles of association [2][3] - The company’s assets are divided into equal shares, and shareholders are liable for the company's debts only to the extent of their subscribed shares [2][3] Business Objectives and Scope - The company's business objectives are to serve education and promote technological innovation [3] - The business scope includes the development, sales, and consulting of computer software and hardware, internet cultural activities, and various technology services [3][4] Share Issuance and Management - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice [5][6] - The total number of shares issued by the company is 25174.6635 million ordinary shares [5] - The company may increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [6][7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, participate in shareholder meetings, and supervise the company's operations [10][11] - Shareholders must comply with laws and the company's articles of association, and they are liable for their subscribed shares [15][38] - The company must maintain transparency and provide shareholders with access to relevant documents and information [12][13] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [45][49] - Shareholder meetings are the company's decision-making body, responsible for electing directors, approving financial reports, and making significant corporate decisions [43][44] - The company must notify shareholders of meeting details at least 20 days in advance for annual meetings and 15 days for temporary meetings [57][58]

Core Viewpoint - The company has established a system to prevent the controlling shareholder and related parties from occupying company funds, ensuring the protection of the company's, shareholders', and other stakeholders' legitimate rights and interests [1][2][3]. Group 1: Regulations and Guidelines - The system is based on relevant laws, regulations, and the company's articles of association, aiming to regulate financial transactions with related parties and prevent fund occupation [1][2]. - The system applies to all subsidiaries included in the company's consolidated financial statements and covers both operational and non-operational fund occupations [1][2]. Group 2: Prevention Measures - The company must strictly prevent fund occupation during operational transactions with related parties and cannot provide funds through various means such as salary advances or prepayments [2][3]. - Any financial transactions with related parties must adhere to the decision-making procedures outlined in the relevant regulations and the company's management system [3][4]. Group 3: Payment Procedures - The financial department must review payment documents and ensure compliance with the company's articles of association and relevant regulations before processing payments to related parties [3][4]. - The financial department is responsible for regular checks on fund transactions with related parties to prevent non-operational fund occupation [4][5]. Group 4: Accountability and Enforcement - Company directors and senior management are liable for any losses caused by violations of the established system during decision-making and approval processes [5][6]. - The company will take legal action against related parties that occupy funds unlawfully and will seek compensation for any losses incurred [5][6].

Core Points - The document outlines the rules and procedures for the board of directors of Shenzhen Fangzhi Technology Co., Ltd, aiming to enhance governance and decision-making efficiency [1] Group 1: Board Composition and Responsibilities - The board consists of 7 directors, including 3 independent directors and 1 chairman, elected by a majority of the board [1] - The board has the authority to convene shareholder meetings, execute resolutions, and decide on major operational and investment plans [3][10] Group 2: Meeting Procedures - The board must hold at least two meetings annually, with notifications sent to all directors 10 days in advance for regular meetings [3] - Proposals for meetings must be submitted in writing, detailing the proposer’s information and the agenda [4][5] - Meetings can be called by shareholders or directors under specific conditions, and the chairman is responsible for convening and presiding over meetings [3][9] Group 3: Voting and Decision-Making - Decisions require a majority vote from the directors present, with specific rules for related party transactions and conflicts of interest [10][21] - Voting can be conducted through various methods, including in-person, video, or electronic means, ensuring all directors can express their opinions [7][19] Group 4: Documentation and Record-Keeping - Meeting records must include details such as date, attendees, agenda, and voting results, and must be signed by the directors [11][28] - The board secretary is responsible for maintaining all meeting documentation for a minimum of ten years [12][13]

Core Points - The company establishes a Compensation and Assessment Committee to enhance the management of compensation and assessment for directors and senior management [1][4] - The committee consists of three directors, including two independent directors, and is responsible for setting assessment standards and reviewing compensation plans [3][4] - The committee's decisions must be approved by the board and submitted for shareholder review, ensuring alignment with shareholder interests [4][11] Chapter Summaries Chapter 1: General Principles - The committee is established to improve the governance structure of the company and is guided by relevant laws and regulations [1] - It is tasked with developing assessment standards and compensation plans for directors and senior management [1][2] Chapter 2: Composition - The committee is composed of three directors, with a majority being independent directors [3] - The chairperson of the committee is an independent director, elected by committee members [3] Chapter 3: Responsibilities and Authority - The committee is responsible for formulating assessment standards, reviewing compensation mechanisms, and making recommendations to the board [4] - It has the authority to propose stock incentive plans and other compensation-related matters [4][9] - The board can reject any compensation plans that may harm shareholder interests [10] Chapter 4: Decision-Making Procedures - The Human Resources Department prepares necessary materials for the committee's decision-making [6] - The committee evaluates directors and senior management based on performance standards and submits compensation proposals to the board [7] Chapter 5: Meeting Rules - Meetings require a two-thirds attendance of committee members and decisions must be approved by a majority [14] - The committee can invite relevant personnel to meetings for presentations or inquiries [17] Chapter 6: Supplementary Provisions - The rules take effect upon board approval and will be revised in accordance with future legal changes [26][27] - The board holds the authority to interpret these rules [28]

General Principles - The company establishes a system for managing related party transactions to protect the legal interests of shareholders and creditors, especially minority investors [2] - Related party transactions include resource or obligation transfers between the company or its subsidiaries and related parties, such as investments and financial management [2][3] Related Parties Definition - Related parties include both legal entities and natural persons that may influence the company's interests, such as major shareholders and their family members [3][4] Approval and Disclosure Procedures - Transactions exceeding 300,000 yuan with related natural persons or 3 million yuan with related legal entities must be approved by independent directors and disclosed [5][6] - Daily related party transactions can be estimated annually, and any excess must undergo re-approval and disclosure [5][8] Pricing Principles - Pricing for related party transactions should follow principles such as state pricing, market pricing, or mutually agreed pricing [4][5] Board and Shareholder Meeting Protocols - Related directors and shareholders must abstain from voting on related party transactions to ensure impartiality [6][7] - The board meeting can proceed with a majority of non-related directors, and if fewer than three non-related directors are present, the transaction must be submitted to the shareholders' meeting [6][7] Information Disclosure - The company must disclose details of related party transactions, including agreements and pricing basis, in accordance with regulatory requirements [8][9] - Certain transactions, such as public tenders or cash donations, may be exempt from shareholder meeting approvals [9]

Core Points - Shenzhen Fangzhi Technology Co., Ltd. has revised its Articles of Association and is proceeding with the necessary business registration changes [1][2] - The revisions are in accordance with the Company Law of the People's Republic of China and the Guidelines for Articles of Association of Listed Companies (2025 Revision) [1][2] - The updated Articles of Association include changes to the roles and responsibilities of the chairman and legal representative, as well as the company's operational scope [1][2][3] Summary of Key Changes - The first article emphasizes the protection of the rights of the company, shareholders, and creditors, and the establishment of the Articles of Association based on relevant laws [1][2] - The fourth article confirms the company's registered name and its English name [1][2] - The eighth article clarifies that the chairman is the legal representative of the company, with stipulations regarding the appointment and resignation of the legal representative [1][2] - The ninth article states that the company bears civil liability for actions taken by the legal representative in the course of their duties [1][2] - The thirteenth article outlines the company's business scope, including software development, sales, consulting, and various technology services [2][3] - The twentieth article restricts the company from providing financial assistance for the acquisition of its shares, with exceptions for employee stock ownership plans [4][5] - The twenty-third article details the conditions under which the company may repurchase its shares, including shareholder dissent and employee stock plans [5][6] - The thirty-ninth article defines the powers of the shareholders' meeting, including decisions on business direction, capital increases, and profit distribution [22][23]