任子行网络技术股份有限公司 关于公司及相关责任人收到《行政处罚决定书》的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有 虚假记载、误导性陈述或重大遗漏。 证券代码：300311 证券简称：ST 任子行 公告编号：2025-022 特别提示： 1、根据《行政处罚决定书》认定的情况，公司不触及《深圳证券交易所创 业板股票上市规则》第 10.5.1 条、第 10.5.2 条、第 10.5.3 条规定的退市风险警示 情形。 2、截至本公告披露日，公司各项生产经营活动正常有序开展。公司已于 2023 年 4 月 26 日对前期会计差错进行更正并追溯调整相关财务数据，并于 2023 年 4 月28日披露了《关于前期会计差错更正及追溯调整的公告》（公告编号：2023-014） 等相关公告，《行政处罚决定书》中所述事项均已整改完成。 3、根据《深圳证券交易所创业板股票上市规则》第 9.11 条规定，公司将在 中国证监会作出行政处罚决定书之日起满 12 个月后，及时向深圳证券交易所申 请撤销对公司股票实施的其他风险警示。 任子行网络技术股份有限公司（以下简称"公司"或"任子行"）于 2024 年 8 月 ...

Board Meeting Overview - The fifth board meeting of the company was held on July 4, 2025, with all 7 directors present, confirming the legality and validity of the meeting [1] - The meeting was chaired by the chairman, Mr. Jing Xiaojun, with the presence of supervisors and senior management [1] Resolutions Passed - The board approved the revision of the company's articles of association and the abolition of the supervisory board, transferring its powers to the audit committee of the board [1] - The board agreed to abolish the cash dividend management system, stating that future cash dividend matters will follow the provisions in the articles of association [1] Voting Results - All resolutions passed with unanimous support, receiving 7 votes in favor, with no votes against or abstentions [2][3][4][5][6] Board Restructuring - The board proposed the nomination of candidates for the sixth board of directors, including non-independent directors Mr. Jing Xiaojun, Mr. Shen Zhijie, and Mr. Lin Fei, with a term of three years starting from the approval date of the first extraordinary shareholders' meeting in 2025 [3][4] - Independent director candidates proposed include Mr. Min Rui, Mr. Wang Xielin, and Mr. Wu Zhiming, also with a three-year term [4][5] Shareholders' Meeting - The board agreed to convene the first extraordinary shareholders' meeting on July 22, 2025, to discuss the proposed resolutions [6]

Meeting Overview - The company will hold its first extraordinary general meeting of shareholders in 2025 on July 22, 2025, at 15:30 in Shenzhen, combining on-site and online voting methods [1][2] - The meeting is convened by the company's board of directors and complies with relevant laws and regulations [1][2] Voting Details - Shareholders can vote either in person or online, but must choose one method only [2] - The record date for shareholders eligible to attend the meeting is July 15, 2025 [2] - All shareholders registered by the record date can attend and vote, with the option to appoint a proxy [2][3] Agenda Items - The meeting will discuss several proposals, including amendments to the company's articles of association and governance systems [3][4] - The election of the sixth board of directors will take place, including both non-independent and independent director candidates [4][5] Registration and Participation - Shareholders must register for the meeting by providing identification and proof of shareholding [5][8] - Registration will occur on July 18, 2025, with specific contact details provided for inquiries [5][8] Voting Process - Detailed instructions for online voting will be provided, including the need to adhere to the limits on voting rights based on shareholdings [9][10] - The voting process will include both cumulative and non-cumulative voting for different proposals [10][16]

Core Viewpoint - The company has nominated Min Rui as a candidate for the independent director of its sixth board, ensuring that the nominee meets all legal and regulatory requirements for independence and qualifications [1][2][3]. Group 1: Nomination Process - The nomination was made after a thorough review of the nominee's professional background, qualifications, and any potential conflicts of interest [1]. - The nominee has agreed in writing to serve as an independent director candidate [1]. Group 2: Compliance with Regulations - The nominee has passed the qualification review by the company's nomination committee and has no close relationships that could affect independence [2]. - The nominee meets the requirements set forth by the Company Law of the People's Republic of China regarding disqualifications for serving as a director [2]. - The nominee complies with the China Securities Regulatory Commission's regulations on independent directors [2][3]. Group 3: Training and Experience - The nominee has participated in training and possesses the necessary certification recognized by the stock exchange [2]. - The nominee has relevant experience in law, economics, management, accounting, or finance, with at least five years of work experience in these fields [4][5]. Group 4: Independence Criteria - The nominee and their immediate family do not hold positions in the company or its subsidiaries [5]. - The nominee does not hold more than 1% of the company's issued shares directly or indirectly [5]. - The nominee has not been subject to any disqualifications or penalties by regulatory authorities in the past 36 months [7][8].

Core Points - The article outlines the articles of association for Renzi Hang Network Technology Co., Ltd, detailing the company's establishment, capital structure, and governance framework [4][5][6]. Group 1: Company Overview - The company was established as a joint-stock limited company in accordance with the Company Law of the People's Republic of China [4]. - The company was approved by the China Securities Regulatory Commission for its initial public offering of 17.7 million shares on April 25, 2012, and is listed on the Shenzhen Stock Exchange [4][5]. - The registered capital of the company is RMB 673.63015 million [5]. Group 2: Business Scope - The company's business scope includes computer software and hardware development, sales, and related technical services, as well as e-commerce and network security services [6]. Group 3: Share Structure - The company issues shares in the form of stocks, with each share having a par value of RMB 1 [7][8]. - The total number of shares issued by the company is 67,363.0150 million [8]. Group 4: Shareholder Rights and Responsibilities - Shareholders have rights to dividends and other benefits proportional to their shareholdings, and they can request meetings and participate in decision-making [16][31]. - Shareholders are obligated to comply with laws and regulations, and they cannot withdraw their capital except as legally permitted [37][38]. Group 5: Governance and Management - The chairman of the board serves as the legal representative of the company, and the company is required to establish a board of directors and an audit committee [5][6][19]. - The articles of association provide a framework for the operation of the board and the rights of shareholders, including the process for calling meetings and making decisions [16][32][35]. Group 6: Financial Management - The company is prohibited from providing financial assistance for the acquisition of its shares, except under specific conditions approved by the board [9][10]. - The company must disclose significant transactions and ensure compliance with regulations regarding related party transactions [29][30].

Core Viewpoint - The company has established a management system to prevent the controlling shareholder and related parties from occupying company funds, aiming to protect the rights and interests of all shareholders and creditors [1][2]. Group 1: General Principles - The management system is based on relevant laws and regulations, including the Company Law and Securities Law, to prevent fund occupation by major shareholders and related parties [1]. - The system defines fund occupation to include both operational and non-operational fund occupation, detailing various scenarios that constitute such occupation [1][2]. Group 2: Prevention Principles - The company must strictly limit fund occupation in operational transactions with major shareholders and related parties, prohibiting practices such as prepaying expenses or providing funds without genuine transactions [2][3]. - Specific prohibited actions include requiring the company to pay expenses, repay debts, or provide loans to major shareholders and related parties [2][3]. Group 3: Responsibilities and Measures - Company directors and senior management are legally obligated to ensure the safety of company funds and assets, with specific responsibilities outlined in the company's articles of association [4]. - The board of directors is responsible for reviewing and approving transactions with major shareholders and related parties, with independent directors having the authority to propose judicial actions against shareholders in case of fund occupation [5][6]. Group 4: Accountability and Penalties - The company will impose administrative and economic penalties on directors and senior management who assist or condone fund occupation by major shareholders [6]. - In cases of non-operational fund occupation that negatively impact the company, the responsible individuals will face disciplinary actions and potential legal consequences [6]. Group 5: Supplementary Provisions - The management system will adhere to national laws and regulations, with the board of directors responsible for its formulation, interpretation, and revision [7]. - The system will take effect upon approval by the board of directors and will be revised as necessary [7].

Core Points - The article outlines the implementation rules for the Compensation and Assessment Committee of the Board of Directors of Renzi Hang Network Technology Co., Ltd, aimed at improving the assessment and compensation management system for directors and senior management [1][2] - The committee is responsible for establishing assessment standards and compensation policies for directors and senior management, reporting to the Board of Directors [2][4] Group 1: Committee Structure - The Compensation and Assessment Committee consists of three directors, including two independent directors, and is chaired by an independent director [4][5] - The term of the committee aligns with that of the Board of Directors, allowing for re-election upon term completion [5][6] Group 2: Responsibilities - The committee is tasked with formulating assessment standards, reviewing compensation policies, and making recommendations on various matters including compensation and stock incentive plans [4][6] - Recommendations not fully adopted by the Board must be documented along with reasons for non-adoption [4] Group 3: Decision-Making Process - The committee's working group is responsible for preparing necessary materials for decision-making, including financial indicators and performance evaluations [5][6] - Meetings require a two-thirds attendance of committee members to be valid, and decisions must be approved by a majority [7][8] Group 4: Meeting Procedures - Meetings can be held in person or via other means, and confidentiality is required from all attendees [7][8] - The committee may invite other directors or senior management to attend meetings when necessary [7][8] Group 5: Miscellaneous - The rules are subject to approval by the Board and will take effect upon approval [9] - Any unresolved matters will be governed by national laws and the company's articles of association [9]

Core Points - The internal control system of the company aims to enhance management, promote standardized operations, and protect the rights of investors [1][2] - The board of directors is responsible for the establishment, implementation, and improvement of the internal control system, with regular evaluations of its effectiveness [2][3] - The company emphasizes the importance of risk assessment and management to identify and respond to potential risks effectively [5][13] Group 1: Internal Control Objectives - The internal control objectives include ensuring compliance with laws and regulations, improving operational efficiency, safeguarding assets, and ensuring accurate financial reporting [1][4] - The internal control system is designed to provide reasonable assurance in achieving these objectives [1][3] Group 2: Internal Control Environment - The company establishes a clear organizational structure and division of responsibilities to ensure effective internal control [2][3] - The roles of the shareholders, board of directors, and management are clearly defined to facilitate decision-making and management [2][3] Group 3: Risk Assessment - The company conducts systematic risk assessments to identify and analyze risks related to achieving internal control objectives [5][13] - A risk assessment mechanism is established to continuously collect relevant information and adjust risk response strategies as needed [5][13] Group 4: Internal Control Activities - Control activities include defining departmental responsibilities, establishing business regulations, and implementing necessary control procedures [19][21] - The company develops management systems for critical areas such as safety production, procurement, and quality management to ensure compliance [21][22] Group 5: Internal Supervision and Audit - The internal audit department is responsible for monitoring the effectiveness of the internal control system and reporting findings to the board of directors [10][13] - Regular audits are conducted to ensure compliance with internal control procedures and to identify areas for improvement [10][13] Group 6: Information and Communication - The company has established internal communication controls to enhance efficiency and transparency [39][41] - Public information disclosure controls are in place to protect the rights of stakeholders and ensure timely and accurate information dissemination [42][12] Group 7: Continuous Improvement - The internal control system is subject to regular reviews and adjustments based on changes in the business environment and operational needs [55][56] - The company is committed to maintaining an effective internal control system that evolves with its operational context [55][56]

General Principles - The rules are established to ensure the independent, standardized, and effective exercise of the board's powers, enhancing decision-making efficiency based on relevant laws and the company's actual situation [1][2] - The board of directors is the business execution and decision-making body of the company, responsible for managing the company's assets and accountable to the shareholders' meeting [1][2] Composition and Committees - The board consists of 7 directors, including 3 independent directors, one of whom is a professional accountant and one is a representative of employees [1][2] - The board has established an audit committee and a remuneration and assessment committee, with independent directors making up the majority and serving as conveners [2] Board Meetings - The board must hold at least 2 regular meetings annually, with a written notice sent to all directors 10 days prior to the meeting [4][5] - The chairman of the board is responsible for convening and presiding over meetings, and if unable to do so, a majority of directors can elect one to preside [4][5] Proposals and Voting - Proposals for regular meetings are formed through a process that includes soliciting opinions from directors and drafting proposals by the chairman [14][15] - Decisions require a majority vote from the directors present, and specific conditions apply for related party transactions [36][37] Meeting Records - Meeting records must be kept, including details such as the date, attendees, agenda, and voting results, and must be signed by attendees [43][44] - The board secretary is responsible for ensuring that resolutions are disclosed accurately and in compliance with regulations [46][47] Amendments and Interpretations - Any amendments to these rules must be proposed by the board and approved by the shareholders' meeting to take effect [48][50] - The board is responsible for interpreting these rules [50]

Core Viewpoint - The document outlines the management system for the deferral and exemption of information disclosure by Renzi Hang Network Technology Co., Ltd, aiming to ensure compliance with legal obligations and protect investors' rights [1][2]. Group 1: General Principles - The purpose of the system is to regulate the deferral and exemption of information disclosure, ensuring that the company and related parties fulfill their disclosure obligations in accordance with relevant laws and regulations [1]. - The system applies to situations where information disclosure can be deferred or exempted as per the requirements of the China Securities Regulatory Commission and the Shenzhen Stock Exchange [2]. Group 2: Scope of Deferral and Exemption - Information can be exempted from disclosure if it involves state secrets or other matters that may violate confidentiality regulations [5]. - The company has an obligation to protect state secrets and must not disclose sensitive information through any means, including investor interactions or media releases [6]. - Commercial secrets can also be deferred or exempted from disclosure if they meet specific criteria, such as potential harm to competitive advantage or violation of others' commercial secrets [7]. Group 3: Internal Management Procedures - The company must carefully determine the need for deferral or exemption and follow internal review procedures before implementation [12]. - The board of directors leads the management of deferral and exemption matters, with the board secretary responsible for organizing and coordinating these activities [13]. - A formal application and approval process is established, requiring relevant departments to submit a request for deferral or exemption, which must be reviewed and approved by the board [14][15]. Group 4: Disclosure Obligations - If the reasons for deferral or exemption are no longer valid, the company must promptly disclose the information [8]. - The company must report any deferred or exempted information in its annual, semi-annual, or quarterly reports within ten days after the report is published [18]. Group 5: Accountability and Enforcement - The company has established a mechanism for accountability regarding deferral and exemption practices, holding responsible parties accountable for any improper handling of disclosure matters [19]. - The system must comply with the rules of the Shenzhen Stock Exchange and other relevant regulations [20].