成都运达科技股份有限公司 简式权益变动报告书 上市公司名称：成都运达科技股份有限公司 股票上市地点：深圳证券交易所 股票简称：运达科技 股票代码：300440 信息披露义务人：智象达行（成都）科技合伙企业（有限合伙） 通讯地址：中国（四川）自由贸易试验区成都高新区天府大道北段 869 号 1 栋 1 单元 4 层 408 号 权益变动性质：股份增加（协议转让） 二、信息披露义务人签署本报告书已获得必要的授权和批准，其履行亦不违 反信息披露义务人章程或者内部规则中的任何条款，或与之相冲突。 三、依据《中华人民共和国证券法》《上市公司收购管理办法》《公开发行 证券的公司信息披露内容与格式准则第 15 号—权益变动报告书》的规定，本报 告书已全面披露信息披露义务人在成都运达科技股份有限公司中拥有权益的股 份变动情况。截至本报告书签署之日，除本报告书披露的信息外，上述信息披露 义务人没有通过任何其他方式增加或减少其在成都运达科技股份有限公司中拥 有权益的股份。 四、本次权益变动是根据本报告所载明的资料进行的。除本信息披露义务人 外，没有委托或者授权其它任何人提供未在本报告书列载的信息和对本报告书做 出任何解释或者说明 ...

特别提示： 证券代码：300440 证券简称：运达科技 公告编号：2025-040 成都运达科技股份有限公司 关于控股股东协议转让公司股权暨权益变动的提示性公告 公司控股股东运达创新（成都）投资有限公司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、误导性陈述或重大遗漏。 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。 1. 持有本公司股份 146,809,324 股，占总股本比例 33.07%（占剔除公司回 购专用账户中的股份数量 10,521,800 股后的股本 433,396,800 股比例 33.87%） 的公司控股股东运达创新（成都）投资有限公司（以下简称"运达创新"）拟通 过协议转让方式将其持有公司 44,391,860 股无限售流通股（占总股本比例 10.00%）转让给智象达行（成都）科技合伙企业（有限合伙）（以下简称"智象 达行"）。本次转让前智象达行未持有公司股份，本次转让后，智象达行持有公司 股份 44,391,860 股，占总股本比例 10.00%。 2. 本次协议转让股份未触及要约收购。 3. 本次股份协议转让，仅涉及公司控股股东运达创新与智象达行之间的 ...

Core Points - The document outlines the fundraising management system of Chengdu Yunda Technology Co., Ltd, aiming to regulate the management and usage of raised funds to enhance efficiency [1] - The company is required to strictly manage and disclose the usage of raised funds in accordance with relevant laws and regulations [1][4] - The board of directors is responsible for establishing and ensuring the effective implementation of the fundraising management system [1][4] Fundraising Management - The company must open a special account for raised funds, ensuring that these funds are not mixed with other funds or used for unrelated purposes [2][5] - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the commercial bank within one month of the funds being received [2][3] - The company is prohibited from changing the purpose of the raised funds without proper approval and must disclose the actual usage of the funds accurately [4][5] Fund Usage - Raised funds must be used in accordance with the commitments made in the prospectus, and any significant changes must be disclosed [4][6] - The company must ensure that raised funds are not used for high-risk investments or for the benefit of related parties [4][5] - If funds are found to be misappropriated by controlling shareholders or related parties, the company must take action to recover the funds and disclose the situation [5][6] Fund Management and Supervision - The board must continuously monitor the actual storage, management, and usage of the raised funds, providing semi-annual reports [25][26] - Any discrepancies between the actual investment progress and the planned investment must be explained, and adjustments to the investment plan must be disclosed [13][26] - Independent financial advisors must conduct regular checks on the management of raised funds and report any irregularities to the Shenzhen Stock Exchange [14][15]

Core Points - The document outlines the management of resignations for directors and senior management at Chengdu Yunda Technology Co., Ltd, establishing procedures and responsibilities for such departures [1][2][3] Group 1: Resignation Procedures - Directors and senior management can resign before their term ends by submitting a written report, with the resignation effective upon receipt of the notice [2] - The company must disclose the resignation details within two trading days after receiving the resignation report [2] - If a director's term ends without timely re-election, they must continue to fulfill their duties until a new director is appointed [2][3] Group 2: Responsibilities and Consequences - Directors and senior management must complete a handover process with designated personnel to ensure business continuity [10] - If there are unfulfilled public commitments or other pending matters, the company can require a written fulfillment plan from the departing personnel [5] - Departing directors and senior management remain liable for their duties and obligations for three years post-departure, including confidentiality regarding company secrets [14][15] Group 3: Compliance and Legal Obligations - The company has the right to terminate the positions of directors and senior management for violations of laws or company regulations, with immediate effect upon board resolution [3][6] - Departing personnel must cooperate with the company in post-departure investigations regarding significant matters during their tenure [16] - Any losses caused by violations or unfulfilled commitments can lead to compensation claims against the departing personnel [17]

Core Viewpoint - Chengdu Yunda Technology Co., Ltd. is revising its articles of association and related rules to align with legal requirements and improve corporate governance [1]. Summary by Sections Revision of Articles of Association - The company plans to amend its articles of association to standardize terminology, changing "shareholders' meeting" to "shareholders' assembly" and making other necessary adjustments based on the Company Law and Securities Law [1]. Legal Representation - The chairman of the board serves as the legal representative of the company, and resignation from this position is considered simultaneous with the resignation as the legal representative [2]. Liability and Responsibilities - The company is liable for civil activities conducted by its legal representative, and if damages occur due to the representative's actions, the company can seek compensation from the representative if found at fault [3]. Shareholder Responsibilities - Shareholders are only liable for the company's debts to the extent of their subscribed shares, while the company is responsible for its debts with all its assets [4]. Legal Binding Nature - The articles of association become a legally binding document upon effectiveness, governing the rights and obligations between the company, shareholders, and management [5]. Share Issuance Principles - The issuance of shares must adhere to principles of openness, fairness, and justice, ensuring equal rights for all shares of the same type [6]. Financial Assistance Restrictions - The company or its subsidiaries are prohibited from providing financial assistance for the acquisition of its shares, except for employee stock ownership plans [7]. Capital Increase Methods - The company can increase capital through various methods, including public offerings, private placements, and stock dividends, subject to shareholder approval [7]. Share Transfer Regulations - Shares must be transferred in accordance with legal provisions, and the company does not accept its shares as collateral [11]. Shareholder Rights - Shareholders have rights to dividends, attend meetings, supervise management, and request information, among others [14]. Shareholder Meeting Procedures - The company must hold a shareholders' meeting to decide on significant matters, including financial reports and capital changes, with specific voting requirements [29]. External Guarantees - Certain external guarantees require approval from the shareholders' meeting, especially if they exceed specified financial thresholds [31][32].

Core Viewpoint - Chengdu Yunda Technology Co., Ltd. has established a comprehensive information disclosure system to ensure the authenticity, accuracy, completeness, timeliness, and fairness of its disclosures, thereby protecting the rights and interests of the company, shareholders, and investors [1][2]. Group 1: Information Disclosure Obligations - The information disclosure obligations extend beyond the company itself to include directors, senior management, department heads, shareholders, and other relevant parties [2]. - Major information that must be disclosed includes financial performance, mergers and acquisitions, stock issuance, significant contracts, and legal disputes [2][3]. Group 2: Basic Principles of Information Disclosure - Information disclosure is a continuous responsibility of the company, requiring compliance with relevant laws and regulations [3]. - Directors and senior management must ensure the disclosed information is truthful and accurate, and if they cannot guarantee this, they must declare the reasons in announcements [3][4]. Group 3: Disclosure Procedures and Standards - The company must disclose information through the stock exchange and other approved media, ensuring that all investors receive the same information simultaneously [5][6]. - Regular reports, including annual, semi-annual, and quarterly reports, must be prepared and disclosed within specified timeframes [8][9]. Group 4: Responsibilities and Management of Information Disclosure - The board of directors is responsible for overseeing information disclosure, with the chairman being the primary responsible person and the board secretary managing the disclosure affairs [24][25]. - Senior management must report significant events and ensure the accuracy of the information disclosed [26]. Group 5: Confidentiality and Insider Information - Individuals with insider information are prohibited from disclosing it before public announcements and must not engage in insider trading [28][30]. - The company must take measures to control the dissemination of insider information and report any leaks or unusual trading activities immediately [30][31].

General Provisions - Chengdu Yunda Technology Co., Ltd. is established as a joint-stock company in accordance with the Company Law and other relevant regulations [2] - The company was registered on June 28, 2011, and obtained its business license [2] - The registered capital of the company is RMB 443.9186 million [2] Company Structure - The company is a permanent joint-stock company, with the chairman acting as the legal representative [3] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [3] Business Objectives and Scope - The company's business objective is to operate legally, driven by technological innovation, and to achieve steady and rapid development for the benefit of shareholders and the national economy [4] - The business scope includes technology development, consulting, and services in various fields such as rail transit, machinery, electronics, and information services [4] Share Issuance - The company issues shares in the form of stocks, with each share having a par value of RMB 1 [5] - The total number of shares issued by the company is 443.9186 million, all of which are ordinary shares [5] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company decisions, as well as obligations to comply with laws and the company’s articles of association [10][11] - Shareholders holding more than 5% of the shares must report any trading activities within six months [9] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [18][19] - Shareholder proposals must be submitted in advance, and the company must provide adequate notice of meetings [24][25] Decision-Making Process - Ordinary resolutions require a simple majority, while special resolutions require two-thirds approval from attending shareholders [30] - Certain significant decisions, such as capital increases or decreases, require special resolutions [30]

Core Viewpoint - The article outlines the establishment and operational guidelines of the Executive Committee of Chengdu Yunda Technology Co., Ltd, aimed at enhancing corporate governance and ensuring effective execution of business strategies [1]. Group 1: General Provisions - The Executive Committee (hereinafter referred to as "the Committee") is established as a permanent management decision-making body under the leadership of the Board of Directors, responsible to the Board [1]. - The rules serve as the behavioral guidelines for the Committee's meetings and apply to all Committee members [1]. Group 2: Composition of the Committee - The Committee consists of one Chairperson and 4-6 members, with the Chairperson appointed or dismissed by the Board of Directors [3]. - Members can resign or be removed based on personal reasons or if deemed unsuitable by the Chairperson, subject to Committee approval and Board ratification [3]. Group 3: Responsibilities and Authority - The Committee's main responsibilities include executing resolutions from the shareholders' meeting and Board, overseeing the implementation of business goals and strategic projects [4]. - It is tasked with drafting the company's medium to long-term strategic development plans, annual plans, and specific project proposals for investment, acquisitions, and asset disposals, all requiring Board approval [4][5]. - The Committee also decides on the management structure of subsidiaries, appoints core management personnel, and approves the annual financial budget [4]. Group 4: Meeting Procedures and Rules - The Committee meetings are convened and chaired by the Chairperson, with provisions for alternative members to lead if necessary [6]. - A quorum requires attendance from at least two-thirds of the members, and decisions must be approved by a majority [6][7]. - Meeting minutes must be accurate and preserved for over ten years, serving as a basis for future evaluations and accountability [6].

Core Points - The document outlines the governance structure and operational guidelines for Chengdu Yunda Technology Co., Ltd, emphasizing the responsibilities and rights of the president and senior management [1][2][3] Group 1: Governance Structure - The company has a president who oversees daily operations and is accountable to the board of directors [1] - The president's term is three years, with the possibility of reappointment [2] - Senior management, including the president, vice presidents, and financial officer, must meet specific qualifications as outlined in the company's articles of association [1][2] Group 2: Responsibilities of Senior Management - The president is responsible for executing the board's resolutions, implementing annual business plans, and managing daily operations [2][3] - Vice presidents assist the president and manage specific departments, with the authority to make decisions within their scope [3][4] - The financial officer oversees financial operations, ensuring compliance with laws and regulations, and is responsible for preparing financial reports [4][5] Group 3: Meeting and Reporting Procedures - The president's office meetings are crucial for discussing company operations and making decisions on various matters [5][6] - Meeting minutes must be documented and distributed to relevant parties within five working days [8][10] - The president is required to report significant events or emergencies to the board within one working day [11] Group 4: Performance Evaluation and Accountability - The board evaluates the president and senior management based on performance metrics linked to the company's operational success [30] - In cases of resignation or termination, an exit audit will be conducted [31]

Core Viewpoint - The company has established a system to enhance the accountability and quality of annual report disclosures, ensuring compliance with relevant laws and regulations [1][2]. Group 1: Disclosure Responsibilities - The system applies to all personnel involved in annual report disclosures, including major shareholders, directors, senior management, and department heads [1]. - The company emphasizes strict adherence to accounting standards and internal controls to ensure the accuracy and fairness of financial reports [2]. Group 2: Major Errors in Disclosure - Major errors in annual report disclosures include significant accounting errors, substantial omissions, and discrepancies in performance forecasts [2][3]. - Specific criteria for identifying major accounting errors include deviations exceeding 5% of total audited assets, net assets, revenue, or net profit, with absolute amounts over 5 million [3][4]. Group 3: Accountability and Procedures - The company will pursue accountability for major disclosure errors, distinguishing between direct and leadership responsibilities [5][6]. - The internal audit department is responsible for collecting evidence and proposing accountability measures, which must be approved by the board's audit committee [3][6]. Group 4: Correction and Disclosure of Errors - If significant errors are identified, the company must correct them and may impose penalties on responsible individuals, including economic and administrative sanctions [5][6]. - The board must ensure that any corrections to previously disclosed financial reports are audited by qualified accounting firms [7][8].