Core Viewpoint - Sichuan Dawai Technology Co., Ltd. has restructured its governance by abolishing the supervisory board, transferring its responsibilities to the audit committee of the board of directors, and amending its articles of association accordingly [1][2][3]. Summary by Sections Supervisory Board Reform - The supervisory board's responsibilities will now be handled by the audit committee, and the relevant rules governing the supervisory board have been abolished [1][2]. - The original term of the sixth supervisory board was from May 19, 2023, to May 19, 2026, but the positions of the supervisory board members have been naturally terminated [1][2]. Articles of Association Amendments - The amendments to the articles of association are in line with the adjustments in the company's governance structure and the guidelines for listed companies [2][3]. - The revised articles aim to protect the rights of the company, shareholders, employees, and creditors, ensuring compliance with the Company Law and Securities Law of the People's Republic of China [2][3]. Specific Changes in Articles - The articles now specify that the company is a permanent stock company, with the chairman serving as the legal representative [3][4]. - The articles have been updated to clarify the legal obligations and rights of shareholders, directors, and senior management [5][6]. - The provisions regarding the company's ability to provide financial assistance for share purchases have been revised, allowing for employee stock ownership plans [6][7]. Shareholder Rights - Shareholders retain rights to dividends, participate in meetings, supervise company operations, and request information [11][12]. - The articles outline the procedures for shareholders to propose temporary meetings and the requirements for such proposals [19][20]. Governance and Accountability - The audit committee is empowered to initiate legal actions against directors and senior management if they violate laws or the articles of association, ensuring accountability [12][13]. - The articles emphasize the responsibilities of controlling shareholders and actual controllers to act in the best interests of the company and its shareholders [14][15].

Core Viewpoint - Sichuan Dawai Technology Co., Ltd. announced the resignation of two non-independent directors and the nomination of a new director candidate, reflecting changes in the board structure and compliance with updated company regulations [1][2][3]. Group 1: Director Resignation - Director Li Gong resigned due to a share transfer agreement with Zhuhai Century Zhiyuan Private Securities Fund Management Co., Ltd., which required the election of a new director [1][2]. - Director Wang Li also resigned to comply with the newly added provisions in the company’s articles of association regarding the election of employee directors, but will continue to serve as Deputy General Manager and Board Secretary [2][3]. - The resignations resulted in the board falling below the legal minimum number of directors, necessitating the continuation of the original directors' duties until new directors are elected [2]. Group 2: New Director Nomination - The board approved the nomination of Yan Lihu as a candidate for director, to be submitted for election at the first temporary shareholders' meeting in 2025 [2][3]. - Yan Lihu meets the qualifications and requirements set forth by the Company Law and relevant regulations, possessing the necessary professional capabilities and industry experience [3][5]. - Yan Lihu has no prior penalties from regulatory bodies and is not listed as a dishonest executor, ensuring compliance with the criteria for serving as a director [4][5]. Group 3: Director Background - Yan Lihu, born in November 1962, holds a master's degree and has held various leadership positions, including Chairman of Shenzhen Huaxin Co., Ltd. and Chairman of Chengdu Hongming Electronic Science and Technology New Materials Co., Ltd. [4]. - Currently, Yan Lihu serves as the Executive Director of Shanghai Baokun Business Consulting Co., Ltd. and General Manager of Shenzhen Baokun Investment Consulting Co., Ltd. [4]. - Yan Lihu does not hold any shares in the company and has no relationships with other directors or significant shareholders [4][5].

Core Viewpoint - The company intends to reappoint Xinyong Zhonghe Accounting Firm as its auditor for the fiscal year 2025, pending approval from the upcoming shareholders' meeting [1][6]. Group 1: Basic Information of the Accounting Firm - The name of the firm is Xinyong Zhonghe Accounting Firm, established on March 2, 2012, and operates as a special partnership [2]. - As of December 31, 2024, the firm has 259 partners and 1,780 registered accountants, with over 700 accountants having signed audit reports for securities services [2][3]. - The firm's total revenue for 2024 was 4.054 billion RMB, with audit revenue of 2.587 billion RMB and securities revenue of 976 million RMB [2][3]. Group 2: Project Information - The proposed signing partner is Mr. Zhang Zhuo, who has been providing audit services to the company since 2022 [4]. - The quality review partner is Ms. Tang Ling, who has also been involved in the company's audit services [4]. - The proposed signing accountant is Ms. Feng Shixue, who has been providing audit services since 2020 [4]. Group 3: Audit Fees and Procedures - The audit fee for 2025 is set at 650,000 RMB, which includes 525,000 RMB for financial report audits and 125,000 RMB for internal control audits [5]. - The company has followed competitive negotiation procedures to appoint Xinyong Zhonghe as the auditor, with the audit committee approving the selection based on the firm's qualifications and integrity [5].

Core Points - Sichuan Dowell Science and Technology Inc. was established as a joint-stock company through the transformation of a limited liability company, with its registration in Chengdu and a registered capital of RMB 1,048.01463 million [1][2] - The company aims to promote sustainable development by focusing on the research and production of environmentally friendly products [2][3] - The company issued 14.94 million shares to the public in 2016, with the shares listed on the Shenzhen Stock Exchange [1][2] Company Structure - The company is a permanent joint-stock company, with the chairman serving as the legal representative [2] - All assets of the company are divided into equal shares, and shareholders are liable for the company's debts only to the extent of their subscribed shares [2][3] - The company has a total of 104,801,463 shares, all of which are ordinary shares with a par value of RMB 1 per share [5][6] Business Scope - The company's business scope includes the production and sale of fine chemical products, leather goods, plastics, and various other materials, as well as software development and logistics services [3][4] Share Issuance and Management - The company follows principles of openness, fairness, and justice in its share issuance, ensuring equal rights for all shares of the same type [4][5] - The company can increase its capital through various methods, including public offerings and stock dividends, as decided by the shareholders' meeting [6][7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, participation in meetings, and the ability to transfer their shares, while also being obligated to comply with laws and the company's articles of association [10][12] - Shareholders holding more than 5% of voting shares must report any pledges of their shares to the company [14][15] Governance and Meetings - The company holds annual and temporary shareholders' meetings, with specific procedures for convening and conducting these meetings [42][43] - Decisions at shareholders' meetings require a majority or two-thirds majority vote, depending on the nature of the resolution [77][79]

Core Viewpoint - The document outlines the financing and external guarantee management system of Sichuan Dawi Technology Co., Ltd, aiming to regulate financing activities, control risks, and protect the financial safety and legal rights of shareholders [1]. Financing Management - Financing refers to indirect financing activities primarily from banks, including various forms such as comprehensive credit, working capital loans, and bill financing [1]. - The financial department is responsible for managing financing applications and conducting preliminary reviews before submitting them for approval [2]. - The company can approve single financing amounts up to 5% of the latest audited net assets or cumulative amounts up to 10% if the asset-liability ratio does not exceed 70% [2][3]. - Financing applications must include detailed reports, including the financial institution's name, amount, term, purpose, repayment source, and asset-liability status [3][4]. External Guarantee Management - External guarantees involve providing guarantees, mortgages, or pledges for third parties, and must be approved by the board of directors or shareholders [1][5]. - The company must analyze the credit status of the guaranteed party and ensure that the guarantee is backed by sufficient collateral [5][6]. - Guarantees exceeding 10% of the latest audited net assets or total guarantees reaching 50% of the latest audited net assets require shareholder approval [6][7]. Risk Management and Execution - The financial department is responsible for daily management of financing and guarantees, ensuring compliance with approved contracts [9][10]. - If a guaranteed debt is not repaid, the company must pursue recovery from the guaranteed party after fulfilling its guarantee obligations [10][11]. - The company must disclose financing and guarantee activities in accordance with relevant laws and regulations [30][31]. Responsibilities and Amendments - All directors must strictly review financing and guarantee matters and bear joint liability for any losses due to violations [32][33]. - The board of directors is responsible for revising and interpreting the financing and guarantee management system, which takes effect upon approval by the shareholders [34][35].

Core Points - The company aims to strengthen internal controls over external investment activities, standardize investment behavior, mitigate risks, and enhance investment efficiency [1] - External investments are defined as actions taken to expand operational scale and improve capital efficiency, targeting long-term returns through various forms of investment [1] - All external investments must comply with national regulations and align with the company's long-term development strategy [1] Investment Decision - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and the chairman, with specific thresholds for approval based on asset value and revenue [2] - Investments exceeding certain thresholds must be submitted for shareholder approval, while others can be authorized by the board [2][3] Project Evaluation and Management - A feasibility study must be conducted before project initiation, considering the current business scale and expected returns [4] - The finance department is responsible for managing the financial aspects of external investments, including funding and compliance with legal requirements [4] Execution Control - Investment plans must be approved by the relevant authorities, detailing funding amounts and responsibilities [5] - Contracts must be signed before any payments are made, and asset evaluations are required for non-cash investments [5][6] Tracking and Supervision - The company must monitor investment projects post-implementation, reporting on performance and any discrepancies annually for three years [8] - The internal audit department is responsible for overseeing compliance and ensuring proper management of investment-related documents [9]

Core Viewpoint - The document outlines the regulations and procedures for the management and use of raised funds by Sichuan Dawi Technology Co., Ltd, emphasizing the importance of compliance with relevant laws and the need for transparency and efficiency in fund utilization [1][2][4]. Fund Storage - The company must store raised funds in a designated special account, ensuring that no non-raised funds are mixed or used for other purposes [2][5]. - If the company has multiple financing rounds, separate special accounts must be established for each round [5][6]. - A tripartite supervision agreement must be signed with the sponsor and the commercial bank within one month of the funds being received [6][7]. Fund Usage Management - Funds must be used according to the investment plan outlined in the issuance application documents, ensuring compliance and transparency [9][10]. - Any changes to the use of raised funds require a resolution from the shareholders' meeting [10][11]. - The company is prohibited from using raised funds for financial investments or to lend to others [11][12]. Project Management - The project management department must establish a management system for investment projects, monitoring fund application and project progress [13][14]. - Any significant deviations from the planned project progress or feasibility must be reported to the board [14][15]. - The company must disclose the actual use of raised funds accurately and completely, with semi-annual reports on project progress [16][17]. Changes in Fund Direction - Changes in the direction of raised funds are defined by specific criteria, such as canceling original projects or changing the implementation subject [27][28]. - The board must conduct a feasibility analysis before approving any changes to the investment projects [29][30]. - Any changes must be announced within two trading days after board approval [30][31]. Fund Management and Supervision - The finance department is responsible for maintaining records of fund usage and conducting regular audits [17][18]. - The board must report any significant violations or risks related to fund management to the Shenzhen Stock Exchange [18][19]. - Independent directors must ensure that the actual use of funds aligns with disclosed information, and they can initiate special audits if discrepancies are found [19][20].

General Principles - The company aims to enhance the management of related party transactions, ensuring fairness and protecting the rights of all shareholders [1] - Related party transactions must be documented in written agreements, adhering to principles of equality, voluntariness, equivalence, and compensation [1][2] - The company’s board of directors must assess whether related party transactions are beneficial, potentially hiring independent evaluators if necessary [1][2] Definition of Related Parties - Related legal entities include those that directly or indirectly control the company, entities controlled by such parties, and those holding more than 5% of the company's shares [2] - Related natural persons include individuals holding more than 5% of shares, company directors, and their close family members [2][3] Related Party Transactions - Related party transactions involve the transfer of resources or obligations between the company and its related parties, including asset purchases, investments, and financial assistance [3][4] Pricing Principles for Related Transactions - Related party transactions must be conducted at fair prices, referencing government pricing or market prices when available [5][6] - If no comparable market prices exist, reasonable costs plus profit margins should be used to determine pricing [5][6] Decision-Making and Approval Procedures - Transactions below RMB 300,000 or 0.5% of the latest audited net assets can be approved by the general manager [7] - Transactions above these thresholds require board approval, with independent directors reviewing them first [7][8] Disclosure Requirements - The company must disclose details of related party transactions, including transaction summaries, pricing policies, and the impact on financial conditions [11][12] - Transactions exceeding RMB 30 million or 5% of net assets require shareholder approval after board review [8][9] Exemptions from Approval - Certain transactions, such as cash subscriptions for publicly issued securities or transactions at government-set prices, may be exempt from the usual approval and disclosure requirements [12][13] Implementation and Amendments - The guidelines will be implemented after approval by the company's shareholders and can be amended similarly [14]

Core Points - The company aims to enhance its corporate governance structure by establishing clear roles and responsibilities for independent directors, ensuring their independence and effectiveness in decision-making and oversight [1][2][3] Group 1: Independent Director Definition and Responsibilities - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [1][2] - They are responsible for protecting the interests of all shareholders, particularly minority shareholders, and must act with loyalty and diligence [1][3] - The company must provide necessary support for independent directors to fulfill their duties effectively [1][4] Group 2: Appointment and Qualifications - Independent directors must meet specific independence criteria and cannot have significant relationships with major shareholders or the company [2][4] - They should possess relevant knowledge and experience, including at least five years in legal, accounting, or economic fields [3][4] - The company must ensure that independent directors are elected through a transparent process, including the possibility of cumulative voting for multiple positions [5][12] Group 3: Duties and Powers - Independent directors have the authority to independently hire external advisors for audits or consultations and can propose meetings to address significant issues [7][18] - They must attend board meetings personally or delegate their responsibilities appropriately, ensuring their opinions are documented [8][10] - Independent directors are required to report on their activities and interactions with shareholders annually [13][14] Group 4: Committees and Oversight - The company has established various committees, including an audit committee, where independent directors play a crucial role in overseeing financial reporting and compliance [2][11] - Independent directors must participate in specialized meetings to discuss matters requiring their approval before being presented to the board [9][10] - The audit committee is responsible for reviewing financial information and overseeing internal controls, requiring a majority of independent directors [11][12] Group 5: Communication and Support - The company must maintain effective communication channels between independent directors and management, ensuring timely access to information [14][15] - Independent directors should have adequate resources and support to perform their roles, including training and access to relevant data [14][15] - The company is responsible for providing necessary conditions for independent directors to fulfill their duties, including timely meeting notifications and materials [14][15]

Core Points - The document outlines the rules and regulations governing the shareholders' meetings of Sichuan Dawi Technology Co., Ltd, ensuring compliance with relevant laws and protecting shareholders' rights [1][2][3] Group 1: Shareholders' Meeting Authority - The shareholders' meeting is the company's authority body, responsible for decisions on mergers, acquisitions, amendments to the articles of association, and significant asset transactions exceeding 30% of the company's total assets [1][2][3] - Specific transactions, such as those involving related parties exceeding 30 million RMB or 5% of the latest audited net assets, must be approved by the shareholders' meeting [1][2][3] Group 2: Transaction Standards - Transactions that exceed 50% of the company's latest audited total assets or involve significant income or profit thresholds must be submitted for shareholders' approval [2][3][4] - The document specifies various types of transactions, including asset purchases, external investments, and financial assistance, that require shareholder review if they meet certain criteria [3][4][5] Group 3: Meeting Procedures - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year, with provisions for calling temporary meetings under specific circumstances [9][10][11] - Shareholders holding more than 10% of the company's shares can request a temporary meeting, and the board must respond within ten days [11][12] Group 4: Voting and Decision-Making - Decisions at the shareholders' meeting require a majority or two-thirds majority vote, depending on whether the resolution is ordinary or special [27][28][30] - The document outlines the voting process, including the requirement for independent directors to report on their duties and the need for transparency in voting results [20][21][27] Group 5: Disclosure and Reporting - The company must disclose relevant financial reports and evaluations for transactions requiring shareholder approval, ensuring transparency and compliance with regulations [5][6][7] - Meeting records must be maintained for at least ten years, documenting attendance, proposals, and voting outcomes [29][30]