证券代码：300629 证券简称：新劲刚 公告编号：2025-044 广东新劲刚科技股份有限公司 关于修改《公司章程》及其附件并办理工商变更登记 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。 广东新劲刚科技股份有限公司（以下简称"公司"）第五届董事会第七次会 议于 2025 年 7 月 31 日召开，会议审议通过了《关于修订 <公司章程> 及其附件并 办理工商变更登记的议案》，具体情况如下： 一、《公司章程》修订情况 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司章程 指引》《上市公司治理准则》《上市公司独立董事管理办法》《深圳证券交易所 创业板股票上市规则》《深圳证券交易所上市公司自律监管指引第 2 号——创 业板上市公司规范运作》等相关法律法规及规范性文件的规定，结合公司实际情 况，公司拟对《公司章程》进行调整，具体情况如下： 原章程 新章程 司（以下简称"公司"）及其股东、债权人的 司（以下简称"公司"）及其股东、职工、债 共和国公司法》（以下简称"《公司法》"）、 华人民共和国公司法》 《党章》）和其他有关规定，制订本章程。 ...

Group 1 - The board of directors of Guangdong Xinjingang Technology Co., Ltd. held its seventh meeting on July 31, 2025, with all seven directors participating in the vote [1] - The board approved the proposal to elect a new independent director, Ms. Zeng Ping, following the resignation of Mr. Zeng Lan due to personal reasons [2] - The board also approved amendments to the company's articles of association and related governance documents to ensure compliance with the latest regulations [3] Group 2 - The company revised the "Independent Director Work System" and other governance systems to align with current legal requirements and improve governance standards [4] - The board approved the proposal to hold the second extraordinary general meeting of shareholders for 2025 on August 18, 2025 [5] - The voting results for all proposals were unanimous, with seven votes in favor and no votes against or abstaining [6]

Group 1 - The company held its seventh meeting of the fifth supervisory board on July 21, 2025, via telephone and email, with three supervisors present, complying with relevant laws and regulations [1][2] - The supervisory board approved a proposal to amend the company's articles of association and related documents, including renaming the "shareholders' meeting" to "shareholders' assembly" and updating the corresponding rules [1][2] - The proposal received three valid votes, all in favor, with no votes against or abstentions, and will be submitted to the shareholders' meeting for further review [2] Group 2 - The amendments were made in accordance with the Company Law, Securities Law, and other relevant regulations, reflecting the company's actual situation [1]

Meeting Announcement - Guangdong King-Strong Technology Co., Ltd. will hold its second extraordinary general meeting of shareholders for 2025 on August 18, 2025, at 15:00 [1] - The meeting will be conducted both in-person and via online voting through the Shenzhen Stock Exchange systems [2][5] Voting Procedures - Shareholders can vote either in person or by authorizing a representative to attend and vote on their behalf [2][4] - Online voting will be available on August 18, 2025, with specific time slots for participation [1][2] Registration and Attendance - All shareholders registered by the cut-off date of August 12, 2025, are entitled to attend the meeting [2][3] - Registration procedures require specific documentation depending on whether the shareholder is an individual or a corporate entity [4] Agenda Items - The meeting will review several proposals, with Proposal 2 requiring a special resolution that must be approved by at least two-thirds of the voting rights present [3] - Voting results for small and medium investors will be counted separately and disclosed publicly [3] Contact Information - For inquiries, shareholders can contact Zhou Yibo at the provided phone number or email [5]

Group 1 - The candidate, Zeng Ping, has been nominated as an independent director for Guangdong Xinjingang Technology Co., Ltd. and has confirmed understanding and agreement with the nomination [1] - The candidate declares no relationships that could affect independence and meets all legal and regulatory requirements for independent directors [1][11] - The candidate has undergone qualification review by the nomination committee and has no conflicts of interest with the company [1][11] Group 2 - The candidate affirms compliance with the requirements set forth by the China Securities Regulatory Commission and the company's articles of association regarding independent director qualifications [1][11] - The candidate has relevant professional experience and knowledge necessary for fulfilling the responsibilities of an independent director [1][11] - The candidate has committed to report any changes in qualifications during the tenure and to maintain independence from major shareholders and related parties [11]

广东新劲刚科技股份有限公司 第一章 总则 第一条 为规范广东新劲刚科技股份有限公司（以下简称"公司"）董事、高 级管理人员离职相关事宜，确保公司治理结构的稳定性和连续性，维护公司及股 东的合法权益，公司根据《中华人民共和国公司法》 （以下简称"《公司法》"）等 法律法规、规范性文件及《广东新劲刚科技股份有限公司章程》 （以下简称"《公 司章程》"）的有关规定，结合公司实际情况，制定本制度。 第二条 本制度适用于公司董事（含独立董事）、高级管理人员因任期届满、辞 职、被解除职务或其他原因离职的情形。 第二章 离职情形与程序 第三条 公司董事和高级管理人员可以在任期届满以前辞职，董事和高级管 理人员辞职应当向公司提交书面辞职报告，辞职报告中应说明辞职原因，公司收 到辞职报告之日辞职生效，公司将在两个交易日内披露有关情况。 第四条 如存在下列情形，在改选出的董事就任前，原董事仍应当依照法律、行 政法规、部门规章和《公司章程》的规定，继续履行董事职责，但存在相关法规另有 规定的除外： （一）董事任期届满未及时改选，或者董事在任期内辞任导致董事会成员低于 法定最低人数； （二）审计委员会成员辞任导致审计委员会成员低于法 ...

Core Points - The resignation of independent director Zeng Lan due to personal reasons has been accepted, effective immediately upon receipt of his resignation letter [1][2] - The company will hold a shareholder meeting to elect a new independent director to maintain compliance with regulations and ensure proper governance [2][3] - Zeng Lan's contributions during his tenure were acknowledged by the board, emphasizing his diligence and commitment [2] Independent Director Resignation - Zeng Lan's resignation creates a gap in the independent director representation on the company's specialized committees, necessitating a prompt replacement [2] - The company will continue to comply with relevant laws and regulations until a new independent director is appointed [2] Appointment of New Independent Director - The board has nominated Zeng Ping as the candidate for the independent director position, pending approval at the upcoming shareholder meeting [2][3] - Zeng Ping is a qualified accounting professional with no current shareholding in the company and no conflicts of interest with major shareholders or management [3][5] Committee Adjustments - If Zeng Ping is approved, he will assume the roles of chairperson of the audit committee and member of the remuneration and assessment committee [2][4] - The board has outlined the composition of the specialized committees before and after the adjustment, ensuring transparency in governance [4]

广东新劲刚科技股份有限公司 第一章 总则 第一条 为进一步提高公司的规范运作水平，加大对年报信息披露责任人 的问责力度，提高年报信息披露的质量和透明度，增强信息披露的真实性、准 确性、完整性和及时性，推进公司内控制度建设，根据《中华人民共和国证券 法》《上市公司信息披露管理办法》《上市公司治理准则》和《深圳证券交易 所创业板股票上市规则》《深圳证券交易所上市公司自律监管指引第2号——创 业板上市公司规范运作》《关于要求制定上市公司年报信息披露重大差错责任 追究制度的通知》等法律法规、规范性文件及公司章程的有关规定，结合公司 实际情况，制定本制度。 第二条 本制度适用于公司年报信息披露工作中有关人员不履行或者不正 确履行职责、义务或其他个人原因，对公司造成重大经济损失或造成不良社会 影响时的责任认定、追究与处理，适用于公司控股股东及实际控制人、董事、 高级管理人员、公司各部门负责人以及与年报信息披露有关的其他工作人员。 第三条 公司有关人员应当严格执行《企业会计准则》及相关规定，严格 遵守公司与财务报告相关的内部控制制度，确保财务报告真实、公允地反映公 司的财务状况、经营成果和现金流量。公司有关人员不得干扰、阻 ...

Core Points - The document outlines the management system for the holding and trading of company stocks by directors and senior management, ensuring compliance with relevant laws and regulations [2][3][4] Group 1: General Principles - The system is established to strengthen the management of stock holdings and trading by directors and senior management, in accordance with various laws and regulations [2] - The system applies to directors, senior management, and other specified individuals or organizations involved in stock trading [2][3] Group 2: Trading Procedures - Directors and senior management must be aware of legal prohibitions against insider trading and market manipulation before trading [3] - A trading plan must be submitted three trading days in advance, and trading cannot occur until a response is received from the board secretary [3][4] Group 3: Reporting and Disclosure - Directors and senior management must report their stock holdings and any changes to the Shenzhen Stock Exchange in a timely manner, ensuring the information is accurate and complete [4][8] - A specific form must be filled out to report any changes in stock holdings, which must be submitted within two trading days of the change [10][11] Group 4: Transfer Restrictions - There are specific restrictions on the transfer of shares, including a prohibition on trading within six months of buying or selling shares [8][9] - Directors and senior management are not allowed to transfer shares under certain conditions, such as during the first year of stock listing or within six months after leaving the company [9][10] Group 5: Penalties for Violations - Violations of the trading rules may result in internal criticism, mandatory training, and the company retaining any profits made from such violations [11][12] - Serious violations may lead to disciplinary actions against the responsible individuals [11]

Core Viewpoint - The document outlines the operational procedures for the Audit Committee of Guangdong Xinjingang Technology Co., Ltd. regarding the preparation and disclosure of the annual report, emphasizing the importance of internal controls and compliance with relevant regulations [1][5]. Group 1: Audit Committee Responsibilities - The Audit Committee is responsible for overseeing the preparation and disclosure of the annual report, ensuring compliance with laws and regulations, and protecting the overall interests of the company [1][2]. - The committee must evaluate the qualifications of the accounting firm and the auditors proposed for the annual audit, ensuring they meet the necessary regulatory requirements [3][4]. - In the event of changing the auditing firm, the committee must assess the quality of both the outgoing and incoming firms and provide a written record of their evaluations [2][3]. Group 2: Communication and Reporting - The management must report the company's operational and financial status to the Audit Committee, which will conduct on-site investigations of significant issues [3][4]. - The Audit Committee is tasked with coordinating the audit schedule with the accounting firm and ensuring effective communication between all parties involved [3][4]. - After the audit, the committee must review the financial reports and submit a summary report to the board, including recommendations for the reappointment or replacement of the auditing firm [4][5]. Group 3: Confidentiality and Compliance - Members of the Audit Committee are obligated to maintain confidentiality during the annual report preparation and must avoid insider trading during specified periods [5]. - All communications and evaluations related to the annual report must be documented and signed by the involved parties for record-keeping [5][6]. - The procedures outlined in the document must comply with existing laws and regulations, and any inconsistencies will require amendments to the operational guidelines [6][7].