Core Points - The management system for the remuneration of directors and senior management at Shenzhen Jiemite Technology Co., Ltd. aims to enhance work motivation and establish an incentive mechanism aligned with modern corporate governance [1] - The system applies to board members and senior management, including the general manager, deputy general managers, financial director, and board secretary [1] Chapter Summaries Chapter 2: Remuneration Management Organization - The remuneration and assessment committee of the board is responsible for reviewing the remuneration standards and conducting annual assessments of directors and senior management [2] - The human resources and finance departments assist in the implementation of remuneration plans, reporting to the board [2] Chapter 3: Composition of Remuneration - Directors who are employees receive remuneration based on their specific job roles, with the chairman's allowance set between 500,000 to 1,200,000 yuan per year, contingent on participation in daily management [3] - Independent directors receive allowances ranging from 50,000 to 250,000 yuan per year, with expenses incurred during their duties reimbursed by the company [3] - Senior management remuneration consists of a base salary and performance bonuses, with specific salary ranges for positions such as general manager (400,000 to 1,000,000 yuan), deputy general manager (300,000 to 800,000 yuan), board secretary (300,000 to 800,000 yuan), and financial director (250,000 to 700,000 yuan) [3] Chapter 4: Remuneration Distribution - Directors' remuneration is distributed regularly, while senior management's base salary is paid monthly, with performance bonuses distributed at the end of the fiscal year [5] Chapter 5: Remuneration Adjustment and Incentives - The company may propose annual remuneration adjustments based on operational performance, industry standards, and inflation, requiring board and shareholder approval [7] - The remuneration system is designed to support the company's strategic goals and may be adjusted in response to significant changes in the economic environment [7] - Salary reductions or deductions may occur for directors and senior management under specific circumstances, such as serious violations of company policies or causing significant economic losses [7] Chapter 6: Other Provisions - The management system is subject to relevant national laws and regulations, and it becomes effective upon approval by the shareholders' meeting [9]

General Provisions - The purpose of the work guidelines is to improve the management efficiency and level of Shenzhen Jiemite Technology Co., Ltd. and to enhance the governance structure of the company, protecting the legal rights of the company and all shareholders [1][2] - The guidelines apply to the company and are binding on the company's senior management [1][2] - Senior management includes the general manager, deputy general managers, financial director, and board secretary [1][2] Appointment and Qualifications of the General Manager - The company has one general manager and several deputy general managers, with the appointment process defined by the board of directors [1][2] - The general manager's term coincides with that of the board of directors and can be reappointed [1][2] - Specific disqualifications for the general manager are outlined, including criminal convictions and financial irresponsibility [1][2] Powers and Responsibilities of the General Manager - The general manager is responsible for the daily operations and management of the company, implementing board resolutions, and reporting to the board [1][3] - The general manager has the authority to propose annual financial budgets, profit distribution plans, and other significant operational decisions [3][4] - The general manager must maintain the company's assets and ensure compliance with laws and regulations [6][7] Reporting and Accountability - The general manager is required to report on the company's operations, major contracts, and financial status to the board regularly [10][12] - A written annual report must be submitted to the board, covering business operations, financial conditions, and future plans [12][14] Performance Evaluation and Incentives - The board is responsible for organizing the performance evaluation of the general manager, linking compensation to company performance and individual achievements [26][28] - Violations of laws or negligence resulting in company losses may lead to economic penalties or legal consequences for the general manager [28][29]

Group 1 - The rules aim to standardize the decision-making process and operational procedures of the board of directors of Shenzhen Jiemite Technology Co., Ltd. [2] - The board of directors is responsible for exercising its powers according to laws, regulations, and the company's articles of association [2] - The board meetings are categorized into regular and temporary meetings, with at least one regular meeting held in each half of the year [4] Group 2 - Temporary meetings must be convened under specific circumstances, such as proposals from shareholders holding more than 10% of voting rights [5] - The proposal for a temporary meeting must include detailed information such as the proposer’s name, reasons for the proposal, and specific agenda items [5][6] - The chairman of the board is responsible for convening and presiding over the meetings [8] Group 3 - A quorum for board meetings requires the presence of more than half of the directors [5] - Directors must attend meetings in person, and if unable to do so, they must review materials and provide written opinions [8][9] - Voting at board meetings is conducted by written ballot, with options for approval, disapproval, or abstention [18] Group 4 - The board must ensure that all directors receive sufficient materials and information prior to meetings [12] - Meeting records must be accurate and include details such as the date, attendees, agenda, and voting results [27][29] - The chairman is responsible for ensuring the implementation of board resolutions and reporting on their execution in subsequent meetings [19]

General Principles - The company establishes an external guarantee management system to protect investors' interests and control external guarantee risks, ensuring asset safety and promoting stable development [2][3] - The system applies to the company and its wholly-owned and controlling subsidiaries [2] Definition and Scope of Guarantees - External guarantees refer to the company providing guarantees, asset pledges, and other forms of security for other entities or individuals, including guarantees for subsidiaries [2] - The company will not provide guarantees for its own debts or those of its subsidiaries [2] Principles and Management of Guarantees - The company will adhere to principles of equality, voluntariness, integrity, mutual benefit, and safety in providing guarantees, strictly controlling guarantee risks [2] - Guarantees will be managed uniformly, and branches are prohibited from providing external guarantees without approval [2] Approval Process for Guarantees - The company must assess the credit status of the guarantee applicant and analyze the benefits and risks before deciding on a guarantee [10] - The board of directors must thoroughly understand the financial and operational status of the guarantee applicant before approving any guarantee [12][13] Risk Control Measures - The company will require counter-guarantees from the guarantee applicant to mitigate risks and will assess the actual guarantee capacity of the counter-guarantee provider [7][10] - Guarantees exceeding 10% of the company's latest audited net assets require board approval before submission to the shareholders' meeting [19][20] Information Disclosure - The company must disclose information regarding guarantees, including total external guarantees and guarantees provided to subsidiaries, in accordance with regulatory requirements [38][39] - Any department involved in external guarantees must report to the board secretary to ensure timely information disclosure [39][40] Responsibilities and Penalties - Individuals responsible for guarantees must be held accountable for any losses resulting from violations of the guarantee management system [41][42] - The company will impose economic penalties or disciplinary actions on responsible parties who fail to perform their duties correctly [44][46]

Core Points - The article outlines the establishment of a responsibility accountability system for significant errors in the annual report disclosure of Shenzhen Jiemite Technology Co., Ltd. to enhance the quality and transparency of information disclosure [1][2] - The system aims to ensure the authenticity, accuracy, completeness, and timeliness of annual report disclosures, while also promoting internal control and accountability among responsible personnel [1][2] Summary by Sections General Principles - The system applies to major stakeholders including controlling shareholders, directors, senior management, and financial personnel involved in annual report disclosures [2] - It emphasizes strict adherence to accounting standards and internal control systems to ensure accurate financial reporting [4] Standards for Identifying Major Errors - Major errors in annual report disclosures include significant accounting errors, major omissions, and discrepancies between performance forecasts and actual results [5][6] - Specific thresholds for identifying significant accounting errors are set, such as errors affecting over 5% of total audited assets or over 10% of net profit [4][5] Responsibility Accountability Procedures - The company will pursue accountability for significant errors, which includes direct and leadership responsibilities [12][13] - Various forms of accountability measures are outlined, including corrective actions, public criticism, and potential termination of employment [14][15] Procedures for Error Recognition and Accountability - The internal audit department is responsible for collecting evidence and proposing accountability measures for significant errors in financial reporting [17][18] - The board of directors must consider the opinions of responsible individuals before making decisions on accountability [18][19] Additional Provisions - The system also applies to quarterly and semi-annual reports, ensuring consistency in accountability measures across all reporting periods [22] - The board of directors is responsible for interpreting and revising the system, which will take effect upon approval [24]

Core Viewpoint - The legal opinion letter from Zhejiang Tiance (Shenzhen) Law Firm confirms that Shenzhen Jiemite Technology Co., Ltd.'s 2024 restricted stock incentive plan adjustments and repurchase of certain restricted stocks have obtained the necessary approvals and comply with relevant regulations [2][5][10]. Group 1: Implementation of the Incentive Plan - The 2024 restricted stock incentive plan has been submitted for review and approval by the company's board of directors [5]. - The plan includes a list of initial grant recipients and has received unanimous consent from the supervisory board without any objections during the public notice period [5][6]. - The company has conducted necessary meetings to approve adjustments and repurchase of restricted stocks as part of the incentive plan [6]. Group 2: Adjustments and Repurchase Details - The repurchase price for the restricted stocks has been adjusted in accordance with the company's profit distribution plan, which involves a cash dividend of RMB 0.45 per 10 shares [6][7]. - The adjusted repurchase price for the restricted stocks is set at RMB 9.455 per share, calculated by deducting the dividend from the original grant price of RMB 9.50 [7][8]. - The repurchase involves three individuals who no longer qualify for the incentive due to resignation, with a total of 24,000 shares to be repurchased using the company's own funds [10]. Group 3: Legal Compliance and Conclusion - The legal opinion asserts that the adjustments and repurchase actions are in compliance with the relevant laws and regulations, including the Company Law and the Management Measures for Equity Incentives [8][10]. - The company is required to fulfill information disclosure obligations and complete the necessary procedures for share cancellation and capital reduction [10].

Group 1 - The company Shenzhen Jiemite Technology Co., Ltd. has announced the repurchase and cancellation of 24,000 restricted stocks due to three incentive recipients no longer qualifying for the incentive plan after leaving the company [1][2] - Following the repurchase and cancellation, the total share capital of the company will decrease from 127,976,000 shares to 127,952,000 shares, and the registered capital will similarly decrease from 127,976,000 yuan to 127,952,000 yuan [1] - The company will handle the necessary procedures for the repurchase and cancellation in accordance with the regulations of the Shenzhen Stock Exchange and the China Securities Depository and Clearing Corporation [1] Group 2 - The company has notified creditors that they have 45 days from the announcement date to request debt repayment or provide corresponding guarantees due to the reduction in registered capital [2] - Creditors must submit written requests along with relevant proof documents to the company if they wish to claim debts or guarantees [2] - Specific documentation requirements for creditors include contracts, agreements, and identification documents, depending on whether the creditor is a legal entity or an individual [2]

证券代码：300868 证券简称：杰美特 公告编号：2025-042 深圳市杰美特科技股份有限公司 一、董事会会议召开情况 深圳市杰美特科技股份有限公司（以下简称"公司"）第四届董事会第二十 次会议于 2025 年 7 月 18 日（星期五）上午以现场结合通讯表决方式在深圳市龙 华区民治街道北站社区汇德大厦 1 号楼 42 层多媒体会议室召开。会议通知已于 生主持，会议应出席董事 7 人，实际出席董事 7 人，其中独立董事刘胜洪先生、 独立董事戴伟辉先生、独立董事康晓阳先生、董事杨美华女士、董事张玉辉先生、 董事邵先飞先生以通讯方式参加会议。公司监事、高级管理人员列席了本次会议。 会议的召集和召开符合《公司法》等法律法规以及《公司章程》等有关规定， 会议合法、有效。 二、董事会会议审议情况 经与会董事充分讨论，本次会议审议并通过了以下议案： 部分限制性股票的议案》 公司 2024 年度股东大会审议通过了《关于<2024 年年度利润分配方案>的 议案》，同意公司以 126,724,300 股为基数，向全体股东以每 10 股派发人民币 据《上市公司股权激励管理办法》等法律法规、公司《2024 年限制性股票激励 计 ...

证券代码：300868 证券简称：杰美特 公告编号：2025-044 深圳市杰美特科技股份有限公司 关于调整 2024 年限制性股票激励计划回购价格 并回购注销部分限制性股票的公告 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、 误导性陈述或重大遗漏。 深圳市杰美特科技股份有限公司（以下简称"公司"或"杰美特"）于 2025 年 7 月 18 日分别召开了第四届董事会第二十次会议、第四届监事会第十四次会 议，审议通过了《关于调整 2024 年限制性股票激励计划回购价格并回购注销部 分限制性股票的议案》，有关具体情况公告如下： 一、本次激励计划已履行的相关审批程序 1、2024 年 7 月 25 日，公司分别召开了第四届董事会第十一次会议、第四 届监事会第六次会议，审议并通过了《关于公司〈2024 年限制性股票激励计划 （草案）〉及其摘要的议案》《关于公司〈2024 年限制性股票激励计划实施考 核管理办法〉的议案》《关于提请股东大会授权董事会办理公司 2024 年限制性 股票激励计划相关事宜的议案》。公司监事会对本激励计划的相关事项进行核实 并出具了核查意见，律师事务所出具了法律意见书。 ...

浙江天册（深圳）律师事务所 关于 深圳市杰美特科技股份有限公司 2024 年限制性股票激励计划调整回购价格及回购注销部分 限制性股票的 法律意见书 中国广东省深圳市南山区科发路 222 号康泰创新广场 34 层 518057 电话：0755-26907494 传真：0755-26906383 http://www.tclawfirm.com 为出具本法律意见书，本所律师根据有关法律法规的规定和本所业务规则的 要求，本着审慎性及重要性原则对公司本次调整及回购注销有关的文件资料和事 实进行了核查和验证。 对本所出具的本法律意见书，本所律师声明如下： 1. 本法律意见书的出具已得到公司如下保证：公司向本所提供的文件资料 及所作出的陈述和说明均是真实、准确、完整和有效的，且一切足以影响本法律 意见书的事实和文件均已向本所披露，无任何隐瞒或重大遗漏；公司提供的文件 资料中的所有签字及印章均是真实的，文件的副本、复印件或传真件与原件相符。 2. 本所律师依据本法律意见书出具日以前已经发生或者已经存在的事实和 国家正式公布、实施的《公司法》《证券法》《管理办法》等有关规定，并基于 对有关事实的了解和对有关规定的理解发表法律 ...