深圳市捷顺科技实业股份有限公司2025年8月修订章程要点披露

Core Viewpoint - Shenzhen Jieshun Technology Industrial Co., Ltd. has revised its articles of association as of August 2025, clarifying various aspects of its organizational structure, management, and share-related matters [1] Company Basic Information - Shenzhen Jieshun Technology Industrial Co., Ltd. was registered on June 17, 1992, and transformed into a joint-stock company on April 29, 2007. It was listed on the Shenzhen Stock Exchange on August 15, 2011, with an initial public offering of 30 million shares. The registered capital is RMB 643,438,841, and the legal representative is the chairman [2] Business Purpose and Scope - The company's business purpose is "Technology creates value, returns to society." Its business projects include import and export, domestic commerce, supply and marketing, installation and maintenance of electromechanical products, investment in parking projects, construction engineering, property management, and more. Licensed operations include smart card and software development, equipment production, financial intermediary services, and construction [3] Share Issuance and Status - The company issues shares in the form of stocks, with a par value of RMB 1 per share. The total number of issued shares is 645,442,841, all of which are ordinary shares. The founders, Tang Jian and Liu Cuiying, subscribed to 42 million shares and 28 million shares, holding 60% and 40% respectively, through net asset contributions [4] Share Increase and Repurchase - The company can increase capital through various methods, including issuing shares to unspecified or specific objects, distributing bonus shares, or transferring capital reserves to share capital, as decided by the shareholders' meeting. It can also reduce registered capital and repurchase shares under specific circumstances [5] Share Transfer Restrictions - Founders' shares cannot be transferred within five years from the company's establishment. Shares issued before the public offering cannot be transferred within 36 months after the stock is listed. Directors and senior management can only transfer up to 25% of their shares annually during their tenure and are restricted from transferring shares for 36 months post-listing and for six months after leaving [6] Shareholder Rights and Obligations - The company maintains a shareholder register based on certificates provided by the securities registration and settlement institution. Shareholders have rights to dividend distribution, participation in shareholder meetings, and supervision of company operations, while also adhering to laws and the company's articles of association [7] Shareholder Meeting Authority and Operation - The shareholder meeting is the company's authority body, responsible for electing and replacing directors, approving board reports, and profit distribution plans. Annual meetings are held once a year within six months after the end of the previous fiscal year, while temporary meetings must be convened within two months under specific circumstances [8][9] Board of Directors - Directors must be natural persons and cannot hold office under certain conditions. They are elected or replaced by the shareholders' meeting for a term of three years. Directors have fiduciary and diligence obligations to the company [10] Board Composition and Authority - The board consists of nine directors, including three independent directors and one employee representative. The board is responsible for convening shareholder meetings, executing resolutions, and determining business plans. It also has specialized committees like the audit committee [11] Senior Management - Senior management includes the general manager, deputy general managers, assistants, financial officers, and board secretaries. The general manager is appointed by the board and is responsible for managing the company's operations [12] Financial Accounting and Profit Distribution - The company establishes a financial accounting system according to regulations and submits financial reports. Profit distribution requires the allocation of statutory reserves, which can be used for loss compensation, business expansion, or capital increase. The company prioritizes cash dividends while ensuring normal operations and long-term development [13][14] Mergers, Divisions, Capital Increases, Reductions, Dissolution, and Liquidation - Mergers can be through absorption or new establishment, and must follow prescribed procedures. In case of dissolution, a liquidation team is formed to handle the process, ensuring compliance with regulations [15]