证券代码：603516 证券简称：淳中科技 公告编号：2025-064 北京淳中科技股份有限公司 第四届董事会第十一次会议 决议公告 本公司董事会及全体董事保证公告内容不存在虚假记载、误导性陈述或者重大遗漏，并对其内容的真 实、准确和完整承担个别及连带责任。 一、会议召开情况 北京淳中科技股份有限公司（以下简称"公司"）第四届董事会第十一次会议于2025年12月1日以电话方 式发出会议通知，并于2025年12月4日在公司会议室以现场方式召开。本次会议应到董事6人，实际出席 并参与表决的董事6人，会议由董事长何仕达先生主持。本次会议的召集、召开及表决程序符合《公司 法》等法律、行政法规、规章、规范性文件以及《公司章程》的有关规定。 二、会议审议情况 经参会董事审议，依法表决，本次会议审议通过了以下议案： （一）审议通过《关于变更公司注册资本的议案》 鉴于公司2023年股票期权激励计划第二个行权期可行权股票期权已全部行权完毕，此次行权且在中国证 券登记结算有限责任公司上海分公司完成登记过户的股份数量合计1,426,500股，公司注册资本增加 1,426,500元，注册资本由人民币201,841,779元变更为人民 ...

Core Viewpoint - The company has disclosed its third-quarter financial report for 2025, ensuring the accuracy and completeness of the information provided [2][11]. Financial Data - The third-quarter financial report has not been audited [6]. - The company does not require retrospective adjustments or restatements of previous accounting data [3]. - There are no non-recurring profit and loss items applicable for the reporting period [3]. Shareholder Information - The company’s registered capital will increase from 110 million yuan to 110.49 million yuan, with the total number of shares rising from 110 million to 110.49 million [20][15]. - The board of directors has confirmed that the changes in registered capital and the corresponding amendments to the Articles of Association do not require further approval from the shareholders [14][23]. Board Meeting - The fourth board meeting was held on October 24, 2025, with all eight directors present, and the meeting complied with relevant laws and regulations [8]. - The board approved the third-quarter report and the proposal to change the registered capital and amend the Articles of Association [9][13].

Core Points - The registered capital of Chifeng State-owned Capital Operation (Group) Co., Ltd. has increased from approximately 1.75 billion RMB to about 1.95 billion RMB [1] - The company was established in July 2008 and is fully owned by the State-owned Assets Supervision and Administration Commission of Chifeng City [1] - The business scope includes investment activities using self-owned funds, private equity investment, and investment management [1]

Group 1 - The company held its second supervisory board meeting on September 16, 2025, with all three supervisors present, confirming the legality of the meeting [2][4]. - The supervisory board approved the proposal to cancel the supervisory board and amend the company's articles of association, transferring the supervisory duties to the audit committee [3][5]. - The proposal to cancel the supervisory board requires approval from the shareholders' meeting [5]. Group 2 - The company convened its second board meeting on September 16, 2025, with all seven directors present, ensuring compliance with legal and regulatory requirements [9]. - The board approved a proposal to change the registered capital from RMB 88 million to RMB 88.774 million due to the completion of the first batch of restricted stock incentive plan [10]. - The board also approved the cancellation of the supervisory board and the amendment of the articles of association, with the same requirement for shareholder approval [13][15]. - A proposal was made to hold the second extraordinary shareholders' meeting on October 9, 2025 [19][21]. Group 3 - The second extraordinary shareholders' meeting will take place on October 9, 2025, at 14:30, with both onsite and online voting options available [24][25]. - Shareholders must register to attend the meeting, with specific documentation required for both individual and corporate shareholders [30][31].

Meeting Details - The third extraordinary general meeting of shareholders for 2025 will be held on September 29, 2025, at 14:00 in Guangzhou [2] - The meeting will be convened by the board of directors, and voting will be conducted through a combination of on-site and online methods [2] - The on-site meeting will take place at the conference room on the first floor of Building T2, No. 668, Jingshan Avenue East, Panyu District, Guangzhou [2] Voting Procedures - The online voting system will be the Shanghai Stock Exchange's shareholder meeting online voting system, available on the same day from 9:15 to 15:00 [3][5] - Specific voting procedures for margin trading, transfer, and other related accounts must comply with relevant regulations [4] - Shareholders can vote through either the trading system or the internet voting platform, with identity verification required for first-time users [7] Shareholder Participation - Shareholders registered by the close of trading on the registration date are entitled to attend the meeting and may appoint a proxy to vote on their behalf [11] - The meeting is expected to last half a day, and attendees will bear their own travel and accommodation costs [14] Capital Changes and Corporate Governance - The company has approved a change in registered capital from 10,463,957,657 shares to 10,197,065,900 shares, and the registered capital will be adjusted accordingly [18] - The company will cancel its supervisory board, with responsibilities transferred to the audit committee, and relevant rules will be abolished [18]

Core Points - The company held the 17th meeting of the 7th Supervisory Board on August 26, 2025, to review various proposals [1] - The Supervisory Board approved the 2025 semi-annual report, confirming compliance with legal and regulatory requirements [1][2] - The board also reviewed the risk assessment report of China Merchants Group Finance Co., which accurately reflects the company's risk status [2] - The profit distribution plan for the first half of 2025 was approved, emphasizing reasonable returns for investors and long-term development [2] - The company decided to reduce its registered capital by 69,267,851 yuan due to the repurchase and cancellation of shares [2][3] - A proposal for purchasing domestic self-use office property was approved, adhering to fair pricing principles [3] - The board agreed to abolish the Supervisory Board and its rules, pending shareholder approval [4] - Amendments to the company's articles of association were also approved [4] Summary by Sections Meeting Overview - The meeting was convened in accordance with relevant laws and regulations, with all supervisory board members present [1] Financial Reports - The 2025 semi-annual report was reviewed and deemed compliant with regulatory standards, accurately reflecting the company's operational and financial status [1][2] Risk Assessment - The risk assessment report from China Merchants Group Finance Co. was approved, confirming the necessary procedures were followed [2] Profit Distribution - The profit distribution plan was approved, aligning with the company's three-year shareholder return plan and promoting sustainable development [2] Capital Changes - The registered capital was reduced by 69,267,851 yuan, resulting in a new total of 8,074,538,502 yuan [2][3] Related Transactions - The proposal for purchasing domestic office property was approved, ensuring compliance with fair pricing standards [3] Governance Changes - The decision to abolish the Supervisory Board and its rules was made, pending approval from the shareholders [4] - Amendments to the company's articles of association were approved [4]

Group 1 - The company has approved a proposal to change its registered capital and amend its Articles of Association during the board meeting held on August 27, 2025, which will be submitted for shareholder approval [1][2] - The company will repurchase and cancel a total of 84,280 restricted shares due to the failure to meet performance conditions for the 2021 incentive plan, reducing the total share capital from 167,692,391 shares to 167,608,111 shares [1][2] - The registered capital will be adjusted from RMB 167,692,391.00 to RMB 167,608,111.00 following the cancellation of the shares [1][2] Group 2 - The amendments to the Articles of Association are aimed at improving corporate governance and compliance with relevant laws and regulations, including the Company Law and the Shenzhen Stock Exchange rules [2][3] - Specific changes include the definition of the legal representative and the responsibilities associated with civil activities conducted in the company's name [3][4] - New provisions have been added to clarify the company's liability in civil activities conducted by the legal representative and the conditions under which the company can seek recourse against the representative for damages [3][4]

Core Points - The company is holding its third extraordinary general meeting of shareholders in 2025 to discuss changes in registered capital, business address, and amendments to the Articles of Association [1][6][10] Group 1: Meeting Procedures - The meeting will ensure the verification of attendees' identities to maintain order and efficiency [1] - Attendees must arrive on time for registration, as latecomers will not be allowed to participate in voting [2] - Shareholders have the right to speak, inquire, and vote during the meeting, but must adhere to the rules to avoid disrupting proceedings [2][3] Group 2: Agenda and Proposals - The main agenda item is the proposal to change the company's registered capital and business address, as well as to amend the Articles of Association [6][10] - The company plans to increase its total share capital from 105,609,735 shares to 148,049,102 shares, reflecting a capital increase through a stock dividend distribution [6][7] - The new business address will be updated to "No. 20, Yindong Road, Zhangjiang Town, Pudong New District, Shanghai" [8][9] Group 3: Amendments to Articles of Association - The Articles of Association will be revised to reflect the changes in registered capital and business address [9] - Specific amendments include updating the registered capital from RMB 105,609,735 to RMB 148,049,102 and changing the company address accordingly [9]

Meeting Information - The second extraordinary general meeting of shareholders for 2025 will be held on September 12, 2025, at 14:00 [1] - The meeting will be conducted using a combination of on-site and online voting methods [1] - The location for the on-site meeting is the conference room on the 5th floor of the company at 1487 Hu-Hang Highway, Fengxian District, Shanghai [1] Voting Procedures - Online voting will be available through the Shanghai Stock Exchange's shareholder meeting voting system from 09:15 to 15:00 on the day of the meeting [2] - The company will provide a reminder service for small and medium-sized investors to ensure they can participate and vote [2] - Shareholders can vote via the trading system or the internet voting platform, with specific instructions provided for first-time users [5][6] Meeting Agenda - The meeting will review a proposal to change the company's registered capital and amend the Articles of Association, which has been approved by the board of directors [4] - There are no related shareholders that need to abstain from voting on the proposal [5] Attendance Requirements - Only shareholders registered by the close of trading on September 9, 2025, are eligible to attend the meeting [6] - Shareholders can appoint a proxy to attend and vote on their behalf, and the proxy does not need to be a shareholder [6] Registration Details - Registration for the meeting will take place on September 10, 2025, from 09:00 to 17:00 [7] - Shareholders can register via fax, mail, or email, but must provide necessary identification and proof of shareholding [9] Additional Information - The meeting is expected to last half a day, and attendees are responsible for their own travel and accommodation expenses [10] - Contact information for the company is provided for any inquiries regarding the meeting [10]

Core Points - The company is holding its first extraordinary general meeting of shareholders in 2025 on September 10, 2025, at 14:30 in Hangzhou, Zhejiang Province [1] - The agenda includes three proposals: cancellation of the supervisory board and amendment of the company’s articles of association, change of registered capital and amendment of the articles of association, and formulation, revision, and abolition of certain management systems [1][4] Proposal Summaries - **Proposal 1**: The company proposes to cancel the supervisory board and amend the articles of association, transferring the supervisory board's powers to the audit committee of the board of directors. This change is based on relevant laws and regulations, and the amendments will take effect upon approval by the market supervision administration [5][6] - **Proposal 2**: The company plans to change its registered capital following the approval of a profit distribution plan and capital reserve transfer to increase share capital. The total share capital will increase to 615,762,075 shares, with a registered capital of 615,762,075 yuan after the distribution of cash dividends and capital reserve conversion [6][7] - **Proposal 3**: The company aims to revise, formulate, and abolish certain management systems to enhance corporate governance, in accordance with relevant laws and regulations [8]