Meeting Information - The company will hold its first extraordinary general meeting of shareholders in 2025 on August 4, 2025, at 14:30 [1][2] - The meeting will utilize a combination of on-site and online voting methods [1][2] Voting Procedures - Shareholders can vote through the Shenzhen Stock Exchange trading system or the internet voting system on the same date [2][8] - The record date for shareholders eligible to attend the meeting is July 30, 2025 [2] Registration Requirements - Natural person shareholders must present their ID and shareholder account card for registration [5] - Legal entity shareholders must provide their business license and relevant identification for registration [5] Meeting Agenda - The proposals to be voted on at the meeting include specific resolutions that require a two-thirds majority for approval [4] - The results of the voting will be disclosed separately for minority investors [4] Contact Information - The company has provided contact details for inquiries related to the meeting [6][9]

Core Viewpoint - The company, Xuan Ya International Marketing Technology (Beijing) Co., Ltd., has revised its articles of association and related governance documents to enhance corporate governance and comply with new legal requirements [1]. Summary by Sections Company Articles Revision - The revision of the articles of association aims to protect the rights of the company, shareholders, and creditors, and to standardize the company's organization and behavior [1]. - The revised articles include changes to the definition of stakeholders, now including employees alongside shareholders and creditors [1]. Legal Representation - The chairman of the board is designated as the legal representative of the company [2]. - In the event of the chairman's resignation, it is considered a simultaneous resignation from the role of legal representative [3]. Liability and Responsibilities - The company assumes civil liability for actions taken by the legal representative in the course of their duties [4]. - The company is liable for its debts with all its assets, while shareholders are only liable to the extent of their subscribed shares [5]. Share Issuance and Rights - The company’s shares are to be issued on the principles of openness, fairness, and justice, ensuring equal rights for all shares of the same category [6]. - The total number of shares issued by the company is 180.454496 million, all of which are ordinary shares [8]. Capital Increase and Share Repurchase - The company can increase its capital through various means, including public offerings and stock dividends, subject to shareholder approval [9]. - The company is restricted from repurchasing its shares except under specific conditions, such as capital reduction or employee stock plans [10]. Shareholder Rights and Obligations - Shareholders have the right to receive dividends, participate in meetings, and supervise company operations [12]. - Shareholders are obligated to comply with laws and regulations, and they cannot withdraw their capital except as legally permitted [18]. Governance and Decision-Making - The company’s governance structure includes provisions for the board of directors and shareholder meetings to make key decisions regarding company operations and financial matters [23]. - Specific transactions, such as significant asset purchases or guarantees, require approval from the shareholders [25]. Control and Accountability - The controlling shareholders and actual controllers must act in accordance with laws and regulations, ensuring the protection of the company’s interests [20]. - Any misuse of control or related party transactions that harm the company or other shareholders is prohibited [21].

Core Viewpoint - The document outlines the management system for fund transactions between Xuan Ya International Marketing Technology (Beijing) Co., Ltd. and its related parties, aiming to prevent fund occupation by related parties and protect the rights of the company and its stakeholders [1][5]. Group 1: General Principles - The system is established to regulate fund transactions with controlling shareholders, actual controllers, and other related parties to avoid fund occupation and ensure compliance with relevant laws and regulations [1][2]. - The system applies to fund transactions between subsidiaries included in the company's consolidated financial statements and related parties [1]. Group 2: Types of Fund Occupation - Operating fund occupation refers to fund occupation arising from related transactions such as procurement and sales [2]. - Non-operating fund occupation includes various forms of financial support to related parties, such as paying salaries, benefits, and debts on behalf of related parties, as well as providing funds without genuine transactions [2]. Group 3: Prevention Principles and Regulations - Company directors and senior management are legally obligated to ensure the safety of company funds and must diligently perform their duties according to relevant laws and the company's articles of association [3]. - The company is prohibited from providing funds to related parties through various means, including paying expenses on behalf of related parties or providing loans without proper justification [3][4]. Group 4: Independence and Oversight - The company must maintain independence in assets, personnel, finance, and operations from related parties [4]. - The finance department is responsible for daily prevention and self-inspection of fund occupation, reporting any findings immediately [4][5]. Group 5: Audit and Reporting - The audit management department must conduct regular checks on fund occupation and report findings to the audit committee of the board [5]. - The company must disclose any fund occupation by controlling shareholders or actual controllers in its annual financial reports [5]. Group 6: Legal Obligations and Consequences - The board must take effective measures against related parties that infringe on company assets and report to regulatory authorities if necessary [5][6]. - Violations of the fund management system by directors or senior management may result in administrative penalties and civil liability [6][7]. Group 7: Implementation and Amendments - The system takes effect upon approval by the board of directors and will be amended in accordance with future legal changes [7].

Core Viewpoint - The company has established a management system to prevent the controlling shareholder and related parties from occupying company funds, ensuring compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The management system aims to prevent both operational and non-operational fund occupation by the controlling shareholder and related parties [1]. - The company’s directors and senior management have a legal obligation to safeguard the company’s financial security [1]. Group 2: Prevention Principles - The company must strictly prevent fund occupation during operational transactions with the controlling shareholder and related parties [2]. - Specific prohibited actions include providing funds for wages, benefits, or other expenses, lending funds, and issuing commercial acceptance bills without real transaction backgrounds [2][3]. Group 3: Responsibilities and Measures - The chairman of the company is the primary responsible person for preventing fund occupation [4]. - The board of directors and CEO must review and approve transactions with the controlling shareholder and related parties according to their respective authorities [4]. - The finance department is required to conduct regular checks on non-operational fund transactions and report findings [5]. Group 4: Accountability and Penalties - Directors and senior management who assist or condone fund occupation will face disciplinary actions, including potential dismissal [6]. - The company will pursue legal responsibility against those causing financial harm through fund occupation or related violations [7]. Group 5: Definitions and Applicability - The controlling shareholder is defined as a shareholder holding more than 50% of the company’s total share capital or having significant voting power [9]. - The management system will be effective upon approval by the shareholders' meeting [9].

Core Viewpoint - The document outlines the management system for the shareholding and trading of company stocks by directors and senior management of Xuan Ya International Marketing Technology (Beijing) Co., Ltd, emphasizing compliance with relevant laws and regulations to maintain market order and transparency [1][2]. Group 1: General Provisions - The system aims to strengthen the management of shares held by directors and senior management, ensuring adherence to the Company Law and Securities Law [1]. - It applies to all directors and senior management, including the CEO, vice presidents, and financial directors, who must comply with the reporting obligations regarding their shareholdings [2]. Group 2: Information Reporting and Disclosure - The company secretary is responsible for managing the data and information related to the shareholdings of directors and senior management, ensuring timely reporting to the Shenzhen Stock Exchange [5]. - Directors and senior management must report their shareholding information within specific timeframes, such as within two trading days after changes occur [6][8]. Group 3: Shareholding Changes Management - Directors and senior management must notify the company secretary of their trading plans in writing before buying or selling shares, ensuring compliance with legal and regulatory requirements [7]. - Any changes in shareholdings must be reported within two trading days, including details such as the number of shares before and after the change [8][9]. Group 4: Restrictions on Trading - Directors and senior management are prohibited from trading company shares during certain periods, such as 15 days before the annual or semi-annual report announcements [9]. - Specific conditions restrict the transfer of shares, including a limit of 25% of their total shareholdings within a year [8][10]. Group 5: Responsibilities and Penalties - Violations of the trading regulations may result in disciplinary actions, including warnings, demotions, or legal consequences, depending on the severity of the breach [35][36]. - The company is required to maintain records of any violations and report them to regulatory authorities as necessary [36].

Core Viewpoint - The document outlines the external guarantee management system of Xuan Ya International Marketing Technology (Beijing) Co., Ltd, emphasizing the need for internal control, risk prevention, and compliance with relevant laws and regulations [1][2][3]. Group 1: General Principles - The company aims to strengthen internal control over external guarantee business and standardize guarantee behavior to prevent risks [1]. - The external guarantee management system applies to the company and its controlling subsidiaries, requiring approval from the shareholders' meeting or board of directors for any external guarantees [2][3]. Group 2: Guarantee Conditions - The finance department is responsible for handling guarantee business, ensuring personnel are qualified and knowledgeable about relevant laws and regulations [5][6]. - Prior to signing a guarantee contract, a letter of intent must be drafted, accompanied by necessary documentation [7]. Group 3: Approval Process - Guarantees exceeding 10% of the latest audited net assets or total guarantees exceeding 50% require board and shareholder approval [4][5]. - Independent directors may hire accounting firms to verify the company's guarantee situation if necessary [5][6]. Group 4: Risk Management - The board must assess the financial status and creditworthiness of the guaranteed party, ensuring compliance and risk control measures are in place [6][7]. - The company only accepts specific assets as collateral and must register or notarize these assets as required by law [7][8]. Group 5: Legal Responsibilities and Disclosure - The company must adhere strictly to the established system, with penalties for violations based on the severity of the situation [9][10]. - Timely disclosure of guarantees is required, including total amounts and any significant changes in the guaranteed party's financial situation [10][11].

General Principles - The company establishes the working rules for the Chief Executive Officer (CEO) to improve its governance structure in accordance with the Company Law and its Articles of Association [2] - The working rules apply to the CEO, Vice Presidents, and the Chief Financial Officer as defined in the Articles of Association [2] Appointment and Dismissal Procedures - The CEO is appointed or dismissed by the Board of Directors for a term of three years, with the possibility of reappointment [4] - Individuals with certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities, are prohibited from serving as CEO [5][6] Qualifications for the CEO - The CEO must possess extensive theoretical and practical management knowledge, strong economic management capabilities, and relevant industry experience [3][4] - The CEO should demonstrate integrity, diligence, and a strong sense of mission [4] Responsibilities and Authority of the CEO - The CEO is responsible for daily operations, implementing Board decisions, and reporting to the Board [8] - Key responsibilities include maintaining shareholder interests, ensuring asset preservation and appreciation, and adhering to legal and regulatory requirements [8][9] Reporting and Meeting Procedures - The CEO must regularly report to the Board on significant contracts, financial performance, and operational plans [10][11] - The CEO is required to convene meetings with senior management to discuss company operations and make decisions [9][10] Performance Evaluation and Rewards - The Board's remuneration and evaluation committee assesses the CEO's performance, which influences salary and incentives [14] - The CEO may receive material rewards for outstanding performance, including cash and other forms of compensation [14] Compliance and Accountability - The CEO must adhere to legal obligations and company policies, with penalties for violations including economic sanctions or dismissal [14][15] - The CEO is accountable for any losses incurred due to mismanagement or legal infractions [14][15]

Core Viewpoint - The company intends to extend the repayment of idle raised funds and continue using them for temporary working capital to address cash flow pressures due to overdue receivables from clients [4][5][7] Fundraising Overview - The total amount raised from the issuance of A-shares is approximately 294.90 million yuan, with a net amount of about 284.34 million yuan after deducting issuance costs [3] - As of July 18, 2025, the company has utilized approximately 92.88 million yuan of the raised funds, leaving about 203.03 million yuan temporarily idle [3][4] Previous Use of Idle Funds - In July 2024, the company approved the use of up to 100 million yuan of idle funds for temporary working capital, with a usage period not exceeding 12 months [4] Current Situation of Idle Funds - The company plans to extend the repayment of 100 million yuan of idle funds for an additional 12 months due to slower-than-expected cash inflow from overdue receivables [5][6] - The extension aims to maintain operational cash flow stability and improve the efficiency of fund usage [5][6] Justification for Extension - The company emphasizes that the use of idle funds will not affect the normal implementation of fundraising projects and is necessary to meet daily operational needs [5][6] - It is estimated that this temporary use of funds could save approximately 3 million yuan in financial costs over a year, based on current bank loan rates [5] Approval Process - The proposal for extending the repayment of idle funds has been approved by the company's board of directors, supervisory board, and independent directors, ensuring compliance with relevant regulations [6][7] - The independent directors and supervisory board agree that this decision will enhance fund utilization efficiency without harming the interests of shareholders [6][7]

证券代码：300781 证券简称：因赛集团 公告编号：2025-043 广东因赛品牌营销集团股份有限公司 根据《公司章程》及公司内部制度的有关规定，经董事会提名委员会审核， 公司董事会同意解聘赖晓平先生的首席技术官职务，解聘事项自本次董事会审议 通过之日起生效。 本次董事会解聘赖晓平先生的首席技术官职务后，赖晓平先生仍在公司担任 其他职务。本次解聘事项不会对公司的经营管理产生重大影响。 赖晓平先生原定任期至 2025 年 8 月 21 日届满，截至本公告日，赖晓平先生 未持有公司股份，不存在应当履行而未履行的承诺事项。虽然赖晓平先生不再担 任公司首席技术官职务，其仍需遵守《上市公司董事、监事和高级管理人员所持 本公司股份及其变动管理规则》《深圳证券交易所上市公司自律监管指引第 18 号——股东及董事、监事、高级管理人员减持股份》《深圳证券交易所上市公司 自律监管指引第 10 号——股份变动管理》等法律法规及规范性文件的相关规定。 特此公告。 广东因赛品牌营销集团股份有限公司董事会 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没 有虚假记载、误导性陈述或重大遗漏。 广东因赛品牌营销集团股份有限公司 ...

Group 1 - The company, Qizhi Group, announced a placement agreement with Haitong International Securities Group to issue 3 million new shares at a price of HKD 106.6 per share, representing approximately 1.14% of the existing issued shares [2] - The placement price of HKD 106.6 is about 17.04% lower than the closing price of HKD 128.5 on July 15 [2] - The expected total proceeds from the placement are approximately HKD 320 million, with a net amount of about HKD 314 million, resulting in a net issuance price of HKD 104.6 per share [2] Group 2 - Qizhi Group is the largest interactive machine marketing service provider in China, focusing on the consumer goods industry [2] - The company utilizes an extensive network of AI interactive terminals across mainland China, combined with its proprietary technology-driven online platform, to provide consumers with convenient and interactive product experiences [2] - The proceeds from the placement will be used for business operations, research and development investments, and optimizing the capital structure, which will enhance the company's liquidity and financial condition [4]