2024
688169
2025
2024
2024
2024
Proposal 1: "Proposal on < 2024 Annual Report on the Work of the Board of Directors>
Proposal 2: "Proposal on < > of the Work Report of the Board of Supervisors in 2024"
Proposal 3: "Proposal on < 2024 Annual Report > and its Summary"
Proposal 4: "Proposal on < > of the 2024 Annual Financial Accounts Report"
Proposal 5: "Proposal on the Remuneration of Directors"
Proposal 6: "Proposal on the Remuneration of Supervisors"
Proposal 7: "Proposal on the 2024 Annual Profit Distribution Plan and the Plan for Converting Capital Reserve into Share Capital"
Proposal 8: "Proposal on Amending <公司章程>and Partially Governing the System and Handling the Registration of Industrial and Commercial Changes"
Proposal 9: "Proposal on the Addition of Independent Directors"
Proposal 10: "Proposal on Using Part of the Over-raised Funds, Surplus Funds and Own Funds to Build New Raised Funds Investment Projects"
Listen: "2024 Independent Directors Report of Beijing Stone Century Technology Co., Ltd."
2024
In order to safeguard the legitimate rights and interests of all shareholders, ensure the normal order and efficiency of the shareholders' meeting, and ensure the smooth progress of the meeting, in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Rules of the Shareholders' Meeting of Listed Companies of the China Securities Regulatory Commission, and the Articles of Association of Beijing Stone Century Technology Co., Ltd. (hereinafter referred to as the "Articles of Association") The relevant provisions of the Rules of Procedure for the General Meeting of Shareholders of Beijing Stone Century Technology Co., Ltd. are hereby formulated to be the following instructions for the 2024 Annual Shareholders' Meeting:
1. In order to confirm the attendance qualifications of shareholders or their agents or other attendees attending the meeting, the meeting staff will conduct the necessary verification of the identity of the participants attending the meeting, and ask the checked person to cooperate.
2. In order to ensure the seriousness and normal order of the general meeting and effectively safeguard the legitimate rights and interests of shareholders, shareholders attending the meeting or their agents or other attendees are requested to arrive at the venue on time to sign in to confirm their qualifications.
3. The meeting shall deliberate and vote on the motions in the order listed in the notice of the meeting.
4. Shareholders and their representatives participate in the shareholders' meeting and enjoy the right to speak, question and vote in accordance with the law. Shareholders and their representatives participating in the shareholders' meeting shall conscientiously perform their statutory obligations, shall not infringe upon the legitimate rights and interests of the company and other shareholders and shareholders' representatives, and shall not disturb the normal order of the shareholders' meeting.
5. Shareholders and their representatives who request to speak shall speak only with the permission of the presiding officer of the meeting in accordance with the agenda of the meeting. If more than one shareholder and the shareholder's representative request to speak at the same time, the one who raises his hand first shall speak; If the presiding officer cannot be determined, the moderator shall designate the speaker. Only shareholders and shareholders' proxies will be accepted to speak or ask questions during the meeting. Shareholders and shareholders' representatives should speak or ask questions around the topic of the meeting, concise and to the point, and the time should not exceed 5 minutes in principle.
6. When shareholders and shareholders' representatives request to speak, they shall not interrupt the report of the meeting rapporteur or the speeches of other shareholders and shareholders' representatives, and shareholders and shareholders' representatives shall not speak when voting at the shareholders' meeting. If the shareholders and their representatives violate the above provisions, the presiding officer has the right to refuse or stop them.
7. The moderator may arrange for the company's directors, supervisors and senior managers to answer the questions raised by shareholders. The moderator or his/her designated personnel have the right to refuse to answer questions that may disclose the company's trade secrets and/or insider information and damage the common interests of the company and shareholders.
8. Shareholders and their representatives attending the shareholders' meeting shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain. Votes that are not filled, filled in incorrectly, illegible, or not cast are deemed to have waived the voting rights of the voter, and the voting results of the shares held by the voter shall be counted as "abstention".
9. The shareholders' meeting adopts a combination of on-site voting and online voting, and issues an announcement on the resolution of the shareholders' meeting in combination with the voting results of on-site voting and online voting.
10. In order to ensure the seriousness and normal order of the shareholders' meeting, the company has the right to refuse other personnel to enter the meeting venue in accordance with the law, except for shareholders and shareholders' representatives, directors, supervisors, senior executives, lawyers hired and persons invited by the board of directors.
11. The meeting was witnessed and issued by the practicing lawyers of the law firm hired by the company.
12. During the meeting, participants should pay attention to maintaining the order of the venue, do not move around at will, adjust the mobile phone to mute state, and the participants should leave the venue after the shareholders' meeting without special reasons.
13. The Company does not distribute gifts to shareholders attending shareholders' meetings, and is not responsible for arranging accommodations for shareholders attending shareholders' meetings, so as to treat all shareholders equally.
14. For the specific content of the registration method and voting method of this shareholders' meeting, please refer to the Notice of Beijing Stone Century Technology Co., Ltd. on Convening the 2024 Annual Shareholders' Meeting disclosed by the company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on April 4, 2025 and the "China Securities Journal", "Shanghai Securities News", "Securities Times" and "Securities Daily".
2024
1. The form of the meeting
The shareholders' meeting was held by a combination of on-site voting and online voting
2. The date, time and place of the on-site meeting
Date and time: April 25, 2025 14:30
Venue: Conference Room of Stone Science and Technology Building, Building 3, Yard 17, Anju Road, Changping District, Beijing
3. The system, start and end dates and voting time of online voting
Online voting system: the online voting system of the general meeting of shareholders of the Shanghai Stock Exchange
Online voting starts and ends from April 25, 2025 to April 25, 2025
Using the online voting system of the Shanghai Stock Exchange, the voting time through the voting platform of the trading system is the trading time of the day of the shareholders' meeting, that is, 9:15-9:25, 9:30-11:30, 13:00-15:00, and the voting time through the Internet voting platform is 9:15-15:00 on the day of the shareholders' meeting.
4. On-site meeting agenda:
(1) Participants sign in and shareholders register
(2) The presiding officer of the meeting announced the opening of the 2024 annual shareholders' meeting of Beijing Stone Century Technology Co., Ltd
begin
(3) The presiding officer of the meeting announces the number of shareholders and the number of shares represented at the on-site meeting, and introduces the on-site meeting
Attendees and attendees
(4) To deliberate the following motions
Proposal 1: "Proposal on < 2024 Annual Report on the Work of the Board of Directors>
Proposal 2: "Proposal on < > of the Work Report of the Board of Supervisors in 2024"
Proposal 3: "Proposal on < 2024 Annual Report > and its Summary"
Proposal 4: "Proposal on < > of the 2024 Annual Financial Accounts Report"
Proposal 5: "Proposal on the Remuneration of Directors"
Proposal 6: "Proposal on the Remuneration of Supervisors"
Proposal 7: "Proposal on the 2024 Annual Profit Distribution Plan and the Plan for Converting Capital Reserve into Share Capital"
Proposal 8: "Proposal on Amending <公司章程>and Partially Governing the System and Handling the Registration of Industrial and Commercial Changes"
Proposal 9: "Proposal on the Addition of Independent Directors"
Proposal 10: "Proposal on Using Part of the Over-raised Funds, Surplus Funds and Own Funds to Build New Raised Funds Investment Projects"
Listen: "2024 Independent Directors Report of Beijing Stone Century Technology Co., Ltd."
(5) Shareholders or shareholder representatives make speeches and ask questions, and directors, supervisors and senior executives make explanations and explanations
(6) The shareholders' meeting deliberates and approves the voting method to elect scrutineers and tellers
(7) Shareholders or shareholder representatives vote on each proposal item by item and fill in the voting ballot
(8) Read out the voting notes and on-site voting
(9) The presiding officer of the meeting announces the results of the on-site voting
(10) The witness lawyer issues the witness opinion of the shareholders' meeting
(11) End of the on-site meeting.
Dear Shareholders and Shareholders' Representatives,
In accordance with the Articles of Association, the Rules of Procedure of the Board of Directors of Beijing Stone Century Technology Co., Ltd., the Working System of Independent Directors of Beijing Stone Century Technology Co., Ltd. and other relevant rules and regulations, the Board of Directors of the Company has prepared the 2024 Annual Report of the Board of Directors of Beijing Stone Century Technology Co., Ltd. For details, please refer to the "2024 Annual Report of the Board of Directors of Beijing Stone Century Technology Co., Ltd." disclosed by the Company on the official website of the Shanghai Stock Exchange (www.sse.com.cn) on April 4, 2025.
The above proposals have been deliberated and passed by the fourth meeting of the third board of directors of the company, and are now submitted to the shareholders' meeting for consideration.
Dear Shareholders and Shareholders' Representatives,
In accordance with the requirements of the Company Law, the Securities Law, the Articles of Association and the Rules of Procedure of the Board of Supervisors of Beijing Stone Century Technology Co., Ltd., the Board of Supervisors of the Company has prepared the Work Report of the Board of Supervisors of Beijing Stone Century Technology Co., Ltd. in 2024. For details, please refer to the "2024 Annual Report of the Board of Supervisors of Beijing Stone Century Technology Co., Ltd." disclosed by the company on the official website of the Shanghai Stock Exchange (www.sse.com.cn) on April 4, 2025.
The above proposals have been deliberated and passed by the fourth meeting of the third board of supervisors of the company, and are now submitted to the shareholders' meeting for consideration.
Dear Shareholders and Shareholders' Representatives,
In accordance with the relevant provisions of laws, regulations and the Articles of Association of the Company issued by the China Securities Regulatory Commission, such as the Rules for the Preparation of Information Disclosure of Companies Offering Securities to the Public No. 15 - General Provisions on Financial Reporting, the Guidelines for the Content and Format of Information Disclosure of Companies Offering Securities to the Public No. 2 - Content and Format of Annual Reports, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board No. 7 - Annual Report Related Matters, and the relevant provisions of the Articles of Association, combined with the actual situation of the company, the Beijing Stone Century Technology Co., Ltd. 2024 Annual Report" and its summary, please refer to the "2024 Annual Report of Beijing Stone Century Technology Co., Ltd." and the "Summary of 2024 Annual Report of Beijing Stone Century Technology Co., Ltd." disclosed by the Company on the official website of the Shanghai Stock Exchange (www.sse.com.cn) on April 4, 2025.
The above proposals have been deliberated and passed by the fourth meeting of the third board of directors and the fourth meeting of the third board of supervisors of the company, and are now submitted to the shareholders' meeting for consideration.
Dear Shareholders and Shareholders' Representatives,
In accordance with relevant laws, regulations, normative documents and the Articles of Association, the company has prepared the "2024 Annual Financial Accounts Report of Beijing Stone Century Technology Co., Ltd.", the specific content of which is detailed in the "Financial Final Accounts Report of Beijing Stone Century Technology Co., Ltd." disclosed by the Company on the official website of the Shanghai Stock Exchange (www.sse.com.cn) on April 4, 2025.
The above proposals have been deliberated and passed by the fourth meeting of the third board of directors and the fourth meeting of the third board of supervisors of the company, and are now submitted to the shareholders' meeting for consideration.
Dear Shareholders and Shareholders' Representatives,
It is confirmed that the remuneration/allowances of the directors of the Company in 2024 are as follows:
Name Position Total pre-tax salary/allowance in 2024 (10,000 yuan)
Chang Jing Chairman and General Manager 320.00
Sun Jia Director, Secretary of the Board of Directors 143.93
Wu Qi Employee Representative Director 18.71
Zhang Ruimin (outgoing) Director 129.13
Huang Yijian (outgoing) Independent Director 8.00
Jiang Yujie (outgoing) Independent Director 8.00
Total 627.77
In order to improve and standardize corporate governance, in accordance with the "Company Law", "Code of Governance of Listed Companies", "Articles of Association" and other relevant provisions, the company intends to formulate the company's 2025 director remuneration plan as follows based on its own development, operating performance, job responsibilities and other factors:
Non-independent directors of the Company do not receive director's remuneration from the Company; Agreed to the standard plan of the company's independent director allowance: the independent director allowance is 80,000 yuan/year.
The above proposals were deliberated at the fourth meeting of the third session of the board of directors, and all directors abstained from voting because they involved the interests of all directors. It is now submitted to the shareholders' meeting for deliberation.
Dear Shareholders and Shareholders' Representatives,
It has been confirmed that the remuneration of the company's supervisors in 2024 is as follows:
Name Position Total pre-tax remuneration in 2024 (10,000 yuan)
Xie Haojian, Chairman of the Board of Supervisors, Employee Representative Supervisor 294.82
Jiang Haifeng, non-employee representative supervisor 103.24
Li Qiong, non-employee representative supervisor 72.3
Total 470.36
In order to improve and standardize corporate governance, in accordance with the "Company Law", "Code of Governance of Listed Companies", "Articles of Association" and other relevant provisions, the company intends to formulate the company's 2025 supervisor remuneration plan as follows based on its own development, business performance, job responsibilities and other factors:
According to the specific management positions held by the company's supervisors, the company's supervisors shall receive remuneration according to the company's relevant remuneration and performance appraisal management system, and the supervisors will not receive additional allowances.
The above proposals have been deliberated at the fourth meeting of the third board of supervisors of the company, and all supervisors have abstained from voting because they involve the interests of all supervisors. It is now submitted to the shareholders' meeting for deliberation.
Dear Shareholders and Shareholders' Representatives,
The company's 2024 profit distribution plan is reported as follows:
As of December 31, 2024, the undistributed profit at the end of the interim period of the company's parent company's financial statements was RMB4,655,272,071, and the company's net profit attributable to shareholders of the company in 2024 was RMB1,976,563,235 (consolidated statement).
In 2024, the company intends to distribute profits based on the total share capital registered on the record date of the implementation of equity distribution after deducting the number of shares in the company's special repurchase account. The profit distribution plan and the capital reserve conversion plan are as follows:
1. Based on the total share capital registered on the equity record date of equity distribution after deducting the number of shares in the company's special repurchase account, it is proposed to distribute a cash dividend of 1.07 yuan (tax included) per share to all shareholders. As of April 2, 2025, the company's total share capital is 184,723,148 shares, and the number of shares participating in the distribution of shares after deducting the balance of 17,264 shares in the current repurchase account is 184,705,884 shares, which is calculated as a total cash dividend of 197,635,295.88 yuan (tax included), and the amount of share repurchase that has been implemented in 2024 with cash as consideration and centralized bidding is 27,539,668.45 yuan (excluding stamp duty, transaction commissions and other transaction costs) The total amount of cash dividends and repurchases was 225,174,964.33 yuan, accounting for 11.39% of the net profit attributable to shareholders of the company in 2024. Among them, the amount of repurchase and cancellation of shares (hereinafter referred to as "repurchase and cancellation") with cash as consideration and centralized bidding method was 0 yuan, and the total amount of cash dividends and repurchase and cancellation was 197,635,295.88 yuan, accounting for 10.00% of the net profit attributable to shareholders of the company for the year.
2. The company intends to use the capital reserve to increase 4 shares for every 10 shares to all shareholders. As of April 2, 2025, the company's total share capital is 184,723,148 shares, and after deducting the current share balance of 17,264 shares in the repurchase account, a total of 184,705,884 shares will be converted, with a total of 73,882,354 shares, and the company's total share capital will increase to 258,605,502 shares after the conversion. (The total share capital of the company is subject to the final registration results of China Securities Depository and Clearing Corporation Shanghai Branch, and if there is a penny difference, it is due to rounding).
The company holds 17,264 shares of the company through the repurchase special account (as of April 2, 2025), and does not participate in the profit distribution and capital reserve conversion to share capital. For example, during the period from the date of disclosure of the announcement of the profit distribution plan to the registration date of the implementation of equity distribution, the shares will be granted back due to the conversion of convertible bonds into shares/repurchase of shares/equity incentives
If there is a change in the total share capital of the company due to the purchase and cancellation/material asset restructuring, share repurchase and cancellation, etc., the company will make corresponding adjustments to the amount of cash dividends per share and the total amount of converted share capital in accordance with the principle of maintaining the total distribution amount unchanged and the conversion ratio unchanged, and the specific adjustment will be announced separately. At the same time, the shareholders' meeting is requested to authorize the board of directors of the company to implement the above-mentioned profit distribution plan and the plan for converting capital reserve into share capital, and authorize the board of directors to change the registered capital in a timely manner according to the implementation results, amend the relevant provisions of the articles of association and go through the relevant industrial and commercial change registration procedures.
The Company's profit distribution plan does not involve other risk warnings that may be subject to other risk warnings as stipulated in Article 12.9.1, Paragraph 1 (8) of the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange. For details, please refer to the "Announcement of Beijing Stone Century Technology Co., Ltd. 2024 Annual Profit Distribution Plan and Capital Reserve Conversion to Share Capital Plan" disclosed by the company on the official website of the Shanghai Stock Exchange (www.sse.com.cn) on April 4, 2025.
The above proposals have been deliberated and passed by the fourth meeting of the third board of directors and the fourth meeting of the third board of supervisors of the company, and are now submitted to the shareholders' meeting for consideration.
Dear Shareholders and Shareholders' Representatives,
1. Amendments to the Articles of Association
In order to improve the level of standardized operation and combine the actual governance needs, the Company intends to amend some articles of the Articles of Association as follows:
No. Pre-Amendment Terms Revised Terms
1 Article 106 The Board of Directors shall consist of 5 Directors Article 106 The Board of Directors shall consist of 6 Directors
2 independent directors. 3 are independent directors.
Except for the above amendments, the other provisions of the Articles of Association remain unchanged. The revised Articles of Association will be disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
At the same time, the board of directors of the company also proposes to the shareholders' meeting to authorize the management of the company or its authorized representative to handle the industrial and commercial change registration and the filing of the articles of association and other related matters, and the above changes are subject to the final approval of the industrial and commercial registration authority.
2. Revision of the Rules of Procedure of the Board of Directors
In view of the above-mentioned changes in the number of directors of the company, in accordance with the relevant provisions of the Company Law and other laws and regulations and the articles of association, the company has revised the corresponding provisions of the rules of procedure of the board of directors, and the specific amendments are as follows:
Preamble Pre-Amendment Terms Revised Terms
number
Article 3 The board of directors of the company is composed of 5 directors, and Article 3 The board of directors is composed of 6 directors
1 Among them, there are 2 independent directors. The Board of Directors consists of 3 independent directors among the chairmen. The Board of Directors has Chairman 1
1, the chairman of the board of directors shall be the name of all directors, and the chairman of the board of directors shall be the name of all directors
Elected by a majority of the votes. Elected by a majority of the votes.
Except for the amendments to the above provisions, the other provisions of the original Rules of Procedure of the Board of Directors remain unchanged. The revised Rules of Procedure of the Board of Directors were disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
The above proposals have been deliberated and passed by the fourth meeting of the third board of directors of the company, and are now submitted to the shareholders' meeting for consideration.
Dear Shareholders and Shareholders' Representatives,
In order to improve the level of internal governance and standardized operation of the company, combined with the actual development needs of the company, the company plans to add one independent director. In accordance with the relevant provisions of laws and regulations such as the Measures for the Administration of Independent Directors of Listed Companies, the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, and the relevant provisions of the Articles of Association, the Company held the fourth meeting of the third session of the Board of Directors on April 2, 2025, and deliberated and passed the Proposal on the Addition of Independent Directors. The Board of Directors agreed to nominate Ms. Ma Lijun as a candidate for independent director of the third session of the Board of Directors of the Company, and the term of office shall be from the date of deliberation and approval of the shareholders' meeting to the date of expiration of the term of the third session of the Board of Directors of the Company (please refer to Appendix 1 for details of resume). Ms. Ma Lijun, an independent director candidate, has obtained the qualification certificate of independent director of listed companies. For details, please refer to the "Announcement of Beijing Stone Century Technology Co., Ltd. on the Addition of Independent Directors" disclosed by the Company on the official website of the Shanghai Stock Exchange (www.sse.com.cn) on April 4, 2025.
The above proposals have been deliberated and passed by the fourth meeting of the third board of directors of the company, and are now submitted to the shareholders' meeting for consideration.
Dear Shareholders and Shareholders' Representatives,
With the advancement of machine vision, sensor technology and Internet of Things technology, the functions of cleaning robots are constantly optimized and upgraded. At the same time, the wave of consumption upgrading has prompted consumers at home and abroad to put forward higher and higher requirements for the interaction ability, path planning, self-cleaning function, and ease of use of intelligent cleaning robot products; In addition, major enterprises in the industry continue to carry out technology development and technology upgrading in terms of interaction and cleaning.
In order to enhance the company's core competitiveness and ensure the company's competitive advantage, based on business development needs, the company plans to invest RMB 668,327,200 in the "R&D project of intelligent interaction and deep cleaning technology of a new generation of intelligent sweeping robots" (hereinafter referred to as the "investment project"). Among them, it is planned to use the over-raised funds of the company's initial public offering and raised funds of 250.3253 million yuan, as well as the surplus funds (as of February 28, 2025, the interest income of the raised funds corresponding to the surplus funds is 118.4972 million yuan), and the specific amount invested by the surplus funds is subject to the bank interest balance on the day of the transfer of funds, and the insufficient part is used the company's own funds. The construction period of this investment project is planned to be 1 year, and the final construction situation shall prevail. The project is implemented by Beijing Stone Century Technology Co., Ltd. and its wholly-owned subsidiaries Beijing Stone Innovation Technology Co., Ltd., Beijing Stone Innovation Technology Co., Ltd. Shanghai Branch, Stone Century Hong Kong Co., Ltd., and Huizhou Stone Intelligent Manufacturing Technology Co., Ltd. For details, please refer to the "Announcement of Beijing Stone Century Technology Co., Ltd. on Using Part of the Over-raised Funds, Surplus Funds and Own Funds to Build New Raised Funds Investment Projects" disclosed by the Company on the official website of the Shanghai Stock Exchange (www.sse.com.cn) on April 4, 2025.
The above proposals have been deliberated and passed by the fourth meeting of the third board of directors and the fourth meeting of the third board of supervisors of the company, and are now submitted to the shareholders' meeting for consideration.
Appendix 1: Biography of independent director Ma Lijun
Ma Lijun, female, born in 1990, Chinese nationality, doctoral degree, no right of permanent residence abroad. Since August 2017, he has been teaching at the University of International Business and Economics, and is currently an associate professor and doctoral supervisor at the University of International Business and Economics.
Up to now, Ms. Ma Lijun does not hold any shares of the Company; There is no relationship with the company's controlling shareholders, actual controllers, shareholders holding more than 5% of the company's shares, and other directors, supervisors, and senior managers, and there is no circumstance that the company is not allowed to serve as a director of the company under the Company Law, and there is no situation that has been determined by the China Securities Regulatory Commission to be a person prohibited from entering the market and is still in the prohibition period, nor has it been publicly determined by the stock exchange to be unsuitable for serving as a director of a listed company, and has not been punished and punished by the China Securities Regulatory Commission, the stock exchange and other relevant departments. They are not judgment defaulters announced by the Supreme People's Court, and meet the requirements of the Company Law and other relevant laws, regulations, and provisions.
Ticker Name
Percentage Change
Inclusion Date