Core Points - The article outlines the fundraising management system of Qijing Machinery Co., Ltd, emphasizing the need for proper use and management of raised funds to protect investors' rights and enhance operational efficiency [1][2][3] Fundraising Management Principles - The funds raised are defined as money obtained through the issuance of stocks or other equity-like securities, excluding funds raised for employee stock ownership plans [1] - The company must use the raised funds specifically for their intended purposes, adhering to national industrial policies and legal regulations, and primarily for core business activities [1][2] - The board of directors is responsible for monitoring the management and usage of the raised funds to mitigate investment risks and enhance fund utilization efficiency [2][3] Fund Storage and Management - The company is required to open a dedicated account for the raised funds in a commercial bank, ensuring that these funds are managed and utilized exclusively for their intended purposes [3][4] - If the company has multiple rounds of financing, separate accounts must be established for each round [3] - A tripartite supervision agreement must be signed with the underwriter or independent financial advisor and the commercial bank within one month of the funds being received [4][5] Fund Usage Guidelines - The company must follow a strict approval process for using the raised funds, ensuring that all expenditures align with the investment plans outlined in the issuance documents [6][7] - Funds should primarily be used for core business operations, and any significant changes to the usage plan must be disclosed promptly [7][8] - The company is prohibited from using the raised funds for financial investments or providing funds to controlling shareholders or related parties [7][8] Reporting and Disclosure - The company must disclose the actual usage of the raised funds, including any changes in investment plans, within two trading days of such changes [14][15] - A special report on the management and usage of the raised funds must be prepared and disclosed semi-annually, detailing compliance and any discrepancies in investment progress [29][30] Accountability and Compliance - The financial department is responsible for daily supervision of the raised funds, maintaining detailed records of all transactions [17][18] - Any violations of the fundraising management system may result in disciplinary actions against responsible personnel [31][32] - The board of directors must ensure ongoing compliance with the fundraising management regulations and report any significant issues to the relevant authorities [19][20]

Core Viewpoint - The document outlines the management system for related party transactions of Qijing Machinery Co., Ltd, emphasizing the need for legality, necessity, reasonableness, and fairness in such transactions to protect the rights of the company and its shareholders [1][2]. Group 1: General Principles - The company aims to regulate related party transactions to ensure their legality and fairness, following relevant laws and regulations [1]. - Related party transactions should be priced fairly, with compliance in decision-making processes and information disclosure [2]. - Transactions with controlling shareholders or actual controllers must adhere to principles of equality, voluntariness, equivalence, and compensation [1][2]. Group 2: Identification of Related Parties - Related parties include both legal entities and natural persons that have control or significant shareholding in the company [6][7]. - Specific criteria are established to identify related legal entities and natural persons, including those holding more than 5% of shares [6][7][8]. Group 3: Reporting and Disclosure - The board of directors' audit committee is responsible for overseeing related party transaction controls and management [2]. - Related party transactions must be disclosed in both temporary and periodic reports, adhering to the stock exchange's rules [2][5]. - The company must maintain a list of related parties and their relationships, updating it regularly [5][12]. Group 4: Decision-Making Procedures - Transactions exceeding certain monetary thresholds require board and shareholder approval, with specific amounts set for natural and legal persons [19][20]. - Independent directors must review related party transactions, ensuring that related directors abstain from voting [31][32]. Group 5: Pricing and Fairness - Related party transactions must be conducted under written agreements that specify pricing policies, ensuring that prices are fair and reflect market conditions [34][36]. - Various pricing methods are outlined, including cost-plus and comparable market prices, to ensure fairness in transactions [36][37]. Group 6: Special Provisions for Daily Transactions - Daily related party transactions must follow specific decision-making and disclosure obligations, with provisions for estimating total transaction amounts [52][54]. - Agreements for daily transactions exceeding three years must undergo re-evaluation and approval every three years [59]. Group 7: Exemptions from Disclosure - Certain transactions, such as those providing unilateral benefits without obligations, may be exempt from standard disclosure requirements [64][65]. - Transactions involving state secrets or commercial secrets may also be exempt from disclosure under specific conditions [66][67].

General Principles - The rules aim to standardize the decision-making process and operational procedures of the board of directors of Ruikang Pharmaceutical Group Co., Ltd. to enhance effective governance and scientific decision-making [2][3] - The board is accountable to the shareholders' meeting and must operate within the scope defined by the Company Law and the company's articles of association [2] Composition of the Board - The board consists of nine directors, including three independent directors and one employee representative director, with a chairman and possibly a vice-chairman [4] - Directors are elected for a term of three years and can be re-elected; the employee representative director is elected by the employees without shareholder meeting approval [4][5] Meeting Procedures - Board meetings can be regular or temporary, with at least two regular meetings held annually [4][6] - Notice for regular meetings must be sent ten days in advance, while temporary meetings require three days' notice [4][5] - Shareholders holding more than 10% of voting rights or one-third of the directors can propose a temporary meeting [6] Voting and Resolutions - Each proposal requires a majority vote from the attending directors to pass, with specific rules for abstentions and conflicts of interest [8][9] - Directors must avoid voting on proposals where they have a conflict of interest, and decisions must adhere strictly to the authority granted by the shareholders' meeting [9][10] Record Keeping - The board secretary is responsible for maintaining records of meetings, including notices, minutes, and resolutions, which must be preserved for at least ten years [11][29] - Directors must sign off on meeting records and resolutions, and any dissent must be documented [11][12] Amendments and Effectiveness - The rules will be effective upon approval by the shareholders' meeting and can be amended as necessary [12][12]

Core Points - The document outlines the compensation and assessment management measures for directors and senior management of Qijing Machinery Co., Ltd, aiming to enhance management efficiency and promote sustainable development of the company [1][10] - The compensation structure includes basic salary, performance salary, and special rewards, with specific criteria for each component [6][7] Summary by Sections General Principles - The management measures are established to strengthen the compensation management of directors and senior management, ensuring alignment with market levels and company performance [1] - The principles guiding the compensation include fairness, alignment of responsibilities and rights, long-term development, and a balance between incentives and constraints [1] Management Structure - The Board of Directors' Compensation and Assessment Committee is responsible for drafting and revising the management measures, setting annual performance goals, and reviewing the performance of directors and senior management [3] - The committee's decisions on compensation plans require approval from the Board of Directors and the shareholders' meeting [3] Compensation Composition - Directors' compensation is determined based on the latest approved compensation policy, while senior management's compensation consists of basic salary, performance salary, and special rewards [4][6] - The calculation formula for annual compensation is: Annual Compensation = Basic Salary + Performance Salary + Special Rewards [6] Performance Assessment - Performance assessment indicators are derived from the company's strategic goals and responsibilities of senior management, categorized into operational, management, and task-related indicators [9] - The annual performance goals and assessment plans are established by March 31 each year, with adjustments allowed only under specific circumstances [10] Compensation Management - Independent directors receive quarterly allowances, while non-independent directors and senior management receive monthly basic salaries [12] - The compensation system is designed to adapt to the company's development strategy and may be adjusted based on inflation, industry salary trends, and the company's profitability [9]

Core Points - The document outlines the implementation details for online voting at the shareholders' meeting of Qijing Machinery Co., Ltd, aiming to standardize the voting process and protect investors' rights [3][4][5] Group 1: General Provisions - The online voting system is defined as a service provided by the Shanghai Stock Exchange (SSE) that allows shareholders to exercise their voting rights remotely [3] - The company must provide online voting options and fulfill notification and announcement obligations related to the shareholders' meeting [4] - Shareholders registered on the equity registration date have the right to vote through the online system, with the same voting right being exercised through only one method [4][5] Group 2: Notification and Preparation for Online Voting - The company must prepare a notice for the shareholders' meeting that includes relevant online voting information, such as meeting type, date, and voting procedures [7][11] - In case of changes to the meeting, such as postponements or additional proposals, the company must promptly disclose this information [8][9] Group 3: Methods and Procedures for Online Voting - Shareholders can vote through the SSE trading system or the internet voting platform, with specific timeframes for each method [15][16] - Shareholders with multiple accounts can aggregate their voting rights across all accounts, but must ensure compliance with regulations regarding special voting rights [17][18] Group 4: Statistics and Inquiry of Voting Results - After the online voting concludes, the company will receive a statistical report from the information company, which includes detailed voting results [26][27] - The company must disclose voting results in accordance with legal and regulatory requirements, especially for significant matters affecting minority investors [30][31] Group 5: Miscellaneous Provisions - The document specifies that any matters not covered will be governed by relevant national laws and the company's articles of association [32] - The board of directors holds the authority to interpret and amend these rules, which will take effect upon approval by the shareholders' meeting [34][35]

Core Points - The document outlines the external guarantee management system of Qijing Machinery Co., Ltd, aiming to standardize external guarantee behavior and control risks effectively [2][3][4] Group 1: General Principles - The external guarantee system applies to the company and its controlling subsidiaries, defining external guarantees as those provided by the company for others, including guarantees for its subsidiaries [2][3] - External guarantees must be approved by the board of directors or the shareholders' meeting, and subsidiaries are prohibited from providing guarantees to each other [4][5] - The company must require counter-guarantees to minimize the risk of bad debts arising from guarantees [6] Group 2: Guarantee Objects and Review Procedures - The company can provide guarantees to entities with independent legal status and strong repayment capabilities, including mutual guarantee units, units with important business relationships, and subsidiaries [8][9] - Guarantee applicants must submit a guarantee application at least 15 working days in advance, including detailed financial information and repayment plans [9][10] Group 3: Approval Authority for Guarantees - All external guarantees must be approved by the board of directors or the shareholders' meeting, with specific conditions requiring shareholder approval for guarantees exceeding 10% of the latest audited net assets [15][16] - Guarantees exceeding 50% of the latest audited net assets or 30% of total assets require shareholder approval [17][18] Group 4: Daily Management and Risk Management - The finance department must maintain accurate records of external guarantees and monitor the financial status of guaranteed entities regularly [29][30] - The finance department is responsible for ensuring that guaranteed entities fulfill their repayment obligations and must report any issues to the board of directors [31][32] Group 5: Disclosure of Guarantee Information - The company must disclose external guarantee information in accordance with relevant laws and regulations, including details of the guarantees approved by the board or shareholders [36][37] - If a guaranteed entity fails to fulfill its repayment obligations within 15 trading days after the due date, the company must disclose this information promptly [38][39] Group 6: Legal Responsibilities - The board of directors must conduct quarterly reviews of all guarantee activities to ensure compliance and disclose any violations [41][42] - The company will hold responsible parties accountable for any unauthorized guarantees or negligence that results in losses [43][44]

Core Points - Qijing Machinery Co., Ltd. is a joint-stock company established in accordance with the Company Law of the People's Republic of China and other relevant regulations [1][2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 20 million shares, which were listed on the Shanghai Stock Exchange on February 6, 2017 [2][3] - The registered capital of the company is RMB 192,600,865 [2][3] Chapter 1: General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior [1][5] - The company is established as a permanent joint-stock company with a legal representative being the chairman of the board [2][3][5] - The company is responsible for civil activities conducted by its legal representative [2][3] Chapter 2: Business Objectives and Scope - The company's business objectives include leveraging the advantages of a joint-stock economic organization to contribute to society and provide substantial returns to shareholders [6] - The business scope includes manufacturing and processing of mechanical parts, household appliances, automotive parts, tools, and various other products [6] Chapter 3: Shares - The company's shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice [6][8] - The company has issued a total of 192,600,865 shares, all of which are ordinary shares [8][11] Chapter 4: Shareholders and Shareholders' Meeting - Shareholders have rights to dividends, voting, supervision of company operations, and access to company documents [16][40] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [48] - Shareholders holding more than 10% of shares can request a temporary shareholders' meeting [27][28] Chapter 5: Shareholders' Meeting Procedures - The company must provide adequate notice for shareholders' meetings, including details on time, location, and agenda [61][62] - The meeting must be conducted in an orderly manner, ensuring that all shareholders can participate and vote [65][66] - The resolutions passed in the shareholders' meeting require a majority or two-thirds majority depending on the type of resolution [80][81]

奇精机械股份有限公司董事会议事规则 奇精机械股份有限公司 董事会议事规则 （一）召集股东会，并向股东会报告工作； （2025 年 9 月修订） 第一章 总 则 第一条 为规范奇精机械股份有限公司（以下简称"公司"）董事会的议事 方式和决策程序，促进董事和董事会有效地履行其职责，确保董事会工作效率及 科学决策，根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中 华人民共和国证券法》《上市公司治理准则》《上海证券交易所股票上市规则》 （以下简称"《上市规则》"）等法律、法规、规范性文件和《奇精机械股份有 限公司章程》（以下简称"公司章程"）的有关规定，制定本规则。 第二条 董事应当遵守法律、行政法规和公司章程的规定，履行忠实和勤勉 义务。 第二章 董事会的组成及其职权 第三条 公司设董事会，董事会由9名董事组成，其中独立董事3人，职工董 事1人。公司董事会设董事长1人。 董事会下设审计委员会、战略委员会、提名委员会、薪酬与考核委员会等专 门委员会。各专门委员会制定工作制度，对委员会构成、职权及议事程序等相关 事项进行规定，由董事会审议批准。 第四条 董事由股东会选举或更换，并可在任期届满前由股东会解除其 ...

General Principles - The independent director system aims to improve the corporate governance structure of Qijing Machinery Co., Ltd. and protect the interests of the company and its shareholders [2][3] - Independent directors are defined as those who do not hold any other positions in the company and have no direct or indirect interests that could affect their independent judgment [2][3] Qualifications - The company will have three independent directors, making up one-third of the board, including at least one accounting professional [3][4] - Independent directors must meet specific qualifications, including having relevant work experience and a good personal character [5][6] Nomination and Election - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares [8][9] - The election of independent directors will follow a cumulative voting system, with separate counting for minority shareholders [16] Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [12][21] - They must maintain independence and report any situations that may affect their impartiality [22][23] Meeting Procedures - Independent directors can convene special meetings to discuss important matters, requiring a majority presence to proceed [38][39] - Meeting records must be kept for at least ten years, including independent directors' opinions [42][43] Support and Resources - The company must provide necessary working conditions and support for independent directors to fulfill their duties [44][45] - Independent directors are entitled to equal access to information and resources as other board members [46][47] Compensation and Insurance - The company will provide compensation to independent directors that aligns with their responsibilities, and may establish a liability insurance system [50][51]

Core Points - Fujian Zitian Media Technology Co., Ltd. has received a decision from the Shenzhen Stock Exchange to terminate its stock listing due to failure to rectify financial reporting issues within the required timeframe [1][2] - The stock will enter a delisting arrangement period of fifteen trading days starting from September 15, 2025, with the expected last trading date on October 13, 2025 [3][4] - During the delisting period, the stock will trade on the risk warning board with no price limit on the first trading day, followed by a daily price limit of 20% [4] Summary by Sections Termination of Listing - The company failed to disclose corrected financial reports within two months after being warned of delisting risks, leading to the termination of its stock listing [2] - The decision is based on the Shenzhen Stock Exchange's rules regarding delisting circumstances [2] Delisting Period Arrangements - The stock will be managed by the National Equities Exchange and Quotations (NEEQ) after delisting, and the company must appoint a securities firm for the transfer services [3] - The delisting period will not involve any major asset restructuring activities by the company [4] Information Disclosure - The company has designated specific media for information disclosure and provided contact details for investor inquiries [3] - Risk warning announcements will be issued every five trading days during the delisting period, with daily announcements in the last five trading days [4]