证券代码：600562 证券简称：国睿科技 公告编号：2025-021 国睿科技股份有限公司 第十届董事会第三次会议决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 一、会议召开情况 投资新签合同预算 3205.40 万元；核增固定资产投资付款预算 1016.53 万元。 议案表决结果为：同意 9 票，反对 0 票，弃权 0 票。 议案》。 和公司章程的规定。 京市建邺区江东中路 359 号国睿大厦 1 号楼 22 楼 1 号会议室召开，会议采用现 场方式进行表决。 议。 二、会议审议情况 根据所属子公司 2025 年上半年资金状况及下半年周转资金需求，公司向全 资子公司南京国睿微波器件有限公司新增委托贷款规模 3000 万元。 议案表决结果为：同意 9 票，反对 0 票，弃权 0 票。 公司结合业务实际对 2025 年固定资产投资计划进行了调整，核增固定资产 议案表决结果为：同意 3 票，反对 0 票，弃权 0 票。关联董事郭际航、黄强、 谢洁、孙红兵、刘加增、和辉回避表决。 议案表决结果为：同意 9 票，反对 0 ...

国睿科技股份有限公司董事、高级管理 人员所持公司股份及其变动管理规则 （2025 年 8 月修订） 第一章 总则 第一条 为规范国睿科技股份有限公司（以下简称"公司"）董事和高级管理 人员（以下简称"董高"）所持本公司股份及其变动的管理，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》（以下简称"《证 券法》"）《上市公司股东减持股份管理暂行办法》 《上市公司董事和高级管理人员 所持本公司股份及其变动管理规则》《上海证券交易所上市公司自律监管指引第 东及董事、高级管理人员减持股份》等法律法规、规范性文件，以及《公司章程》 的有关规定，结合公司的实际情况，制定本规则。 第二条 本规则适用于公司董高买卖或持有本公司股份及其衍生品种的管理。 本规则所称高级管理人员是指总经理、副总经理、董事会秘书、财务负责人 及《公司章程》规定的其他人员。 第三条 公司董高在买卖公司股票及其衍生品种前，应知悉《公司法》 《证券 法》等法律法规、规范性文件以及关于利益冲突、内幕交易、操纵市场等禁止行 为的规定，严格履行通知、申报等义务，以保证真实、准确、及时、完整地披露 其在公司中的股份权益及变动情 ...

Core Viewpoint - The company intends to appoint Tianjian Accounting Firm as its new auditor for the 2025 fiscal year, replacing Dahua Accounting Firm after eight years of service, in compliance with regulatory requirements [1][8]. Group 1: Appointment of New Auditor - The proposed new auditor is Tianjian Accounting Firm, while the previous auditor was Dahua Accounting Firm [1]. - The change is due to Dahua Accounting Firm having served for the maximum allowed period of eight years as per regulations [1][8]. - The company has communicated with both the outgoing and incoming auditors, confirming that there are no objections from either party regarding the change [1][8]. Group 2: Tianjian Accounting Firm Overview - Tianjian Accounting Firm was established on July 18, 2011, and operates as a special general partnership [1]. - As of December 31, 2024, Tianjian has 241 partners and 2,356 registered accountants, with 904 having signed audit reports for securities services [1]. - The firm's revenue for the previous year was 1.465 billion yuan [1]. Group 3: Audit Fees and Services - The estimated audit fee for the 2025 fiscal year is 1.56 million yuan, a decrease of 13.33% from the previous year [7]. - The breakdown of the audit fees includes 1.08 million yuan for financial report audits and 480,000 yuan for internal control audits [7]. - The audit fees are determined based on the number of workdays required and the fee standards for each professional level [7]. Group 4: Previous Auditor's Performance - Dahua Accounting Firm provided audit services for eight consecutive years and issued a standard unqualified audit report for the 2024 fiscal year [8]. - The company did not terminate Dahua's services after commissioning part of the audit work [8]. Group 5: Approval Process - The company's Board of Directors has approved the appointment of Tianjian Accounting Firm with a unanimous vote of 9 in favor [9]. - The decision is subject to approval by the company's shareholders and will take effect upon their approval [9].

General Principles - The investment management system of Guorui Technology Co., Ltd. aims to standardize investment management, improve decision-making quality and efficiency, effectively prevent investment risks, support healthy industrial development, and protect shareholder rights [1][2] - The system applies to Guorui Technology and its wholly-owned or controlling subsidiaries, with reference for affiliated enterprises [1][2] Types of Investments - Investments are categorized into industrial investments and financial investments, with industrial investments including equity investments and financial investments focusing on short-term financial returns [2] - Industrial investments involve controlling and non-controlling equity investments, while financial investments aim for capital appreciation through premium exits [2] Investment Principles - The investment principles include innovation and development in line with national industrial policies, focusing on core business, prioritizing benefits, and ensuring investment safety [2][3] - Investments should not be made in projects with expected returns lower than the 5-year government bond rate or below the average return of the relevant industry [3] Management Structure and Responsibilities - The company has established a comprehensive investment management system that includes strategic planning, investment planning, operational control, and post-investment evaluation [3][4] - The board of directors and shareholders are responsible for investment decisions, with the board required to consult the company's party committee on major investment matters [4][5] Investment Project Management - The Securities Affairs Department and Finance Department are responsible for managing industrial and financial investment projects, respectively [4][5] - The Securities Affairs Department oversees the establishment of the investment management system, annual investment planning, and feasibility studies for industrial investment projects [5][6] Investment Budget Management - The company implements annual investment budget management, linking the budget to the annual investment plan [7][8] - Investment projects must be included in the annual investment plan, with off-plan projects requiring special approval [7][8] Post-Investment Evaluation - After project completion, the invested enterprises must establish governance structures, and the company will exercise shareholder rights through appointed representatives [9][10] - The company conducts post-investment evaluations three years after project completion to enhance future investment management [9][10]

Group 1: Core Views - The report evaluates the ongoing risks associated with China Electronics Technology Finance Co., Ltd. and confirms that the company's internal control systems are effective and regulatory indicators meet requirements [9][7][8]. Group 2: Company Overview - China Electronics Technology Finance Co., Ltd. is a non-bank financial institution approved by the National Financial Supervision Administration, with a registered capital of 580 million RMB and established on December 14, 2012 [1]. - The company operates under a comprehensive range of financial services, including deposit acceptance, loan processing, and financial consulting for its member units [1]. Group 3: Internal Control and Risk Management - The company has established a robust internal control system with 13 categories and 191 regulations to ensure effective management and compliance [6]. - Risk management is structured with a clear division of responsibilities across departments, allowing for effective risk identification, assessment, and control [2][3]. Group 4: Financial Performance - As of June 30, 2025, the total assets of the finance company reached 89.495 billion RMB, with liabilities of 78.103 billion RMB and equity of 11.392 billion RMB [7]. - The company reported a revenue of 0.951 billion RMB and a net profit of 0.597 billion RMB for the first half of 2025 [7]. Group 5: Regulatory Compliance - The finance company meets all regulatory requirements, including a capital adequacy ratio of 21.81%, significantly above the minimum requirement of 10% [8]. - Other compliance indicators, such as liquidity ratio and loan-to-deposit ratio, also align with regulatory standards [8].

Core Viewpoint - The company is planning to modify its business scope to adapt to current operational needs and enhance its service offerings [1][2] Group 1: Business Scope Modification - The original business scope included research, development, production, sales, and maintenance of communication transmission equipment and related technologies [1] - The revised business scope expands to include radar and supporting equipment, industrial internet data services, and various technology consulting and service activities [1] - The changes also encompass the development of rail transit communication signal systems and operational management systems [1] Group 2: Approval Process - The proposed changes will require approval from the company's shareholders and must be submitted to the market supervision administration for final approval [2]

Core Points - The document outlines the financing and guarantee management measures of Guorui Technology Co., Ltd, aiming to strengthen management, standardize behaviors, and prevent risks [1][2] - The financing includes equity financing and debt financing, with specific definitions and examples provided [1][2] - The management principles emphasize strategic service, legal compliance, risk control, and cost reduction [2] Financing and Guarantee Management - Financing includes equity financing (e.g., issuing stocks, convertible bonds) and debt financing (e.g., loans, bond issuance) [1][2] - Guarantees are provided for loans and bond issuance of subsidiaries and affiliates, including various forms such as guarantees, mortgages, and pledges [2] - The management follows principles of serving strategy, legal compliance, risk control, and cost efficiency [2] Responsibilities and Division of Labor - The finance department is responsible for managing debt financing and guarantees, including developing related systems and managing budgets [3][4] - The securities affairs department manages equity financing, including developing relevant systems and overseeing budget proposals [4] - The legal department reviews contracts and assesses legal risks associated with financing and guarantees [4] Financing and Guarantee Conditions - Financing entities must align with the company's strategic direction and have good financial health [5][6] - Financing should not lead to excessive costs or debt crises, and must comply with national policies and regulations [5][6] - The total guarantee amount should not exceed 40% of consolidated net assets, and individual guarantees should not exceed 50% of the unit's net assets [6] Budgeting for Financing and Guarantees - Financing budgets should be based on thorough analysis and include details such as financing needs and repayment measures [16][17] - Project financing budgets must consider feasibility, risks, and costs [17][18] - Guarantees should be managed in conjunction with debt financing activities, focusing on key elements like guarantee amounts and the financial status of the guaranteed entities [18] Execution of Financing and Guarantees - Financing and guarantee budgets must be approved by the board and shareholders before execution [22][23] - The finance department is responsible for drafting borrowing plans and managing contracts with financial institutions [25][26] - All financing activities must comply with internal control standards and be documented properly [28][29] Management and Supervision - The company must establish an internal control mechanism for financing and guarantees, including regular monitoring and reporting [43][44] - Any significant changes in the financial status of guaranteed entities must be reported promptly [45] - Internal audits will be conducted to ensure compliance with financing and guarantee management procedures [48][49]

Core Viewpoint - The document outlines the insider information management system of Guorui Technology Co., Ltd, emphasizing the importance of confidentiality and proper registration of insider information and individuals who have access to it [1][2][3]. Group 1: Insider Information Definition and Scope - Insider information refers to non-public information that significantly impacts the company's operations, finances, or stock prices, as defined by the Securities Law of the People's Republic of China [2]. - Types of insider information include major changes in business policies, significant investments, important contracts, major debts, substantial losses, and changes in external operating conditions [2][3]. Group 2: Responsibilities and Management - The board of directors is responsible for timely registration and reporting of insider information, with the chairman being the primary accountable person [1][2]. - Each department head is responsible for managing insider information within their unit, ensuring compliance with the established regulations [2][11]. Group 3: Registration and Documentation - Companies must maintain a detailed record of insider information, including the stages of information, individuals aware of it, and the methods of knowledge acquisition [4][6]. - A confidentiality agreement must be signed by individuals who frequently access financial reports or significant matters [4][19]. Group 4: Confidentiality and Compliance - Insider information must be strictly controlled and not disclosed without board approval, and insider trading is prohibited [12][13]. - The company must cooperate with regulatory bodies to ensure compliance with insider information management and report any violations [14][15]. Group 5: Record Keeping and Reporting - Documentation related to insider information must be retained for at least ten years, and updates must be submitted to the stock exchange within five trading days after public disclosure [10][19]. - The company is required to prepare a memorandum for significant events, detailing key decision-making processes and involved personnel [8][9].

Core Points - The document outlines the selection and management procedures for accounting firms by Guorui Technology Co., Ltd. to ensure compliance with laws and regulations while protecting shareholder interests [1][2][3] Group 1: General Principles - The selection of accounting firms must be approved by the Risk Management and Audit Committee and subsequently by the Board of Directors and shareholders [1][3] - The document applies to the headquarters and subsidiaries of Guorui Technology Co., Ltd. [1] Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess independent legal status and necessary qualifications as per regulatory requirements [2] - Firms must have a good record of compliance with financial auditing laws and regulations, with no significant penalties in the last three years [2][3] Group 3: Selection Procedures - The Risk Management and Audit Committee is responsible for initiating the selection process and overseeing the audit work [4][5] - The selection process includes preparing documents, evaluating proposals, and submitting recommendations to the Board of Directors for approval [5][6] Group 4: Evaluation Criteria - Evaluation criteria for accounting firms include audit fees, qualifications, performance records, quality management, and resource allocation [7][8] - Quality management must account for at least 40% of the evaluation score, while audit fees should not exceed 15% [7] Group 5: Contractual Obligations - Contracts with accounting firms must specify conditions under which the company can terminate the agreement [3][8] - The company can renew contracts with accounting firms without going through the selection process if the audit quality is satisfactory [8][9] Group 6: Disclosure Requirements - The company must disclose information about the accounting firm, including service duration and audit fees, in annual financial reports [13][14] - Any changes in accounting firms must be communicated, including reasons for the change and prior audit opinions [13][14] Group 7: Supervision and Penalties - The Risk Management and Audit Committee is tasked with supervising the audit work and ensuring compliance with relevant laws and regulations [29][30] - Serious violations by accounting firms can lead to termination of their services based on shareholder resolutions [31][32] Group 8: Information Security - The company must ensure that accounting firms adhere to information security regulations and protect sensitive information [33][34] - Contracts should include specific clauses regarding information security responsibilities [34][35]

国睿科技股份有限公司 董事会科技创新委员会议事规则 第五条 科技创新委员会由 3 名或以上成员组成，由董事会在董事会成员中 任命。 第六条 科技创新委员会设主任委员一名，由董事会选举产生，负责主持委 员会工作。 第七条 科技创新委员会委员应当具备履行科技创新委员会工作职责的专 业知识和经验。 第四条 公司证券事务部负责科技创新委员会的工作联络、会议组织、会 议材料准备和档案管理等日常工作，负责公司科技创新工作相关部门应当负责准 备和提供科技创新委员会开展工作所需的有关材料。 第二章 人员和组成 第八条 科技创新委员会成员的任期与董事任期一致，任职期间如有委员不 再担任公司董事职务，自动失去委员资格，并由董事会按照规定补足委员人数。 第二条 科技创新委员会是董事会下设的专门工作机构，对董事会负责，向 董事会报告工作。 第三条 公司为科技创新委员会提供相应的工作条件，管理层及相关部门 给予配合，保障委员会履职。 （2025 年 8 月修订） 第一章 总则 第一条 为提高国睿科技股份有限公司（以下简称"公司"）董事会决策科 学性，确保科研创新工作有效支持业务发展要求，保障公司科研创新战略的有效 执行，根据《公司法》 ...