合肥合锻智能制造股份有限公司 （四）担任因违法被吊销营业执照、责令关闭的公司、企业的法定代表人， 并负有个人责任的，自该公司、企业被吊销营业执照、责令关闭之日起未逾三年； （一）无民事行为能力或者限制民事行为能力； （二）因贪污、贿赂、侵占财产、挪用财产或者破坏社会主义市场经济秩序， 被判处刑罚，或者因犯罪被剥夺政治权利，执行期满未逾五年，被宣告缓刑的， 自缓刑考验期满之日起未逾二年； （三）担任破产清算的公司、企业的董事或者厂长、经理，对该公司、企业 的破产负有个人责任的， 自该公司、企业破产清算完结之日起未逾三年； 第二条 公司依法设置总经理。总经理由董事会聘任，主持公司日常生产经 营和管理工作，组织实施董事会决议，对董事会负责。 第二章 总经理的任职资格与任免程序 第一节 任职资格 第三条 有下列情形之一的，不得担任公司总经理： 总经理工作细则 第一章 总则 第一条 为进一步完善合肥合锻智能制造股份有限公司（以下简称"公司 "） 总经理办公会的议事方式和决策程序，根据《中华人民共和国公司法》（以下简 称"《公司法》"）及其他相关法律、法规和《合肥合锻智能制造股份有限公司章 程》（以下简称"《公司章程》" ...

General Principles - The purpose of the information disclosure management system is to standardize the behavior of information disclosure obligors, enhance management of information disclosure affairs, and protect the legitimate rights and interests of investors [1] - Information disclosure obligors must fulfill their disclosure obligations in a timely manner, ensuring that the information is true, accurate, complete, and easy to understand, without any false records or misleading statements [1][2] - Information must be disclosed simultaneously to all investors, and no advance disclosure to any individual or entity is allowed, except as provided by law or regulations [1][2] Voluntary Disclosure - Information obligors may voluntarily disclose information relevant to investors' value judgments and investment decisions, provided it does not conflict with legally required disclosures [2] - Voluntary disclosures must adhere to the principles of fairness, continuity, and consistency, and must not be used to manipulate market prices [2] Reporting Requirements - The main types of information disclosure documents include periodic reports, temporary reports, prospectuses, fundraising explanations, listing announcements, and acquisition reports [2][3] - Legally required disclosures must be published on the Shanghai Stock Exchange website and in media that meet the criteria set by the China Securities Regulatory Commission (CSRC) [3] Periodic Reports - Companies are required to disclose annual and semi-annual reports, which must include significant information affecting investors' value judgments and investment decisions [4] - Annual reports must be completed and disclosed within four months after the end of the fiscal year, while semi-annual reports must be completed within two months after the end of the first half of the fiscal year [4] Content of Reports - Annual reports must include company basic information, major accounting data, stock and bond issuance and changes, shareholder information, management discussions, and significant events during the reporting period [4][5] - Companies must disclose risk factors that may significantly impact their core competitiveness, operations, and future development [5] Temporary Reports - Companies must immediately disclose significant events that may have a substantial impact on the trading price of their securities when investors are not yet aware of them [7] - Significant events include major legal liabilities, asset impairment, changes in major debtors' financial status, and other events specified by law [7][8] Disclosure Procedures - The procedures for preparing, reviewing, and disclosing periodic reports involve senior management, the audit committee, and the board of directors [33] - The company secretary is responsible for organizing the disclosure of both periodic and temporary reports [34] Confidentiality and Accountability - Company directors and senior management have a duty to maintain confidentiality regarding undisclosed information and must not engage in insider trading [44][46] - The company implements a responsibility accountability system for information disclosure obligors who fail to fulfill their duties, leading to significant errors or economic losses [46][47]

Core Points - The article outlines the investor relations management measures of Hefei Hozon Intelligent Manufacturing Co., Ltd, aiming to enhance communication between the company and its investors, improve corporate governance, and increase overall corporate value [1][2]. Group 1: Principles of Investor Relations Management - The basic principles of investor relations management include compliance, equality, proactivity, and honesty [2][3]. - The company must treat all investors equally, especially small and medium-sized investors, and create opportunities for their participation [2][3]. - The company should actively listen to investor feedback and respond to their demands in a timely manner [2][3]. Group 2: Content and Methods of Investor Relations Management - Key communication topics with investors include the company's development strategy, legal information disclosure, operational management information, environmental, social, and governance information, and shareholder rights [6][7]. - The company should utilize multiple channels and platforms for investor relations management, including official websites, investor education bases, and social media [6][7]. - The company is required to establish dedicated communication lines for investor inquiries and ensure timely responses [6][7]. Group 3: Organization and Implementation of Investor Relations Management - The board chairman is the primary responsible person for investor relations management, while the board secretary coordinates the activities [18][19]. - The company must ensure that all personnel involved in investor relations management adhere to strict guidelines to avoid disclosing non-public information or misleading statements [20][21]. - Regular training for board members and staff on investor relations management is essential to enhance their understanding of relevant laws and regulations [10][11].

Core Points - Hefei Metalforming Intelligent Manufacturing Co., Ltd. was established through the overall change of Hefei Forging Machine Tool Co., Ltd. and is registered in the Anhui Province Administration for Industry and Commerce [1][2] - The company was approved by the China Securities Regulatory Commission to issue 45 million shares of ordinary stock to the public and was listed on the Shanghai Stock Exchange on November 7, 2014 [1][3] - The registered capital of the company is RMB 494.414437 million [2] Company Structure and Governance - The company is a permanent corporation, and the general manager serves as the legal representative [2][3] - The legal representative's civil activities conducted on behalf of the company will have legal consequences borne by the company [2] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [2][3] Business Objectives and Scope - The company's business objective is to become a leading manufacturer in the industry by utilizing advanced technology and management methods, focusing on producing forging machinery, engineering machinery, machine tool parts, mining equipment, and other mechanical products [3][4] - The company is engaged in various business activities, including research, production, sales, installation, and service of machinery and equipment, as well as import and export of goods and technologies [4][5] Share Issuance and Management - The company's shares are issued in the form of stocks, and all shares have equal rights [4][5] - The company has issued a total of 494.414437 million shares, all of which are ordinary shares with a par value of RMB 1 per share [4][5] - The company cannot provide financial assistance for others to acquire its shares, except under specific conditions approved by the shareholders' meeting [5][6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, participate in meetings, supervise the company's operations, and request information [9][10] - Shareholders must comply with laws and regulations, pay for their subscribed shares, and cannot withdraw their capital except as legally permitted [12][13] - Shareholders who abuse their rights causing losses to the company or other shareholders may be held liable for damages [13][14] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the previous fiscal year [17][18] - Shareholder meetings are the company's decision-making body, with specific powers including electing directors, approving financial reports, and making decisions on significant transactions [15][16] - The company must provide legal opinions on the meeting's legality and ensure proper procedures are followed [18][19] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [80][81] - Shareholders can vote in person or by proxy, and the company must ensure that the voting process is transparent and fair [22][23] - Related party transactions must be disclosed, and related shareholders must abstain from voting on such matters [29][30]

General Principles - The rules are established to clarify the responsibilities and powers of the board of directors of Hefei HuoDuan Intelligent Manufacturing Co., Ltd. and to ensure the protection of investors' rights [2] - The board of directors is a permanent decision-making body of the company, exercising powers granted by laws, regulations, and the company's articles of association [2][3] Board Composition and Meetings - The board consists of 9 directors, including 3 independent directors and 1 employee representative, with a chairman and a vice-chairman [3] - Board meetings must have more than half of the directors present to be valid, and meetings can be attended in person or by proxy [21][22] Meeting Procedures - The board must hold at least two regular meetings annually, with the chairman responsible for convening these meetings [6][3] - The board secretary is responsible for preparing and organizing meetings, including notifying all directors at least ten days in advance for regular meetings [6][13] Proposal and Voting - Proposals for board meetings can be made based on various situations, including matters requiring shareholder approval [9][10] - Decisions require a majority vote from all attending directors, with specific rules for related party transactions [33][10] Meeting Records - Detailed minutes of board meetings must be kept, including attendance, agenda, and voting results, and must be signed by the attendees [40][41] Amendments and Compliance - The rules are subject to amendments and must comply with relevant laws and regulations, with the board of directors responsible for interpretation [12][46]

合肥合锻智能制造股份有限公司 薪酬与考核委员会工作细则 第一章 总则 第一条 为进一步建立健全公司董事（不含独立董事，下同）及高级管理人 员的考核和薪酬管理制度，完善公司治理结构，根据《中华人民共和国公司法》《 上市公司治理准则》等有关法律、法规和《合肥合锻智能制造股份有限公司章程》 的规定，公司特设立董事会薪酬与考核委员会，并制定本工作细则。 第二条 薪酬与考核委员会是董事会设立的专门工作机构，主要负责制定公 司董事、高级管理人员和其他人员的考核标准并进行考核；负责制定、审查公司 董事、高级管理人员和其他人员的薪酬政策与方案，对董事会负责。 第三条 本规则所称董事是指在本公司领取薪酬的董事，高级管理人员是指 董事会聘任的总经理、副总经理、董事会秘书、财务负责人，其他人员是指各事 业部总经理、各分公司负责人、公司驻外机构的负责人。 第二章 机构及人员组成 第四条 薪酬与考核委员会成员由三名董事组成，独立董事应当过半数并担 任召集人。 第五条 薪酬与考核委员会委员由董事长、过半数独立董事或者三分之一以 上的全体董事提名，并由董事会选举产生。 第六条 薪酬与考核委员会设召集人一名，由独立董事担任，负责主持委员 会 ...

General Provisions - The establishment of the Strategic Committee aims to enhance the company's core competitiveness and improve decision-making processes for major investments [1][2] - The Strategic Committee is a specialized working body under the Board of Directors, responsible for researching and proposing suggestions on the company's medium to long-term development strategies and major investment decisions [1][2] Composition of the Committee - The Strategic Committee consists of three directors, with members nominated by more than one-third of the board and elected by a majority vote [2] - The term of the committee members aligns with that of the Board of Directors, allowing for re-election upon term expiration [2] Responsibilities and Authority - The main responsibilities of the Strategic Committee include researching and proposing suggestions on long-term strategic planning, major investment financing plans, and significant capital operations [2][3] - The committee is accountable to the Board of Directors, with proposals submitted for board review and decision [3] Decision-Making Procedures - A working group is responsible for preparing the committee's decisions, including gathering relevant materials and conducting evaluations [3][4] - The committee convenes meetings to discuss proposals from the working group, with decisions requiring a two-thirds attendance and a majority vote [3][4] Meeting Rules - Meetings should be announced three days in advance, with provisions for special circumstances [4] - The committee can invite external experts or intermediaries for professional opinions if necessary [4] Record Keeping and Confidentiality - Meeting records must be accurate and complete, reflecting the opinions of attendees, and must be signed by committee members [4] - All committee members are bound by confidentiality regarding the matters discussed in meetings [4] Implementation and Amendments - The working rules take effect upon approval by the Board of Directors, with any amendments subject to legal and regulatory compliance [5]

合肥合锻智能制造股份有限公司 董事会秘书工作细则 第一章 总则 第一条 为进一步完善合肥合锻智能制造股份有限公司（以下简称"公司 ") 的治理结构，强化公司董事会对董事会秘书的管理与监督，促进公司的规范运作， 根据《中华人民共和国公司法》（以下简称"《公司法》"）等相关法律、法规 和 《合肥合锻智能制造股份有限公司章程》（以下简称"《公司章程》"）有关规定， 特制定本细则。 第二条 公司设董事会秘书 1 名。董事会秘书为公司的高级管理人员，对董 事会负责。 董事会秘书应当遵守法律、行政法规、部门规章、《公司章程》及本细则的 有关规定，承担法律、法规及《公司章程》对公司高级管理人员所要求的义务， 享有相应的工作职权，并获取相应报酬，对公司负有诚信和勤勉义务，不得利用 职权为自己或他人谋取利益。 第三条 董事会秘书为履行职责有权了解公司的财务和经营情况，参加涉及 信息披露的有关会议，查阅涉及信息披露的所有文件，并要求公司有关部门和人 员及时提供相关资料和信息。 第四条 董事会秘书在任职期间应按要求参加证券交易所组织的董事会秘书 后续培训。 第二章 董事会秘书的任职资格 第五条 公司董事会秘书的任职资格： （一）具 ...

Core Points - The document outlines the external investment management system of Hefei Huoju Intelligent Manufacturing Co., Ltd. to enhance investment efficiency and mitigate risks [1] - The system aims to establish an effective investment mechanism for decision-making and management of external investments [1] Chapter 1: General Principles - External investment refers to various investment activities made by the company to obtain future returns using monetary funds, equity, land use rights, and other legally permitted assets [1] - The principles of external investment include compliance with national laws, alignment with the company's long-term development strategy, and safeguarding the fundamental interests of the company and its shareholders [1] Chapter 2: Approval Authority for External Investments - The decision-making bodies for external investments are the shareholders' meeting, the board of directors, and the general manager, each operating within their respective authority [2] - Certain investment matters must be submitted to the shareholders' meeting if they meet specific thresholds, such as asset total exceeding 50% of the company's audited total assets or transaction amounts exceeding 50% of the audited net assets with an absolute amount over 50 million [2][3] Chapter 3: Internal Control of Major Investments - The company must designate relevant departments to conduct feasibility studies, risk assessments, and monitor the execution of major investment projects [4] - The board of directors should regularly review the progress and effectiveness of major investments and hold responsible parties accountable for any deviations from planned investments [5] Chapter 4: Daily Management of External Investments - The general manager is responsible for the daily management of external investment projects [6] - For joint ventures or partnerships, the company should appoint management personnel to influence operational decisions [6] Chapter 5: Transfer and Recovery of External Investments - The company can recover investments under certain conditions, such as project completion or inability to repay debts [7] - The company may transfer investments if they no longer align with business direction or if there are continuous losses [7] Chapter 6: Information Disclosure - The company must fulfill information disclosure obligations in accordance with relevant laws and regulations [7] - The investment management system applies to all external investment activities of the company and its subsidiaries [7]

合肥合锻智能制造股份有限公司 独立董事制度 第一章 总 则 独立董事应当独立履行职责，不受公司及主要股东、实际控制人等单位或 者个人的影响。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务，应当按照法律、 行政法规、中国证券监督管理委员会（以下简称" 中国证监会 "）规定、证券 交易所业务规则和公司章程的规定，认真履行职责，在董事会中发挥参与决策、 监督制衡、专业咨询作用，维护公司整体利益，保护中小股东合法权益。 第四条 公司应当为独立董事依法履职提供必要保障。 第五条 公司独立董事占董事会成员的比例不得低于三分之一，且至少包括 一名会计专业人士。 所称会计专业人士是指至少符合下列条件之一的人士： （一）具备注册会计师资格； （二）具有会计、审计或者财务管理专业的高级职称、副教授或以上职称、 博士学位； （三）具有经济管理方面高级职称，且在会计、审计或者财务管理等专业 岗位有五年以上全职工作经验。 公司应当在董事会中设置审计委员会。审计委员会成员应当为不在公司担 任高级管理人员的董事，其中独立董事应当过半数，并由独立董事中会计专业 人士担任召集人。 第一条 为完善合肥合锻智能制造股份有限公司(以下简称"公 ...