Core Points - The document outlines the management system for related party transactions of Suzhou Xidian New Energy Electric Co., Ltd, aiming to regulate decision-making processes in accordance with relevant laws and company regulations [1][2][3] Group 1: Definition and Scope of Related Party Transactions - Related party transactions include various activities such as asset purchases or sales, external investments, financial assistance, guarantees, leasing, and other agreements that may lead to resource or obligation transfers [1] - Related parties are defined as both legal entities and natural persons that have a special relationship with the company, including those who control or are controlled by the company [1][2] Group 2: Approval and Voting Procedures - The board of directors must ensure that related directors abstain from voting on related party transactions, and a majority of non-related directors must be present for the meeting to be valid [2][3] - Related shareholders must also abstain from voting on related party transactions, with specific provisions for special circumstances allowing their participation [3] Group 3: Transaction Approval Thresholds - Transactions with related natural persons exceeding 300,000 yuan and those with related legal entities exceeding 3 million yuan must be approved by the board of directors [4] - Transactions that exceed 30 million yuan and account for more than 5% of the company's latest audited net assets require independent evaluation and shareholder approval [4] Group 4: Disclosure and Reporting Requirements - Related party transactions must be disclosed and approved by a majority of independent directors before being submitted to the board for further review [5][6] - If the total amount of related party transactions exceeds the estimated total or if significant changes occur in transaction conditions, the company must provide explanations and re-estimate the total [7]

Core Viewpoint - The internal audit system of Suzhou Xidian New Energy Electric Co., Ltd. aims to enhance internal control, improve management, and increase economic efficiency by establishing clear responsibilities and procedures for internal auditing [2][12]. Internal Audit Institution and Personnel - The company has established an internal audit department responsible for supervising the implementation of internal control systems and ensuring the authenticity and completeness of financial information [3][4]. - The internal audit department operates independently and reports to the audit committee, ensuring no interference from the finance department [3][4]. - The head of the internal audit department is a full-time position nominated by the chairman and accountable to the board of directors [3][4]. Responsibilities and Authority of the Internal Audit Department - The internal audit department is tasked with auditing the completeness, legality, and effectiveness of internal control systems, financial reports, and related economic activities [4][5]. - The department must submit an annual audit work plan and report to the audit committee within specified timeframes [5][6]. - The internal audit department has the authority to request relevant financial documents, attend significant management meetings, and report major issues directly to the board of directors [5][6]. Audit Work Procedures - The internal audit process includes obtaining evidence, documenting findings, and communicating with the audited departments [6][7]. - Internal audit personnel must ensure that the evidence collected is sufficient, relevant, and reliable, maintaining clear records of their work [7][8]. Evaluation of Internal Control - The internal audit department is required to evaluate the effectiveness of internal controls annually and report findings to the audit committee [8][9]. - Any significant deficiencies or risks identified during audits must be reported promptly to the audit committee, which may require disclosure to the stock exchange [9][10]. Rewards and Penalties - The internal audit department can recommend rewards for departments or individuals who perform exceptionally well in executing the internal audit system [10][11]. - Violations of the internal audit regulations can lead to disciplinary actions, including economic penalties or criminal charges for serious offenses [10][11].

General Principles - The rules are established to improve the corporate governance structure of Suzhou Xidian New Energy Electric Co., Ltd. and to ensure the legality and efficiency of board meetings [1][2] - The board of directors is the executive body of the company and is responsible for representing the company externally and executing shareholder resolutions internally [1][4] Composition and Powers of the Board - The board consists of 5 directors, including 2 independent directors, with at least one independent director being a professional accountant [1][4] - Directors are elected for a term of three years and can be re-elected, with independent directors limited to a maximum of six consecutive years [2][4] Responsibilities of the Board - The board has the authority to convene shareholder meetings, execute shareholder resolutions, and decide on the company's operational plans and investment proposals [4][5] - The board is responsible for formulating profit distribution plans, managing internal structures, and appointing or dismissing senior management [4][5] Rights and Obligations of Directors - Directors must act in the best interests of the company and its shareholders, exercising their rights diligently and honestly [6][7] - Directors are prohibited from using their positions for personal gain and must avoid conflicts of interest [6][7] Board Meetings - Board meetings can be regular or temporary, with at least two regular meetings held annually [35][36] - A quorum for board meetings requires the presence of more than half of the directors [39] Decision-Making Process - Decisions require a majority vote from attending directors, and independent directors must provide dissenting opinions if they disagree with resolutions [56][57] - Certain significant matters, such as major asset investments and related party transactions, require approval from independent directors before being submitted for board consideration [50][67] Documentation and Record-Keeping - Meeting minutes must accurately reflect discussions and decisions made during board meetings, and these records must be maintained for at least ten years [68][69] - The board is responsible for supervising the execution of its resolutions, ensuring accountability among management [70][71]

Core Points - The document outlines the regulations for the behavior of the controlling shareholders and actual controllers of Suzhou Xidian New Energy Electric Co., Ltd, aiming to enhance corporate governance and protect the rights of minority shareholders [1][4][14] Group 1: General Principles - The controlling shareholder is defined as a shareholder holding more than 50% of the company's total share capital or having significant influence over shareholder meetings [1] - The actual controller is defined as a person who, despite not directly holding shares, can control the company through investment relationships or agreements [1] - The behaviors of certain related parties are treated as those of the controlling shareholder or actual controller [1] Group 2: Overall Requirements - Controlling shareholders and actual controllers must comply with laws and regulations, exercise shareholder rights lawfully, and not abuse these rights to harm the company or other shareholders [3][4] - They are required to disclose information accurately and timely regarding shareholding changes and must not conceal their identities [3][4] Group 3: Information Disclosure Obligations - Controlling shareholders and actual controllers must cooperate with the company in fulfilling its information disclosure obligations, especially during unusual stock price fluctuations or media reports that may impact stock prices [4][5] - They must notify the company of significant changes in shareholding or any legal restrictions affecting their shares [5][6] Group 4: Conduct and Responsibilities - Controlling shareholders and actual controllers must ensure the company's asset integrity, personnel independence, financial independence, and business independence [6][7] - They are prohibited from using their control to harm the legitimate rights of the company and minority shareholders [7][8] Group 5: Financial Independence - Controlling shareholders and actual controllers must not occupy company funds or require the company to provide guarantees unlawfully [9][10] - They must ensure that the company's financial operations remain independent from their personal or affiliated entities [10][11] Group 6: Business Independence - They must not engage in significant competition with the company or require unfair transactions [12][13] - The independence of the company's operations must be maintained without undue influence from controlling shareholders or actual controllers [12][13] Group 7: Shareholder Rights - Controlling shareholders and actual controllers must respect the rights of minority shareholders, including their proposal and voting rights [11][12] - They should ensure that any transactions with the company are conducted on an equal and fair basis [12][13] Group 8: Compliance and Accountability - Controlling shareholders and actual controllers must adhere to their commitments regarding share transfers and maintain stability in the company's ownership structure [12][14] - They are responsible for any illegal actions and must compensate minority investors if necessary [7][8]

Core Points - The document outlines the management system for fund transactions between Suzhou Xidian New Energy Electric Co., Ltd. and its related parties to prevent fund occupation and protect the rights of the company and its stakeholders [1][2] - The system aims to establish a long-term mechanism to prevent the occupation of company funds by related parties, in compliance with relevant laws and regulations [1][2] Group 1: General Provisions - The system applies to fund transactions between the company and its subsidiaries included in the consolidated financial statements [1] - Related parties are defined in accordance with the Shanghai Stock Exchange's regulations [1] - Fund occupation includes both operational and non-operational fund occupation [1][2] Group 2: Regulations on Fund Transactions - The company must minimize related transactions and restrict fund occupation by related parties [2][3] - The board secretary and securities affairs representative are responsible for verifying and maintaining a detailed list of related parties [2][3] - The company must prevent related parties from occupying funds and resources through various means [3][4] Group 3: Payment Procedures - Fund transactions must be approved by the company's decision-making body according to relevant regulations [6][19] - The financial department must review payment documents to ensure compliance with company regulations before processing payments [21][22] Group 4: Accountability and Disciplinary Actions - Directors and senior management are obligated to protect company funds from being occupied by related parties [24] - The board of directors must take effective measures against related parties that infringe on company assets and public shareholder interests [25] Group 5: Miscellaneous - The system will take effect after being approved by the company's shareholders' meeting [27] - The board of directors is responsible for interpreting and revising the system [28]

Core Points - The document outlines the management system for the shares held by the directors and senior management of Suzhou Xidian New Energy Electric Co., Ltd, aiming to strengthen the management of shareholding and maintain market order [1][2] Group 1: General Provisions - The system applies to the shares held by directors and senior management, including those in their credit accounts for margin trading [1] - The shares held by directors and senior management are defined as all shares registered under their names [1] Group 2: Share Transfer Management - Directors and senior management are prohibited from transferring shares under certain conditions, such as within one year of the company's stock listing and within six months after leaving their positions [2][3] - The annual transfer of shares by directors and senior management during their tenure is limited to 25% of their total holdings, with exceptions for certain circumstances [2][3] Group 3: Information Reporting and Disclosure - The company secretary is responsible for managing the identity and shareholding data of directors and senior management, ensuring timely reporting to the stock exchange [6][7] - Directors and senior management must notify the company secretary of their trading plans before buying or selling shares [6][7] Group 4: Responsibilities and Penalties - Violations of the share trading regulations may result in penalties from the China Securities Regulatory Commission and the stock exchange, as well as potential internal disciplinary actions [9] Group 5: Supplementary Provisions - The system becomes effective upon approval by the company's board of directors and will be interpreted by the board [10]

Core Points - The article outlines the implementation rules for the Audit Committee of Suzhou Xidian New Energy Electric Co., Ltd, aimed at enhancing the decision-making function of the board and ensuring effective supervision of the management team [1][2] - The Audit Committee is established as a specialized working body of the board, responsible for communication, supervision, and verification of internal and external audits [1][2] - The committee consists of three directors who are not senior management, with a majority being independent directors, including at least one accounting professional [2][3] Group 1: Committee Structure - The Audit Committee is composed of three members, with independent directors making up more than half, and at least one member being a professional accountant [2] - The chairman of the committee is an independent director with accounting or financial management experience, elected directly by the board [2] - The term of the Audit Committee aligns with that of the board, and members can be re-elected [2] Group 2: Responsibilities and Authority - The Audit Committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [4][5] - Key responsibilities include checking financial statements, supervising management actions, and proposing the convening of extraordinary shareholder meetings if necessary [4][5] - The committee must approve significant financial disclosures and the hiring or dismissal of external auditors before submission to the board [5][6] Group 3: Meeting Procedures - The Audit Committee must hold at least four meetings annually, with provisions for special meetings as needed [7][9] - A quorum requires two-thirds of the members to be present, and decisions are made by a majority vote [9][10] - Meeting records must be kept for ten years, ensuring transparency and accountability [11]

Core Points - Suzhou West Deane New Power Electric Co., Ltd. was established as a joint-stock company in accordance with Chinese laws and regulations, with a registered capital of RMB 161.6 million [2][4] - The company received approval from the China Securities Regulatory Commission to issue 40,400,000 shares of common stock, which will be listed on the Shanghai Stock Exchange on January 11, 2024 [1][5] - The company's business scope includes the design and production of electromechanical equipment and components, as well as providing related technical services [3][4] Company Structure - The company is a permanent joint-stock company, with all assets divided into equal shares, and shareholders are liable only to the extent of their subscribed shares [2][4] - The legal representative of the company is the chairman, who is responsible for civil activities conducted in the company's name [2][4] - The company has a total of 161.6 million shares, all of which are common stock, with a par value of RMB 1 per share [4][5] Share Issuance and Management - The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for all shares of the same category [4][5] - The company is prohibited from providing financial assistance for the purchase of its shares, except under specific conditions approved by the shareholders' meeting [5][6] - The company must disclose the total amount of shares and the conditions for new share issuance, including pricing and subscription dates [6][21] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company management, as well as obligations to comply with laws and regulations [10][12] - Shareholders holding more than 5% of voting shares must report any pledges of their shares to the company [14][43] - The company must maintain transparency and provide timely information to shareholders regarding significant events and decisions [12][39] Governance and Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [53][54] - Shareholders can propose agenda items for meetings, and the company must provide adequate notice of meeting details [63][66] - The board of directors is responsible for ensuring the orderly conduct of shareholder meetings and addressing any disruptions [69][70]

华泰联合证券有限责任公司 关于苏州西典新能源电气股份有限公司部分募集资金投资项目 增加实施主体、实施地点及募集资金专户的核查意见 华泰联合证券有限责任公司（以下简称"华泰联合证券"或"保荐人"）作 为苏州西典新能源电气股份有限公司（以下简称"西典新能"、"公司"或"发 行人"）首次公开发行股票并在主板上市持续督导阶段的保荐人，根据《证券发 行上市保荐业务管理办法》《上海证券交易所股票上市规则》《上市公司募集资 金监管规则》《上海证券交易所上市公司自律监管指引第 1 号——规范运作》等 有关规定，对西典新能部分募投项目调整事项进行了审慎核查，相关核查情况如 下： 一、募集资金基本情况 根据中国证券监督管理委员会于 2023 年 9 月 6 日出具的《关于同意苏州西 典新能源电气股份有限公司首次公开发行股票注册的批复》（证监许可〔2023〕 2064 号），并经上海证券交易所同意，公司首次公开发行人民币普通股 40,400,000 股，每股面值为人民币 1.00 元，发行价格为每股人民币 29.02 元，募集资金总额 为人民币 1,172,408,000.00 元，扣除发行费用后，实际募集资金净额为人民币 1,0 ...

第七条 独立董事专门会议可以采取现场会议、网络视频会议或电话会议的 方式召开。 苏州西典新能源电气股份有限公司 独立董事专门会议工作制度 第一条 为进一步完善苏州西典新能源电气股份有限公司（以下简称"公 司"）的法人治理，改善公司董事会结构，充分发挥独立董事在公司治理中的 作用，保护中小股东及利益相关者的利益，根据《中华人民共和国公司法》、 《上市公司治理准则》等法律、法规、规范性文件及《苏州西典新能源电气股 份有限公司章程》（以下简称"《公司章程》"）的相关规定，并结合公司实 际情况，制定本制度。 第二条 独立董事是指不在公司担任除董事外的其他职务，并与其所受聘的 公司及其主要股东、实际控制人不存在直接或间接利害关系，或者其他可能影 响其进行独立客观判断关系的董事。 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 独立董事专门会议（以下简称"专门会议"）全部由公司独立董事 参加。 ...