Core Viewpoint - The document outlines the external investment management system of Ningbo Keli Sensor Technology Co., Ltd., aiming to standardize external investment behavior, enhance management, mitigate risks, and improve investment efficiency while safeguarding the company's image and investors' interests [1][2]. Group 1: General Principles - External investments are defined as monetary funds, equity, or assessed physical or intangible assets contributed for future returns [1]. - Investments are categorized into short-term (up to one year) and long-term (over one year) [1]. - Basic principles for external investments include alignment with the company's development strategy, rational resource allocation, and creation of economic benefits [2]. Group 2: Approval Authority - A professional management and hierarchical approval system governs external investments [2]. - Investments meeting specific thresholds must be submitted to the board for review, including those where total asset value exceeds 10% of the latest audited total assets or where transaction amounts exceed RMB 10 million [2][3]. - For significant investments, expert evaluations are required before submission to the shareholders' meeting for approval [3][4]. Group 3: Organizational Structure - The shareholders' meeting, board of directors, and chairman are responsible for investment decisions, with no other departments or individuals authorized to make such decisions [5]. - A designated leader is responsible for collecting information, preliminary evaluations, and reporting investment progress to the management [5][6]. Group 4: Investment Management Procedures - Short-term investment procedures include regular financial reporting, investment planning, and performance tracking [6][7]. - Long-term investments require a detailed process including feasibility studies, project approval, and implementation management [7][8]. Group 5: Transfer and Recovery of Investments - The company can recover investments under specific circumstances, such as misalignment with business direction or continuous losses [9][10]. - The procedures for transferring investments are aligned with those for approving new investments [9][10]. Group 6: Personnel Management - The company appoints directors and management personnel to oversee newly established companies resulting from external investments [11][12]. - Personnel involved in investments must adhere to responsibilities outlined in the company law and report on investment conditions regularly [12][13]. Group 7: Financial Management and Auditing - The finance department is responsible for comprehensive financial records and accounting for external investments [12]. - Regular audits and financial reporting from subsidiaries are mandated to ensure compliance and protect company interests [12][13]. Group 8: Reporting Major Events - Subsidiaries must report significant events such as asset acquisitions, major lawsuits, and substantial losses to the board promptly [13][14]. - Clear responsibilities for reporting are established to ensure timely communication with the board [14].

Core Viewpoint - The document outlines the management and operational regulations for securities investment and financial derivatives trading by Ningbo Keli Sensor Technology Co., Ltd, emphasizing compliance with laws and regulations to enhance capital efficiency and protect investor interests [1][2]. Group 1: General Principles - The company aims to conduct securities investment and financial derivatives trading in a compliant manner, focusing on maximizing returns while controlling investment risks [1]. - Securities investment includes various activities such as new stock subscriptions, stock repurchases, and investments in bonds and derivatives [2]. - Financial derivatives trading encompasses activities involving swaps, forwards, and non-standard options, with underlying assets that can include securities, indices, and commodities [2]. Group 2: Approval Procedures and Decision Authority - The company must adhere to strict approval procedures for securities investment, with specific thresholds based on the percentage of the latest audited net assets [3]. - The decision-making authority for securities investments is defined, with the board of directors and shareholders having specific roles in approving significant investments [3]. - Financial derivatives trading requires a feasibility analysis report to be submitted to the board for approval, especially when certain financial thresholds are met [3]. Group 3: Management and Implementation - The company must establish its own securities and funds accounts for trading, prohibiting the use of third-party accounts [2][6]. - The board of directors authorizes the chairman or designated personnel to manage and implement investment strategies, ensuring proper fund management [6]. - All personnel involved in trading must understand the associated risks and adhere to operational and risk management protocols [7]. Group 4: Risk Control and Supervision - The company enforces a separation of duties among trading, financial, and audit personnel to ensure effective risk management [17]. - Internal audit departments are responsible for monitoring compliance with investment decisions and management practices [20]. - Independent directors and audit committees have the authority to oversee trading activities and can recommend external audits if necessary [20]. Group 5: Information Disclosure - The company must comply with information disclosure regulations set by the China Securities Regulatory Commission and the Shanghai Stock Exchange [21]. - The board secretary is responsible for external disclosures related to trading activities, with strict confidentiality protocols in place for all personnel [22][24]. - The board must continuously monitor the progress and safety of investments, taking immediate action in case of significant losses [9]. Group 6: Miscellaneous Provisions - Any matters not covered by the regulations will be governed by national laws and the company's articles of association [25]. - The document specifies that terms such as "above" and "below" include the stated numbers, while terms like "less than" do not [26]. - The regulations are established and interpreted by the company's board of directors and take effect upon approval [27].

宁波柯力传感科技股份有限公司 累积投票管理制度 第一章 总则 第一条 为进一步完善宁波柯力传感科技股份有限公司（以下简称"公司"） 法人治理，保证公司所有股东充分行使权利，根据《公司法》、《证券法》、《上 市公司治理准则》、《上市公司章程指引》、《上市公司股东会规则》、《上海证 券交易所上市公司自律监管指引第 1 号——规范运作》、《宁波柯力传感科技股份 有限公司章程》（以下简称 "公司章程"）等法律、法规、规范性文件及公司治理文 件等的有关规定，特制定本制度。 第二条 本制度所指累积投票制是指股东会选举董事时，股东所持的每一表 决权股份拥有与该次股东会应选董事人数相同的表决权，股东拥有的表决权等于该股东 持有股份数与应选董事总人数的乘积。股东拥有的表决权可以集中使用，股东可以用所 有的表决权集中投票选举一位候选董事，也可以将投票权分散行使、投票给数位候选董 事。 第三条 本制度所称"董事"包括非独立董事和独立董事。本制度所称"董事" 特指由股东会选举的董事。由职工民主选举的职工代表董事，不适用于本制度的相 关规定。 第四条 公司股东会选举或更换两名以上非独立董事或独立董事，应当采用 累积投票制。公司股东会仅 ...

Core Viewpoint - The company has established a management system for entrusted financial management to enhance fund operation efficiency, mitigate risks, and protect the rights of shareholders and the company [1][2]. Group 1: General Principles - The entrusted financial management activities are applicable to the company and its wholly-owned and controlled subsidiaries, requiring adherence to relevant regulations and internal procedures [1][2]. - The principle of entrusted financial management is to improve fund utilization efficiency and increase cash asset returns while controlling investment risks [1][2]. Group 2: Fund Utilization - Funds used for entrusted financial management must be idle funds, including idle self-owned and raised funds, and should not affect the company's normal operations or project funding [2]. - The company must follow the decision-making procedures and monitoring measures outlined in the management system when engaging in entrusted financial management [2][3]. Group 3: Approval and Decision-Making Authority - Approval is required from the board of directors if the amount for entrusted financial management exceeds 10% of the latest audited net assets and is over 10 million yuan [3]. - If the amount exceeds 50% of the latest audited net assets and is over 50 million yuan, it must also be approved by the shareholders' meeting [3]. Group 4: Implementation and Risk Control - The finance department is responsible for the implementation and management of entrusted financial management, including risk assessment and feasibility analysis [5][6]. - The company must select qualified financial institutions with good credit and financial status as trustees and must not assign financial products to individuals or other companies for investment [6][7]. Group 5: Accounting Management - Upon completion of entrusted financial management, the company must obtain investment proof and timely record it, ensuring compliance with accounting standards [7]. - The finance department is responsible for the daily accounting of entrusted financial management and accurate reporting in financial statements [7]. Group 6: Confidentiality and Information Disclosure - The company must fulfill information disclosure obligations in accordance with relevant laws and regulations when engaging in entrusted financial management [8]. - Any significant events affecting the entrusted financial products must be disclosed promptly to protect the company's interests [8].

General Provisions - The company establishes rules for online voting at shareholder meetings to protect investors' rights [2] - The company will provide an online voting option alongside in-person voting during shareholder meetings [2][4] - Shareholders registered on the equity registration date can vote via the online system [4] Notification and Preparation for Online Voting - The company must prepare and organize online voting in accordance with the requirements set by the Shanghai Stock Exchange [4][6] - The company must disclose relevant information about online voting in the meeting notice [5] - The company must provide shareholder data to the information company two trading days before the meeting [4][6] Methods and Procedures for Online Voting - Shareholders can vote through the Shanghai Stock Exchange trading system or the internet voting platform during the trading hours on the meeting day [6][8] - The company must confirm the identity of shareholders using registration information [6][8] - Voting must be conducted item by item, and shareholders can express their opinions on each proposal [7][8] Statistics and Inquiry of Voting Results - Shareholders who vote on some proposals are considered present at the meeting [10] - The information company will provide voting statistics and details to the company after the voting ends [10][11] - The company must disclose the voting results and any significant matters affecting minority investors [11][12] Supplementary Provisions - The rules will be interpreted by the company's board of directors and will take effect after approval by the shareholder meeting [12]

Core Points - The article outlines the investor relations management system of Ningbo Keli Sensor Technology Co., Ltd, aiming to enhance communication with investors and protect their rights, especially those of small and medium investors [2][3] - The management system is based on principles of compliance, equality, proactivity, and honesty, ensuring that all investors are treated fairly and that their feedback is actively sought [3][4] Group 1: General Principles - Investor relations management is defined as activities that facilitate communication between the company and its investors, enhancing understanding and recognition of the company [2] - The basic principles include compliance with laws and regulations, equal treatment of all investors, proactive engagement, and maintaining integrity in communications [3][4] Group 2: Communication Channels - The company is required to utilize multiple channels for investor relations, including the company website, new media platforms, and direct communication methods like phone and email [4][5] - A dedicated investor relations section on the company website will be established to address inquiries, complaints, and suggestions from investors [4][5] Group 3: Investor Engagement Activities - The company will organize various activities such as investor meetings, roadshows, and analyst conferences to communicate its situation and gather feedback [6][7] - Regular performance briefings will be held post-annual report disclosure to discuss industry status, strategic direction, and financial performance [7][8] Group 4: Responsibilities and Training - The board secretary is responsible for coordinating investor relations activities, supported by the board and senior management [20][21] - Staff involved in investor relations must possess good character, professional knowledge, and effective communication skills [24][25] Group 5: Record Keeping and Compliance - The company must maintain comprehensive records of investor relations activities, including participant details and communication content, for a minimum of three years [26][27] - Any disclosures must adhere to legal requirements, ensuring that information is accurate, clear, and devoid of misleading statements [11][12]

Core Viewpoint - The article outlines the management system for related party transactions of Ningbo Keli Sensor Technology Co., Ltd, emphasizing the need for fairness, transparency, and compliance with relevant laws and regulations to protect the rights of the company and its shareholders [2][19]. Group 1: General Principles - The management system aims to standardize related party transactions, ensuring their fairness and protecting the legal rights of the company and its shareholders [2]. - The system is binding on shareholders, directors, management, and various departments within the company [2]. - Related party transactions must be documented in written agreements that adhere to principles of equality, voluntariness, equivalence, and compensation [2][3]. Group 2: Pricing Principles - Related party transactions should follow fair pricing principles, ideally aligning with market prices or independent third-party standards [3]. - The pricing methods include state pricing, market pricing, cost-plus pricing, and negotiated pricing based on the specific circumstances of the transaction [3][4]. Group 3: Types of Related Party Transactions - Related party transactions encompass a wide range of activities, including asset purchases or sales, financial assistance, guarantees, leasing, management contracts, and more [6][7]. - The definition of related parties includes both legal entities and natural persons who meet specific criteria, such as holding significant shares or being in key management positions [7][8]. Group 4: Avoidance Procedures - Directors and shareholders with related interests must abstain from voting on related party transactions to ensure impartiality [11][12]. - The procedures for disclosing and avoiding conflicts of interest are clearly outlined, requiring proactive disclosure from involved parties [13][14]. Group 5: Disclosure and Approval - Transactions exceeding 3 million yuan or 0.5% of the company's latest audited net assets must be submitted for board approval and disclosed promptly [19][20]. - The company must provide detailed disclosures regarding the nature of the transaction, pricing policies, and the impact on the company's financial status [14][15]. Group 6: Execution and Compliance - All related party transactions require written agreements and must adhere to the approved procedures for execution [18][19]. - The company is prohibited from providing financial assistance to related parties unless specific conditions are met, including board approval [22][23].

Core Viewpoint - The internal audit management system of Ningbo Keli Sensor Technology Co., Ltd. aims to standardize and enhance the quality of internal audit work, ensuring compliance with relevant laws and regulations while improving economic management and efficiency [1][2]. Group 1: Internal Audit Definition and Scope - Internal audit is defined as an evaluation activity conducted by the company's internal audit department to assess the effectiveness of internal controls, risk management, and the authenticity and completeness of financial information [2][3]. - The internal audit scope includes all business segments related to financial reporting and information disclosure across the company and its subsidiaries [2][6]. Group 2: Organizational Structure and Independence - The company has established an audit committee under the board of directors, which consists of three directors, with a majority being independent directors [3][6]. - The audit department operates independently and is not subject to interference from other departments, ensuring its ability to perform its duties effectively [3][5]. Group 3: Responsibilities and Authority of the Audit Department - The audit department is responsible for supervising the financial management and internal control systems of the company and its subsidiaries, reporting directly to the audit committee [3][8]. - The audit department has the authority to request necessary documents and information from audited units, conduct investigations, and propose improvements to management practices [10][25]. Group 4: Audit Implementation Measures - The audit department must conduct annual evaluations of internal controls and submit reports to the audit committee, focusing on the effectiveness of internal control systems related to financial reporting and information disclosure [26][28]. - The department is required to audit significant external investments, asset purchases, and guarantees promptly, ensuring compliance with approval procedures and assessing associated risks [30][31][32]. Group 5: Information Disclosure and Reporting - The audit committee is responsible for issuing an annual self-evaluation report on internal controls based on the audit department's findings, which must be reviewed by independent directors and auditors [37][39]. - The company must disclose the internal control self-evaluation report and the auditor's report on internal control effectiveness alongside its annual report [40].

Core Points - The company has established a fundraising management system to regulate the use and management of raised funds, enhance their efficiency, and protect investors' rights [2][3] - The system is based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2] - The board of directors is responsible for establishing internal control systems for the storage, use, and management of raised funds [2][3] Fundraising Storage - Raised funds must be stored in a special account approved by the board of directors, and separate accounts should be set up for multiple financings [7][8] - A tripartite supervision agreement must be signed with the sponsor and the commercial bank within one month of the funds being received [8][9] - The company must report to the Shanghai Stock Exchange within two trading days after signing the agreement [4][5] Fundraising Usage - The company must follow specific requirements for using raised funds, including clear application procedures and adherence to the planned usage stated in the issuance documents [10][11] - Any significant changes affecting the normal use of funds must be reported to the Shanghai Stock Exchange [10] - The company is prohibited from using raised funds for financial investments or providing funds to related parties [11][12] Changes in Fundraising Purpose - Any changes in the purpose of raised funds must be approved by the board of directors and disclosed to the Shanghai Stock Exchange [22][23] - The company must conduct feasibility analyses for new projects and ensure that they align with the main business [23][24] - If a project is canceled or terminated, the company must report the reasons and the amount of funds used [15][22] Management and Supervision of Fundraising - The company must accurately disclose the actual use of raised funds and maintain detailed records [27][28] - Internal audits should be conducted at least biannually to ensure compliance with the fundraising management system [16][17] - The sponsor is required to conduct on-site investigations of the fundraising management at least biannually [30][31]

Core Points - The document outlines the internal reporting system for significant information at Ningbo Keli Sensor Technology Co., Ltd, aiming to enhance decision-making, execution, and risk control [1][2] - Significant information is defined as events that may have a substantial impact on the trading price of the company's stock and derivatives [2][4] - The board of directors is designated as the management body for significant information, with the board secretary responsible for overseeing the reporting and disclosure process [4][6] Group 1: Definition and Scope of Significant Information - Significant information includes various events such as meeting matters, major transactions, significant related party transactions, litigation and arbitration matters, major changes, and social responsibility issues [4][6] - Specific thresholds for reporting significant transactions are established, including transactions exceeding 10% of audited annual revenue or net profit, and absolute amounts over RMB 1 million [4][6][7] - Related party transactions must be reported if they exceed RMB 300,000 for legal entities or RMB 30,000 for individuals [6][7] Group 2: Reporting Procedures - Report obligations must be fulfilled within 24 hours of becoming aware of significant information, with continuous monitoring of the information's progress required [10][11] - Reports can be made verbally or in writing, with necessary documentation provided to the board secretary [10][12] - The board secretary is responsible for analyzing reported information and ensuring compliance with disclosure requirements [11][12] Group 3: Confidentiality and Legal Responsibilities - All personnel with access to undisclosed information are required to maintain confidentiality until the information is publicly disclosed [3][12] - Violations of reporting obligations can lead to disciplinary actions, including warnings, demotions, or legal consequences [18][19] - The board of directors is tasked with regular training and communication regarding governance and information disclosure to ensure timely and accurate reporting [17][18]