第二条 本规则适用于公司股东会，对公司、全体股东、股东代理人、公司董事、 高级管理人员及列席股东会会议的其他有关人员均具有约束力。 奇精机械股份有限公司股东会议事规则 奇精机械股份有限公司 股东会议事规则 （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"）及公司股东的行为， 保证股东会依法行使职权，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》《上市公司股东会规则》《上海证券 交易所股票上市规则》等有关法律、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"）的规定，制定本规则。 第三条 公司应当严格按照法律、行政法规、公司章程及本规则的相关规定召开 股东会，保证股东能够依法行使权利。 公司董事会应当切实履行职责，认真、按时组织股东会。公司全体董事应当勤勉 尽责，确保股东会正常召开和依法行使职权。 第四条 股东会应当在《公司法》和公司章程规定的范围内行使职权。 第五条 股东会分为年度股东会和临时股东会。年度股东会每年召开一次，应当 于上一会计年度结束后的 6 个月内举行。临时股东会不定 ...

Core Points - The article outlines the selection system for accounting firms at Qijing Machinery Co., Ltd, aiming to standardize the process and protect shareholder interests while enhancing the quality of financial information [1][2][3] Group 1: Selection Process - The selection or dismissal of accounting firms must be approved by the company's audit committee and subsequently reviewed by the board of directors, with final decisions made by the shareholders' meeting [2][3] - The audit committee is responsible for proposing the selection process, evaluating proposals, and supervising the selection of accounting firms [3][4] - The company must use competitive negotiation, public bidding, or invitation bidding to ensure a fair selection process [10][11] Group 2: Quality Requirements - Selected accounting firms must possess independent legal status, relevant qualifications, and experience in auditing at least three listed companies [5][6] - The firms must have a good record of compliance with financial auditing laws and regulations, and their auditors should not have faced criminal or administrative penalties in the last three years [5][6] Group 3: Evaluation Criteria - The evaluation criteria for selecting accounting firms include audit fees, qualifications, quality management, and resource allocation, with quality management weighted at no less than 40% [11][12] - The average audit fee of all compliant firms will serve as the benchmark for scoring proposals [8][12] Group 4: Supervision and Reporting - The audit committee must regularly evaluate the performance of the hired accounting firms and report to the board of directors [4][28] - Any significant changes in the auditing team or firm must be disclosed, including reasons for changes and any administrative penalties faced by the firms [5][9] Group 5: Contractual Obligations - The hired accounting firm must fulfill its obligations as per the audit service agreement and complete the audit within the stipulated time [15][16] - The company can adjust audit fees based on various factors, including changes in consumer price index and business complexity [10][16] Group 6: Termination and Replacement - The company must replace the accounting firm under specific circumstances, such as delays in audit work or loss of qualifications [22][23] - The process for replacing an accounting firm includes thorough investigation and evaluation of both the outgoing and incoming firms [24][25]

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].

董事及高级管理人员薪酬与考核管理办法 奇精机械股份有限公司 董事及高级管理人员薪酬与考核管理办法 （2025 年 9 月修订） 第一章 总则 （二）责、权、利统一原则：体现薪酬与岗位价值高低、履行责任义务大小 相符； （三）长远发展原则：体现薪酬与公司持续健康发展的目标相符； （四）激励约束并重原则：体现薪酬发放与考核、奖惩挂钩，与公司激励机 制挂钩。 董事及高级管理人员薪酬与考核管理办法 第四条 独立董事、不在公司领取薪酬的非独立董事，不参与公司内部绩效 考核。 第二章 管理机构 第五条 董事会薪酬与考核委员会作为本公司董事会的专职机构，负责本管 理办法的起草和修订；制定年度绩效目标和具体考核方案；负责审查公司董事、 高级管理人员履职情况并对其进行年度考核，制定董事、高级管理人员年度薪酬 方案；负责对公司薪酬制度执行情况进行监督。 第一条 为进一步加强奇精机械股份有限公司（以下简称"公司"）董事、 高级管理人员的薪酬管理，建立和完善激励约束机制，有效地调动董事、高级管 理人员的工作积极性，提高公司经营管理水平，促进公司健康、持续、稳定发展， 根据《中华人民共和国公司法》《上市公司治理准则》《上市公司独立董事 ...

奇精机械股份有限公司股东会网络投票实施细则 奇精机械股份有限公司 股东会网络投票实施细则 （2025 年 9 月） 第一章 总 则 第一条 为规范奇精机械股份公司（以下简称"公司"）股东会的表决机制，保 护投资者合法权益，根据《中华人民共和国公司法》《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》（以下简称"《规范运作》" ） 等相关法律、行政法规、规章、规范性文件和《公司章程》的规定，特制订本细则。 第二条 本细则所称公司股东会网络投票系统（以下简称"网络投票系统"）是 指上海证券交易所（以下简称"上交所"）利用网络与通信技术，为公司股东非现场 行使股东会表决权提供服务的信息技术系统。上交所网络投票系统包括下列投票平 台： （一）交易系统投票平台； （二）互联网投票平台（网址：vote.sseinfo.com）。 第三条 公司召开股东会，应当按照相关规定向股东提供网络投票方式，履行股 东会相关的通知和公告义务，做好股东会网络投票的相关组织和准备工作。 第四条 公司为股东提供网络投票方式的，应当按照上交所公告格式的要求，使 用上交所公告编制软件编制股东会相关公告，并按规定披 ...

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]