Core Points - The nominee, Ningbo Qijing Holdings Co., Ltd., has proposed a candidate for the independent director position on the fifth board of Qijing Machinery Co., Ltd. and has confirmed the candidate's qualifications and independence [1][2] - The nominee has ensured that the candidate possesses the necessary knowledge of listed company operations and has over five years of relevant work experience in law, economics, accounting, finance, or management [1] - The candidate meets the legal and regulatory requirements for independent directors as outlined in various Chinese laws and regulations [1][2] - The nominee has verified that the candidate does not have any relationships that could affect their independence, including not being a major shareholder or having significant business dealings with the company [1][2] - The candidate has no adverse records, such as administrative penalties or criminal charges from the China Securities Regulatory Commission (CSRC) in the last 36 months [2] - The nominee guarantees the accuracy and completeness of the statements made regarding the candidate's qualifications [3]

Group 1 - The candidate, Dan Aidang, has been nominated as an independent director for Qijing Machinery Co., Ltd. and confirms his qualifications and independence [1][4] - The candidate possesses over 5 years of relevant work experience in law, economics, accounting, finance, or management, and has received training recognized by the stock exchange [1][4] - The candidate meets the legal and regulatory requirements for independent directors as outlined in various Chinese laws and regulations [1][4] Group 2 - The candidate declares that he does not have any relationships that would affect his independence, including not being an employee or major shareholder of the company or its affiliates [1][4] - The candidate has no adverse records, including administrative or criminal penalties from the China Securities Regulatory Commission (CSRC) in the last 36 months [2][3] - The candidate has not been disqualified from serving as an independent director due to previous attendance issues at board meetings [3][4] Group 3 - The candidate has confirmed that he will comply with all relevant laws, regulations, and rules set forth by the CSRC and the Shanghai Stock Exchange during his tenure [4] - The candidate commits to resign if he no longer meets the qualifications for an independent director [4]

Core Points - The nominee, Ningbo Industrial Investment Group Co., Ltd., has proposed Cao Yue as a candidate for the independent director of Qijing Machinery Co., Ltd.'s fifth board of directors [1] - The nominee has confirmed that the candidate meets the qualifications for independent directors and has no relationships that could affect independence [1][2] - The candidate possesses over 5 years of relevant work experience and has completed recognized training [1] Summary by Sections Nomination and Qualifications - The nominee has fully understood the candidate's professional background, education, and work experience [1] - The candidate has agreed to serve as an independent director and has undergone necessary training [1] - The candidate's qualifications comply with various legal and regulatory requirements, including the Company Law of the People's Republic of China and the regulations from the China Securities Regulatory Commission [1] Independence Criteria - The candidate does not fall under any categories that would compromise independence, such as holding significant shares or having close relationships with major shareholders [1] - The candidate has no recent history of administrative or criminal penalties from the China Securities Regulatory Commission [2] - The candidate has not been disqualified from serving as an independent director due to attendance issues in previous roles [2] Confirmation and Assurance - The nominee guarantees that the statements made are true, complete, and accurate, acknowledging the consequences of false declarations [3]

Core Points - The candidate, Cao Yue, has been nominated by Ningbo Industrial Investment Group Co., Ltd. as an independent director candidate for Qijing Machinery Co., Ltd.'s fifth board of directors [1] - The candidate possesses the necessary qualifications and experience, including over 5 years in legal, economic, accounting, financial, or management fields [1] - The candidate confirms independence and does not fall under any disqualifying conditions as outlined by relevant laws and regulations [1][2][3] Qualifications and Compliance - The candidate has completed training and holds recognized certification from the securities exchange [1] - The candidate's qualifications meet the requirements set forth by the Company Law of the People's Republic of China and other relevant regulations [1] - The candidate has no adverse records, including administrative or criminal penalties from the China Securities Regulatory Commission in the last 36 months [2][3] Commitment to Independence - The candidate has not been disqualified from serving as an independent director due to previous attendance issues at board meetings [3] - The candidate's concurrent roles as an independent director in domestic listed companies do not exceed three, and tenure at Qijing Machinery Co., Ltd. has not surpassed six years [3] - The candidate commits to adhering to all legal and regulatory requirements during the tenure as an independent director [4]

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。 奇精机械股份有限公司（以下简称"公司"）第四届董事会任期将于 2025 年 9 月 18 日届满，公司根据《公司法》和《公司章程》等相关规定开展换届选 举工作。现将本次董事会换届选举情况公告如下： 一、董事会换届选举情况 根据《公司章程》规定，公司董事会由 9 名董事组成，其中独立董事 3 名， 职工董事 1 名。因连续担任公司独立董事满六年，公司独立董事明新国先生将于 本届任期届满后离任。 公司控股股东宁波工业投资集团有限公司提名梅旭辉先生、王东升先生、李 亨生先生、缪开先生为公司第五届董事会非独立董事候选人，提名曹悦先生为公 司第五届董事会独立董事候选人；股东宁波奇精控股有限公司提名汪伟东先生为 公司第五届董事会非独立董事候选人，提名单爱党先生、潘俊先生为公司第五届 董事会独立董事候选人。 证券代码：603677 证券简称：奇精机械 公告编号：2025-037 奇精机械股份有限公司 公司于 2025 年 9 月 5 日召开第四届董事会第二十八次会议，审议通过了《关 于选举公司 ...

Core Points - The document outlines the rules governing the shareholders' meetings of Qijing Machinery Co., Ltd, ensuring compliance with relevant laws and regulations [1][3][54] - The rules apply to all shareholders, their representatives, and company directors, emphasizing the importance of lawful conduct during meetings [2][3] Group 1: Meeting Types and Summoning - The shareholders' meetings are categorized into annual and temporary meetings, with annual meetings required to be held within six months after the end of the fiscal year [2][5] - Temporary meetings must be convened within two months under specific circumstances, such as insufficient board members or significant losses [2][5] - The board of directors is responsible for timely convening meetings and must report to regulatory bodies if unable to do so [2][5][6] Group 2: Legal Opinions and Procedures - Legal opinions must be obtained for the legality of the meeting's procedures, participant qualifications, and voting results [4][6] - Independent directors can propose temporary meetings, and the board must respond within ten days [5][6] - If the board fails to convene a meeting, the audit committee or shareholders holding over 10% of shares can initiate the meeting [6][7] Group 3: Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting and be submitted in writing [14][15] - Shareholders holding over 1% of shares can propose items for discussion ten days before the meeting [16][17] - Notifications for annual meetings must be sent at least 20 days in advance, while temporary meetings require a 15-day notice [17][18] Group 4: Meeting Conduct and Voting - Meetings must be held at the company's registered location, and provisions for remote participation must be made [22][23] - Shareholders can vote in person or by proxy, with specific requirements for proxy documentation [26][27] - Voting results must be announced immediately after the meeting, and detailed records of the proceedings must be maintained [46][48] Group 5: Decision Making and Announcements - Resolutions must be announced promptly, detailing the number of participating shareholders and voting results [46][47] - If a proposal is not approved, it must be highlighted in the announcement [47] - The company must implement decisions regarding dividends or capital increases within two months after the meeting [51][52]

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].

Core Points - The document outlines the compensation and assessment management measures for directors and senior management of Qijing Machinery Co., Ltd, aiming to enhance management efficiency and promote sustainable development of the company [1][10] - The compensation structure includes basic salary, performance salary, and special rewards, with specific criteria for each component [6][7] Summary by Sections General Principles - The management measures are established to strengthen the compensation management of directors and senior management, ensuring alignment with market levels and company performance [1] - The principles guiding the compensation include fairness, alignment of responsibilities and rights, long-term development, and a balance between incentives and constraints [1] Management Structure - The Board of Directors' Compensation and Assessment Committee is responsible for drafting and revising the management measures, setting annual performance goals, and reviewing the performance of directors and senior management [3] - The committee's decisions on compensation plans require approval from the Board of Directors and the shareholders' meeting [3] Compensation Composition - Directors' compensation is determined based on the latest approved compensation policy, while senior management's compensation consists of basic salary, performance salary, and special rewards [4][6] - The calculation formula for annual compensation is: Annual Compensation = Basic Salary + Performance Salary + Special Rewards [6] Performance Assessment - Performance assessment indicators are derived from the company's strategic goals and responsibilities of senior management, categorized into operational, management, and task-related indicators [9] - The annual performance goals and assessment plans are established by March 31 each year, with adjustments allowed only under specific circumstances [10] Compensation Management - Independent directors receive quarterly allowances, while non-independent directors and senior management receive monthly basic salaries [12] - The compensation system is designed to adapt to the company's development strategy and may be adjusted based on inflation, industry salary trends, and the company's profitability [9]