General Principles - The purpose of the cumulative voting system is to enhance the governance structure of Guangdong Andar Intelligent Equipment Co., Ltd., regulate the election of directors, ensure shareholders can fully exercise their rights, and protect the interests of minority shareholders [2][3] - The cumulative voting system allows shareholders to have voting rights equal to the number of shares they hold multiplied by the number of directors to be elected, enabling them to concentrate their votes on one candidate or distribute them among multiple candidates [3][4] Nomination of Director Candidates - Only shareholders holding more than 1% of the company's issued shares can propose new director candidates at least 10 days before the shareholders' meeting [4][5] - The nominated candidates must undergo qualification review by the current board's nomination committee before being submitted for election [4][5] Election of Directors - The cumulative voting method must be clearly stated in the notice of the shareholders' meeting, and the voting process must be explained to shareholders [6][10] - Each shareholder's voting power is calculated based on their shares multiplied by the number of directors to be elected, and they can allocate their votes as they see fit [6][7] Principles of Director Election - Directors are elected based on the total votes received, with candidates needing to secure more than half of the voting rights represented at the meeting to be elected [8][9] - If the number of elected directors is less than required but exceeds the legal minimum, the vacancies will be filled in the next shareholders' meeting [9][10] Miscellaneous Provisions - The cumulative voting system will be revised in accordance with any new laws or regulations issued by relevant authorities [12] - The board of directors is responsible for interpreting and amending this system, which takes effect upon approval by the shareholders' meeting [12]

广东安达智能装备股份有限公司 子公司管理制度 广东安达智能装备股份有限公司 子公司管理制度 第一章 总 则 《上海证券交易所科创板股票上市规则》 （以下简称"《上 《上海证券交易所科创板上市公司自律监管指引第 1 号——规范运作》 市规则》"）、 等法律、法规、规范性文件及《广东安达智能装备股份有限公司章程》（以下简 称"《公司章程》"）的相关规定，结合公司的实际情况，制订本制度。 第二条 本制度所称子公司是指公司根据总体战略规划、产业结构布局或业 务发展需要而依法设立或投资的、具有独立法人主体资格的公司，包括： 在 50%以上，具体是指公司持有其 50%以上的股权，或者持股 50%以下但能够 决定其董事会半数以上成员的当选，或者通过协议或其他安排能够实际控制的子 公司。 第三条 本制度旨在加强对子公司的管理，建立有效的控制机制，对子公司 的组织、战略、投资、生产、经营、财务、人事、信息披露等重要的经营运作活 动进行规范，加强对子公司的管控力度，提高公司整体运作效率和抗风险能力。 第四条 公司依据对子公司资产控制和规范运作要求，行使对子公司的重大 事项管理。同时，负有对子公司指导、监督和相关服务的义务。 第五 ...

Core Points - The document outlines the insider information management system of Guangdong Anda Intelligent Equipment Co., Ltd, aimed at regulating insider information management and protecting investors' rights [1][2][3] Group 1: Insider Information Management - The board of directors is responsible for managing insider information and must ensure the accuracy and completeness of insider information records [1][2] - All directors, senior management, and relevant departments must maintain confidentiality regarding insider information and cooperate with the board secretary in registering and reporting insider information [2][3] - Insider information must be kept to a minimum number of people before public disclosure, and insider trading is strictly prohibited [3][4] Group 2: Definition and Scope of Insider Information - Insider information is defined as non-public information that could significantly impact the company's operations, finances, or stock prices [4][5] - Examples of insider information include major changes in business strategy, significant asset transactions, and major debts or losses [4][5] Group 3: Registration and Reporting of Insider Information - The company must maintain a detailed record of insider information personnel and report this information to the Shanghai Stock Exchange within five trading days after public disclosure [8][12] - The registration process includes filling out an insider information personnel record form and ensuring all information is accurate and complete [10][13] Group 4: Confidentiality Obligations - Insider information personnel are obligated to keep information confidential and are prohibited from trading company securities based on insider information [14][18] - The company must implement strict confidentiality agreements with external advisors and ensure that insider information is not leaked before public disclosure [14][15] Group 5: Accountability and Penalties - Violations of insider information regulations can lead to disciplinary actions, including warnings, demotions, or termination of employment [18][19] - The company reserves the right to pursue legal action against individuals who disclose insider information or engage in insider trading [19]

Core Viewpoint - The document outlines the investor relations management system of Guangdong Anda Intelligent Equipment Co., Ltd., emphasizing the importance of effective communication with investors to enhance understanding, trust, and corporate governance [1][2]. Group 1: Principles of Investor Relations Management - Compliance Principle: The company must conduct investor relations management in accordance with laws, regulations, and internal rules [2]. - Equality Principle: All investors should be treated equally, with special provisions for small and medium investors [2]. - Proactive Principle: The company should actively engage with investors, listening to their opinions and responding to their needs [2]. - Honesty and Integrity Principle: The company must maintain integrity and responsibility in its investor relations activities [2]. Group 2: Content and Methods of Investor Relations Management - Target Audience: The investor relations management work includes communication with investors, analysts, media, regulatory bodies, and other relevant parties [3]. - Communication Channels: The company should utilize multiple channels such as the official website, new media platforms, and direct communication methods like meetings and roadshows [3][4]. - Investor Feedback: The company must establish dedicated contact points for investor inquiries and ensure timely responses [4][5]. Group 3: Organizational Structure and Responsibilities - Board Responsibility: The board of directors is responsible for formulating the investor relations management system, with the chairman overseeing the activities [8][9]. - Coordination Mechanism: A good internal coordination mechanism should be established to gather and share relevant information across departments [9]. - Training: Regular training should be provided to directors and management on investor relations management [10]. Group 4: Compliance and Record-Keeping - Information Disclosure: The company must ensure that all disclosed information is accurate and not misleading, and maintain a clear distinction between promotional content and media reports [10][11]. - Record Management: The company should keep detailed records of all investor relations activities, including communications and feedback [10][11].

广东安达智能装备股份有限公司 董事、高级管理人员离职管理制度 第一章 总则 第一条 为规范广东安达智能装备股份有限公司（以下简称"公司"）董事、 高级管理人员离职程序，确保公司治理结构的稳定性和连续性，维护公司及股东 的合法权益，公司根据《中华人民共和国公司法》 市公司治理准则》《上海证券交易所科创板股票上市规则》及其他有关法律法规 和《广东安达智能装备股份有限公司章程》（以下简称"《公司章程》"）的规定， 并结合公司的实际情况制定本制度。 第二条 本制度适用于公司董事（含独立董事）、高级管理人员因任期届满、 辞职、被解除职务或其他原因离职的情形。 《中华人民共和国证券法》 《上 第三条 公司董事、高级管理人员离职管理应遵循以下原则： （一）合法合规原则：严格遵守国家法律法规、监管规定及《公司章程》的 要求； （二）公开透明原则：及时、准确、完整地披露董事、高级管理人员离职相 关信息； （三）平稳过渡原则：确保董事、高级管理人员离职不影响公司正常经营和 治理结构的稳定性； （四）保护股东权益原则：维护公司及全体股东的合法权益。 第二章 离职管理机构与流程 第四条 公司董事可以在任期届满以前辞任。公司董事辞任应 ...

Core Viewpoint - The company has established a long-term mechanism to prevent the occupation of funds by major shareholders and other related parties, ensuring the safety of its financial resources and compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The company aims to prevent the occupation of funds by major shareholders and related parties through strict adherence to laws such as the Company Law and Securities Law, as well as internal regulations [1]. - The board of directors and senior management are obligated to maintain the safety of the company's funds [1]. Group 2: Prevention Measures - The company must prevent any direct or indirect occupation of funds, assets, and resources by major shareholders and related parties [2]. - All transactions with major shareholders and related parties must comply with the Listing Rules and the company's related party transaction management system [2][3]. - Specific prohibited actions include providing funds for salaries, debts, or other expenses of major shareholders and related parties without proper transaction backgrounds [2][3]. Group 3: Responsibilities and Accountability - The chairman of the board is the primary responsible person for preventing fund occupation and ensuring the recovery of occupied funds [4]. - The board of directors must take effective measures to stop any infringement by major shareholders and related parties and may pursue legal action if necessary [5][6]. - Independent directors are responsible for monitoring fund transactions with related parties and must report any irregularities to the board [5][6]. Group 4: Consequences of Violations - Directors and senior management who assist or condone the occupation of company assets may face disciplinary actions, including potential dismissal [8]. - The company will pursue legal responsibility for any losses caused to investors due to violations of these regulations [8].

Core Viewpoint - The profit distribution management system of Guangdong Anda Intelligent Equipment Co., Ltd. aims to establish a scientific, sustainable, and stable distribution mechanism to enhance transparency and protect the rights of minority investors [1][2]. General Principles - The company adheres to relevant laws and regulations, including the Company Law and Securities Law, to ensure the rights of shareholders in profit distribution decisions [1][2]. - The company emphasizes the importance of investor rights, particularly for minority shareholders, in formulating its profit distribution policy [2][3]. Profit Distribution Order - The company must allocate its after-tax profits in a specific order, starting with a 10% allocation to the statutory reserve fund, unless the cumulative amount exceeds 50% of the registered capital [2]. - If the statutory reserve fund is insufficient to cover previous losses, the current year's profits must first be used to offset those losses before any allocations [2]. - After addressing losses and statutory reserves, remaining profits can be distributed to shareholders based on their shareholding ratio, subject to shareholder approval [2][3]. Profit Distribution Policy - The company implements an active profit distribution policy, prioritizing reasonable returns for investors while ensuring continuity and stability in its distribution practices [4][5]. - Profit distribution can be in the form of cash, stock, or a combination, with cash dividends preferred when conditions allow [4][5]. - The company aims to distribute at least 30% of the average distributable profits over three consecutive years in cash, barring significant investment plans or cash expenditures [5][6]. Decision-Making Mechanism - The company is required to develop a shareholder return plan every three years, detailing specific arrangements for dividends and the timing of distributions [6][7]. - The board of directors must consider the opinions of independent directors and public investors during the decision-making process for profit distribution [6][7]. Supervision and Disclosure - The board and management's adherence to the profit distribution policy is subject to oversight by the audit committee [8][9]. - The company must complete the distribution of dividends within two months after the shareholder meeting's resolution or the board's decision on mid-year dividends [9][10]. Amendments to the Policy - Any adjustments to the profit distribution policy must comply with relevant regulations and require a special resolution from the shareholder meeting [8][9].

Core Points - The document outlines the work system for the Secretary of the Board of Directors of Guangdong Anda Intelligent Equipment Co., Ltd, emphasizing the responsibilities and qualifications required for the role [1][2][4]. Group 1: General Provisions - The purpose of the work system is to promote the standardized operation of the company and clarify the responsibilities and powers of the Board Secretary [1]. - The Board Secretary is a senior management personnel and the designated contact person with the Shanghai Stock Exchange, responsible for faithfully and diligently performing duties [1][2]. - The company must provide necessary conditions for the Board Secretary to fulfill their responsibilities, and relevant personnel must support their work [1]. Group 2: Qualifications - The qualifications for the Board Secretary include at least three years of experience in economics, management, or securities, and necessary professional knowledge in finance, management, and law [2]. - Individuals with certain disqualifying conditions, such as administrative penalties from the China Securities Regulatory Commission or being deemed unsuitable by the stock exchange, cannot serve as Board Secretary [2]. Group 3: Main Responsibilities - The Board Secretary is responsible for handling information disclosure matters, including the publication of company information and confidentiality of undisclosed significant information [5][6]. - They must supervise compliance with information disclosure regulations and assist relevant parties in fulfilling their disclosure obligations [6]. - The Board Secretary is also tasked with managing investor relations, overseeing shareholding management, and assisting the Board in establishing internal control systems [6][7]. Group 4: Appointment and Dismissal Procedures - The Board Secretary is nominated by the Chairman and appointed or dismissed by the Board of Directors [8]. - The company must promptly announce the appointment of the Board Secretary and submit relevant documents to the Shanghai Stock Exchange [8][9]. - If the Board Secretary is dismissed or resigns, the company must report the reasons to the stock exchange and ensure a new appointment within three months [9][10].

General Provisions - The purpose of the guidelines is to clarify the responsibilities and rights of the General Manager, standardize work behavior, and ensure lawful exercise of authority in accordance with relevant laws and the company's articles of association [1] Qualifications and Appointment Procedures - The General Manager is responsible to the Board of Directors, nominated by the Chairman, and appointed or dismissed by the Board [2] - The General Manager must possess rich economic and management knowledge, strong organizational and coordination abilities, relevant work experience, integrity, and comply with the qualifications set forth in the company's articles of association [2] Restrictions on Appointment - Individuals with certain disqualifying conditions, such as criminal convictions related to corruption or bankruptcy responsibilities, are prohibited from serving as General Manager [2] Structure of Management - The company has one General Manager, several Deputy General Managers, a Secretary of the Board, and a Chief Financial Officer, all appointed by the Board [3] Responsibilities and Authority of the General Manager - The General Manager has the authority to attend Board meetings and is responsible for the overall management of the company, including implementing Board decisions and reporting on work progress [4][5] - Key responsibilities include maintaining company assets, developing strategic plans, enhancing management systems, promoting technological advancements, and improving employee training and corporate culture [4][5] Meeting Procedures - The General Manager is responsible for convening and presiding over management meetings, which are held irregularly based on operational needs [8] - Meeting records must be kept confidential and include details such as attendees, main content, and decisions made [9][10] Reporting System - The General Manager must report to the Board on the implementation of business plans, major contracts, and significant investment projects, ensuring the accuracy of the information provided [11][12] Miscellaneous - The guidelines are subject to interpretation and revision by the Board and will take effect upon approval [12]

广东安达智能装备股份有限公司 信息披露管理制度 广东安达智能装备股份有限公司 信息披露管理制度 第一章 总则 第一条 为规范广东安达智能装备股份有限公司（以下简称"公司"）的信息 披露行为，正确履行信息披露义务，切实保护公司、股东、债权人及其他利益相 关者的合法权益，根据《中华人民共和国公司法》《中华人民共和国证券法》《上 市公司信息披露管理办法》《科创板上市公司持续监管办法（试行）》《上海证 券交易所科创板股票上市规则》（以下简称"《上市规则》"）和《上海证券交 易所科创板上市公司自律监管指引第 1 号——规范运作》等有关规定及中国证券 监督管理委员会（以下简称"中国证监会"）的要求，结合《广东安达智能装备 股份有限公司章程》（以下简称"《公司章程》"），制定本制度。 第二条 本制度所称"信息"系指所有可能对公司证券及其衍生品种交易价 格产生重大影响的信息以及按照现行的法律法规及证券监管机构要求所应披露 的信息。"披露"系指公司及相关信息披露人按照《上市规则》等法律法规和上 海证券交易所（以下简称"上交所"）其他相关规定在符合条件媒体上公告信息。 第三条 本制度适用于以下人员和机构： （一）公司董事和董事会 ...