广东安达智能装备股份有限公司 对外投资管理制度 广东安达智能装备股份有限公司 对外投资管理制度 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（下称"公司"）对外投资行 为，防范投资风险，提高对外投资效益，根据《中华人民共和国公司法》（以下 简称"《公司法》"）、《上市公司治理准则》、《上海证券交易所科创板股票 上市规则》（以下简称"《上市规则》"）、《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》等法律、法规、规范性文件的相关规定，结 合《广东安达智能装备股份有限公司章程》（下称"《公司章程》"）等公司制度， 制定本制度。 第二条 本制度所称对外投资，是指公司及公司的控股子公司（以下简称"子 公司"）的一切对外进行的投资行为。本公司对外进行的投资行为，即本公司将 货币资金以及经资产评估后的房屋、机器、设备、物资等实物，以及专利权、技 术、商标权、土地使用权等无形资产作价出资，进行各种形式的投资活动。 本制度适用于公司以及公司的全资子公司、控股子公司。 第三条 按照投资期限的长短，公司对外投资分为短期投资和长期投资。 第四条 短期投资主要指公司购入的能随时变现且持有时间不超过一年 ...

Core Viewpoint - The document outlines the foreign exchange hedging management system of Guangdong Anda Intelligent Equipment Co., Ltd., aimed at regulating foreign exchange hedging activities, enhancing management, and mitigating foreign currency exchange risks [2][3]. Summary by Sections General Principles - The system is established to ensure the safety of the company's assets and is based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2]. - Foreign exchange hedging activities include various financial instruments such as forward foreign exchange contracts, foreign exchange swaps, and options, aimed at mitigating exchange rate or interest rate risks [2][3]. Operational Principles - The company must conduct hedging activities based on legitimate, prudent, safe, and effective principles, focusing on normal business operations and avoiding speculative transactions [4]. - Transactions are only permitted with qualified financial institutions approved by the State Administration of Foreign Exchange and the People's Bank of China [4][5]. Approval and Authorization - The Board of Directors and the Shareholders' Meeting are responsible for approving foreign exchange hedging activities, with specific thresholds for reporting to the Shareholders' Meeting based on transaction values [6][7]. - The Chairman of the Board or the authorized CFO is responsible for the implementation and management of hedging activities [6][7]. Management and Internal Processes - The finance department is responsible for managing hedging activities, while the internal audit department supervises compliance [8]. - A clear internal process is established for monitoring currency exchange trends and executing hedging transactions [8][9]. Information Disclosure and Record Keeping - The company must disclose hedging activities according to regulations from the China Securities Regulatory Commission and the Shanghai Stock Exchange [9][10]. - Documentation related to hedging activities must be maintained for ten years [9][10]. Miscellaneous - The system will be revised in accordance with future laws and regulations, ensuring compliance and adaptability [11].

General Provisions - The company is established to protect the legal rights of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws and regulations [2][3] - The company was registered in Dongguan and approved for public offering of shares on February 25, 2022, with 20,202,020 shares issued [3][4] - The registered capital of the company is RMB 81,914,036 [3] Business Objectives and Scope - The company's business objective is to adapt to market economy requirements and leverage the advantages of its founders to achieve continuous development and good economic returns for shareholders [4][5] - The business scope includes general equipment manufacturing, software development, technical services, import and export of goods, and manufacturing and sales of industrial robots [4][5] Shares - The company's shares are issued in the form of stocks, with all shares being ordinary shares with a par value of RMB 1.00 each [5][6] - The total number of shares issued by the company is 81,914,036 [6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, request meetings, supervise company operations, and access company documents [10][11] - Shareholders must comply with laws and regulations, pay for their subscribed shares, and cannot withdraw their capital except as legally permitted [14][41] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [48] - Shareholder proposals must be submitted in writing and can be made by shareholders holding 1% or more of the shares [60][62] Voting and Resolutions - Ordinary resolutions require a simple majority of votes, while special resolutions require two-thirds of the votes [81][83] - Certain matters, such as capital changes and amendments to the articles of association, require special resolutions [83]

广东安达智能装备股份有限公司 审计委员会工作细则 第一章 总则 第一条 为充分发挥审计委员会对公司财务信息、内部控制、内外部审计等 工作的监督作用，健全上市公司内部监督机制，持续完善公司内控体系建设,确 保董事会对经理层的有效监督管理,不断完善公司治理结构,根据《中华人民共和 国公司法》（以下简称"《公司法》"）、《上市公司治理准则》《上海证券交易所 科创板股票上市规则》《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》 《广东安达智能装备股份有限公司章程》 （以下简称"《公司章程》"） 及其他有关规定，公司设立董事会审计委员会，并制定本工作细则。 第二条 董事会审计委员会是董事会设立的专门工作机构，对董事会负责， 主要负责审核公司财务信息及其披露、监督及评估内外部审计工作和内部控制， 并行使《公司法》规定的监事会的职权。 第二章 人员组成 第三条 审计委员会成员由三名董事组成，均为不在公司担任高级管理人员 的董事，应当具备履行审计委员会工作职责的专业知识和经验，其中独立董事应 当过半数，至少有一名独立董事是会计专业人士。 第四条 审计委员会委员由董事长、二分之一以上独立董事或全体董事三分 ...

广东安达智能装备股份有限公司 董事会议事规则 广东安达智能装备股份有限公司 董事会议事规则 第一章 总 则 第一条 宗旨 为了进一步规范广东安达智能装备股份有限公司（以下简称"公司"）董事会 的议事方式和决策程序，促使董事和董事会有效地履行其职责，提高董事会规范 运作和科学决策水平，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》《上海证券交易所科创板股票 《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》 上市规则》 等相关法律、法规和规范性文件以及和《广东安达智能装备股份有限公司章程》 （以下简称"《公司章程》"）等有关规定，特制定本规则。 第二条 董事会职能 公司设董事会，对股东会负责。董事会应当确保公司依法合规运作，公平对 待所有股东，并维护其他利益相关者的合法权益。 第二章 董事会的组成与职权 第三条 董事会组成 公司董事会由 7 名董事组成，设董事长 1 人，董事长以全体董事的过半数选 举产生和罢免。董事会成员中包含 3 名独立董事，1 名职工代表董事。 第五条 董事会职权 公司董事会行使下列职权： （一）召集股东会，并向股东会 ...

General Overview - The company has established a Strategic Committee under the Board of Directors to enhance core competitiveness and improve decision-making efficiency regarding major investments and capital operations [1][2]. Composition of the Committee - The Strategic Committee consists of three directors, including at least one independent director, with the Chairman of the Board being a permanent member [2][3]. - The members are nominated by the Chairman, more than half of the independent directors, or one-third of all directors, and elected by a majority of the Board [2]. Responsibilities and Authority - The main responsibilities of the Strategic Committee include researching and proposing suggestions for the company's long-term development strategy, major investment financing plans, and significant capital operations [3]. - The Committee is accountable to the Board of Directors, and its proposals must be submitted for Board review [3]. Meeting Procedures - The Strategic Committee holds meetings as needed, with a requirement for at least two-thirds of the members to be present for the meeting to proceed [5]. - Decisions are made by a majority vote of the members present, and meetings can be conducted via telecommunication if necessary [5][8]. Documentation and Confidentiality - Meeting records must be kept for at least ten years, including details such as date, attendees, agenda, and voting results [5][8]. - All attendees have a confidentiality obligation regarding the matters discussed in the meetings [8]. Implementation and Amendments - The rules established by the Strategic Committee will take effect upon approval by the Board and can be amended by the Board as well [9].

General Provisions - Guangdong Anda Intelligent Equipment Co., Ltd. establishes a Nomination Committee to regulate the selection of directors and senior management, optimize board composition, and improve corporate governance [1][2] - The Nomination Committee is a specialized working body under the board, responsible for researching and reviewing candidates for directors and senior management, and making recommendations to the board [1][2] Composition of the Committee - The Nomination Committee consists of three directors, with a majority being independent directors [2] - Committee members are nominated by the chairman, more than half of the independent directors, or more than one-third of all directors, and elected by a majority of the board [2] Responsibilities and Authority - The Nomination Committee's specific responsibilities include proposing the scale and composition of the board based on the company's operations, asset size, and shareholding structure [2][3] - The committee is authorized to search for qualified candidates for directors and senior management, review candidates, and make recommendations for appointments [3][4] Working Procedures - The board office serves as the daily operational department for the Nomination Committee, assisting in the preparation of necessary materials and the implementation of selection standards and procedures [4] - The committee must actively communicate with relevant departments to assess the need for new directors and senior management [4][5] Meeting Rules - The Nomination Committee holds meetings as proposed by the convener, with notifications sent at least three days in advance, or immediately in urgent situations [5][6] - Meetings require the presence of at least two-thirds of the members to be valid, and decisions must be approved by a majority [5][6] Confidentiality and Record Keeping - Members attending meetings have confidentiality obligations and must not disclose information without authorization [7] - Meeting records must be signed by attendees and preserved by the board secretary for ten years [7] Final Provisions - The implementation rules of the Nomination Committee take effect upon approval by the board and are subject to revision and interpretation by the board [7]

General Principles - The rules are established to ensure the smooth conduct of shareholder meetings, enhance efficiency, and protect shareholders' legal rights [1][2] - The company must strictly adhere to relevant laws, regulations, and its articles of association when convening shareholder meetings [1][2] Types of Shareholder Meetings - Shareholder meetings are categorized into annual and extraordinary meetings, with annual meetings held within six months after the end of the previous fiscal year [2] - Extraordinary meetings must be convened within two months under specific circumstances, such as insufficient board members or significant losses [2][3] Convening Shareholder Meetings - The board of directors is responsible for convening meetings within the stipulated time frames and must report to regulatory bodies if unable to do so [3][4] - Independent directors and the audit committee have the right to propose extraordinary meetings, and the board must respond within ten days [3][4][5] Proposals and Notifications - Proposals for shareholder meetings must fall within the scope of the meeting's authority and comply with legal and regulatory requirements [6][7] - Notifications for annual meetings must be sent at least twenty days in advance, while extraordinary meetings require a fifteen-day notice [7][8] Conducting Shareholder Meetings - Meetings can be held at the company's registered address or another specified location, and must provide options for remote participation [9][10] - All shareholders or their proxies have the right to attend and vote, with specific identification requirements for both individual and corporate shareholders [10][11] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions needing two-thirds approval [13][14] - Voting must be conducted in a transparent manner, with results announced immediately after the meeting [19][20] Record Keeping and Disclosure - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for ten years [21][22] - The company is obligated to disclose the resolutions passed at the meeting promptly, including details of any rejected proposals [20][22] Amendments and Effectiveness - The rules can be amended by the board and must be approved by the shareholders, taking effect immediately upon approval [23]

Group 1 - On August 28, Andar Intelligent experienced a decline of 0.68% with a transaction volume of 51.84 million yuan [1] - The financing data for Andar Intelligent on the same day showed a financing purchase amount of 5.49 million yuan and a financing repayment of 6.95 million yuan, resulting in a net financing outflow of 1.46 million yuan [1] - As of August 28, the total balance of margin trading for Andar Intelligent was 68.10 million yuan, accounting for 7.13% of its circulating market value, indicating a high level compared to the past year [1] Group 2 - As of June 30, Andar Intelligent had 4,289 shareholders, an increase of 13.98% from the previous period, while the average circulating shares per person decreased by 9.57% to 5,245 shares [2] - For the first half of 2025, Andar Intelligent reported an operating income of 343 million yuan, a year-on-year increase of 9.55%, but a net profit attributable to shareholders of the parent company was -58.44 million yuan, a decrease of 358.89% year-on-year [2] Group 3 - Since its A-share listing, Andar Intelligent has distributed a total of 133 million yuan in dividends, with 52.63 million yuan distributed in the last three years [3] - As of June 30, 2025, the top ten circulating shareholders of Andar Intelligent saw the exit of Bosera Balanced Optimal Mixed A (016978) from the list [3]

Core Viewpoint - The company faced challenges in the first half of 2025, including global trade tensions impacting overseas sales, but is actively working to enhance profitability through resource optimization and market expansion efforts [1][2]. Financial Performance - In the first half of 2025, the company achieved operating revenue of 342.59 million yuan, a year-on-year increase of 9.55% [1]. - Total assets at the end of the period reached 2.39 billion yuan, reflecting a growth of 4.93% from the beginning of the year [1]. - The overall gross margin declined due to lower initial gross margins on new products and changes in revenue structure [1]. Market Strategy - The company accelerated its overseas market expansion and strengthened its supply chain resilience [2]. - It reinforced its supply advantages with major global consumer electronics clients and increased efforts in emerging markets such as AI servers and hydrogen energy [2]. Research and Development - R&D investment totaled 62.04 million yuan, accounting for 18.11% of operating revenue [3]. - The company employed 411 R&D personnel, representing 25.31% of its total workforce [3]. - Significant progress was made in developing new intelligent valve bodies and optimizing existing models, enhancing product performance and stability [3]. Future Outlook - The company aims to drive smart manufacturing upgrades, focusing on R&D and product innovation while expanding into new fields such as automotive electronics and semiconductor packaging [4]. - It plans to implement Management By Plan (MBP) to optimize business structure and resource allocation, aiming to improve overall profitability and operational efficiency [4].