Core Points - The internal reporting system for significant information at Hangzhou Kaierda Welding Robot Co., Ltd. aims to ensure timely, accurate, and complete disclosure of information that may significantly impact stock trading and investor decisions [1][2] - The system applies to the company, its subsidiaries, and associated companies where the company can exert significant influence [2] - The reporting obligations include notifying the board chairman and secretary about any significant events that could affect stock prices or trading volumes [3][4] Group 1: Reporting Obligations - The internal information reporting obligations apply to directors, senior management, core technical personnel, and other key stakeholders [2][3] - Shareholders holding more than 5% of shares must also report significant events to the board [3][9] - Confidentiality is required until the information is publicly disclosed [3][14] Group 2: Definition of Significant Information - Significant information includes major meetings, transactions, and events that could impact the company's financial status or stock price [4][5] - Specific thresholds for reporting include transactions exceeding 10% of total audited assets or annual revenue [4][5] - Related party transactions and litigation matters must also be reported if they meet certain criteria [5][6] Group 3: Reporting Procedures - Information must be reported on the day the reporting party becomes aware of the significant event [16][17] - The board secretary is responsible for evaluating and determining the need for public disclosure [13][15] - The company must maintain a record of all internal communications regarding significant information [14][15] Group 4: Responsibilities and Consequences - The board chairman is the primary responsible person for information disclosure, while the board secretary manages the process [15][30] - Failure to comply with reporting obligations can lead to disciplinary actions, including warnings or termination [30][31] - The company must ensure that all relevant personnel are trained on their responsibilities regarding information disclosure [15][30]

Core Points - The article outlines the independent director system of Hangzhou Kaierda Welding Robot Co., Ltd, aiming to enhance corporate governance and protect the rights of all shareholders, especially minority shareholders [2][3][4]. Group 1: Independent Director Definition and Responsibilities - Independent directors are defined as those who do not hold other positions in the company and have no direct or indirect interests that could affect their independent judgment [2][3]. - Independent directors have a duty of loyalty and diligence to the company and all shareholders, participating in decision-making, supervision, and providing professional advice [3][10]. - The company is required to have three independent directors, including at least one with accounting expertise [3][4]. Group 2: Qualifications and Independence of Independent Directors - To serve as an independent director, candidates must meet specific qualifications, including independence, relevant knowledge, and a minimum of five years of work experience in law, accounting, or economics [4][5]. - Individuals with significant relationships with the company or its major shareholders are prohibited from serving as independent directors [10][12]. Group 3: Nomination and Election Process - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares, with elections conducted at the shareholders' meeting [11][12]. - The company must disclose the qualifications of nominated independent directors and any objections from the board regarding the candidates [8][12]. Group 4: Duties and Powers of Independent Directors - Independent directors are tasked with participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making [10][12]. - They have special powers, including hiring external consultants, proposing shareholder meetings, and publicly soliciting shareholder opinions [10][11]. Group 5: Communication and Reporting - Independent directors must maintain effective communication with minority shareholders and report on their activities and findings annually [16][17]. - They are required to document their work and maintain records for at least ten years [15][16]. Group 6: Company Support for Independent Directors - The company must provide necessary resources and support for independent directors to fulfill their duties effectively [41][42]. - Independent directors should receive equal access to information and timely notifications regarding board meetings [19][20].

General Principles - The compensation management system aims to enhance the motivation of the board and senior management, improving operational efficiency [1] - The system applies to directors (including independent directors) and senior management, such as the general manager and financial officer [1] - The principles of the compensation system include fairness, alignment of responsibilities and rewards, long-term development, and a balance of incentives and constraints [1] Compensation Management Structure - The Compensation and Assessment Committee of the board is responsible for evaluating and managing the compensation standards and plans for directors and senior management [2] - The human resources and finance departments assist the committee in implementing the compensation plans [2] Compensation Standards - Directors' compensation is determined based on their roles and responsibilities within the company [3] - Non-executive directors receive allowances, while senior management's compensation consists of a base salary and an annual bonus [3] - The annual salary is calculated as: Annual Salary = Base Salary + Annual Bonus, with the bonus based on company performance and individual assessments [3][4] Compensation Distribution - Non-executive directors' allowances are paid annually, while senior management's base salary is paid monthly, and bonuses are paid in a lump sum based on year-end evaluations [4] - Compensation is pre-tax, with deductions for personal income tax and other mandatory contributions [4][7] Compensation Adjustment - The compensation system should adapt to the company's operational strategy and changing conditions [5] - Adjustments are based on industry salary trends, inflation, company profitability, and strategic changes [5] - The board can approve special rewards or penalties for specific circumstances as a supplement to regular compensation [5] Additional Provisions - Compensation during leave or study periods is governed by company policies [6] - The system is subject to relevant laws and regulations, and any inconsistencies will defer to the latter provisions [6]

Core Viewpoint - The article outlines the management system for related party transactions of Hangzhou Kaierda Welding Robot Co., Ltd, emphasizing fairness, transparency, and compliance with regulatory requirements to protect the interests of the company and its shareholders [1][2]. Group 1: General Principles - The management system aims to ensure that related party transactions are conducted fairly and in accordance with laws and regulations [1]. - Related party transactions must adhere to principles of fairness, justice, openness, and equivalent compensation, avoiding deviations from market standards [2]. - The company must avoid or minimize related party transactions whenever possible [2]. Group 2: Definition of Related Parties - Related parties include individuals or entities that control the company, hold more than 5% of shares, or are closely related to key personnel [3]. - Transactions with related parties must be disclosed if they may significantly impact the company's stock or derivatives trading prices [2] [3]. Group 3: Management Procedures - Related directors must abstain from voting on matters involving related party transactions [6]. - The approval authority for related party transactions varies: the general manager can approve transactions below 0.1% of total assets or 3 million yuan, while the board must approve larger transactions [8]. - Transactions exceeding certain thresholds require independent financial advice and must be disclosed to shareholders [14]. Group 4: Disclosure Requirements - The company must disclose details of related party transactions, including transaction summaries, pricing policies, and the impact on financial conditions [12][13]. - Announcements regarding related party transactions must include the nature of the relationship, transaction terms, and any potential conflicts of interest [12][14]. Group 5: Compliance and Amendments - The management system is subject to amendments based on changes in laws and regulations, and the board of directors is responsible for its interpretation [26][30].

Company Overview - Kaierda (SH 688255) announced the appointment of Mr. Wang Jin as the Executive Vice President, approved by the board of directors [1] - As of the report, Kaierda has a market capitalization of 4 billion yuan [1] Revenue Composition - For the year 2024, Kaierda's revenue composition is as follows: - Industrial robotics sector accounts for 69.16% - Industrial welding equipment sector accounts for 23.8% - Other businesses account for 5.16% - Other industries account for 1.87% [1]

Meeting Overview - The shareholder meeting is scheduled for September 16, 2025, at 15:00 [1] - The meeting will be held at the company's conference room located at 778 Changming Road, Xiaoshan District, Hangzhou, Zhejiang Province [1] - Voting will be conducted through both on-site and online methods using the Shanghai Stock Exchange's network voting system [1] Voting Procedures - The network voting will be available from 9:15 to 15:00 on the day of the meeting [1] - Specific voting times through the trading system are from 9:15-9:25, 9:30-11:30, and 13:00-15:00 [1] - Shareholders must complete identity verification to vote online for the first time [3] Agenda Items - The meeting will discuss the following proposals: 1. Proposal to cancel the supervisory board and amend the Articles of Association and related rules [2] 2. Proposal to revise the remuneration management system for directors and senior management [2] - These proposals were approved in the board meeting held on August 29, 2025 [2] Attendance Requirements - Shareholders registered by the close of trading on September 10, 2025, are eligible to attend [3] - Shareholders can appoint a proxy to attend and vote on their behalf [4] - Registration must be completed by September 12, 2025, at 17:00 [4] Additional Information - Attendees are responsible for their own travel and accommodation expenses [5] - Contact information for inquiries includes a phone number and email address [5]

Group 1 - The company held its ninth meeting of the fourth supervisory board on August 29, 2025, with all three supervisors present, complying with relevant laws and regulations [1][2] - The supervisory board proposed to abolish the supervisory board and its roles, transferring its powers to the audit committee of the board of directors, and to amend the company's articles of association accordingly [1][2] - The proposal to cancel the supervisory board and revise the articles of association will be subject to approval at the shareholders' meeting, while the supervisory board will continue to fulfill its duties until then [2]

证券代码：688255 证券简称：凯尔达 公告编号：2025-042 杭州凯尔达焊接机器人股份有限公司 关于召开2025年第一次临时股东大会的通知 本公司董事会及全体董事保证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、准确性和完整性依法承担法律责任。 重要内容提示： 一、 召开会议的基本情况 （一） 股东大会类型和届次 2025年第一次临时股东大会 （六） 融资融券、转融通、约定购回业务账户和沪股通投资者的投票程序 （二） 股东大会召集人：董事会 （三） 投票方式：本次股东大会所采用的表决方式是现场投票和网络投票相结 合的方式 （四） 现场会议召开的日期、时间和地点 召开日期时间：2025 年 9 月 16 日 15 点 00 分 召开地点：浙江省杭州市萧山区长鸣路 778 号杭州凯尔达焊接机器人股份有 限公司会议室 （五） 网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自2025 年 9 月 16 日 至2025 年 9 月 16 日 股东大会召开日期：2025年9月16日 本次股东大会采用的网络投票系统：上海证券交易 ...

二、监事会会议审议表决情况 1、审议通过了《关于取消监事会并修订<公司章程>及相关议事规则的议 案》 证券代码：688255 证券简称：凯尔达 公告编号：2025-039 杭州凯尔达焊接机器人股份有限公司 第四届监事会第九次会议决议公告 本公司监事会及全体监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、准确性和完整性依法承担法律责任。 一、监事会会议召开情况 杭州凯尔达焊接机器人股份有限公司（以下简称"公司"）第四届监事会第 九次会议于 2025 年 8 月 29 日以现场结合通讯方式召开。本次会议通知于 2025 年 8 月 26 日以电子邮件方式送达全体监事。会议应出席监事 3 人，实际出席监 事 3 人。会议由监事会主席王述先生召集主持。本次会议的召集、召开及表决程 序符合《中华人民共和国公司法》（以下简称"《公司法》"）等法律、行政法 规、部门规章和《公司章程》的有关规定。 根据《公司法》《上市公司章程指引》等相关法律法规、规范性文件的最新 规定，公司拟不再设置监事会和监事，监事会的职权由董事会审计委员会行使， 同时废止《监事会议事规则》以及与监事会和监事有关的公司 ...

杭州凯尔达焊接机器人股份有限公司 子公司管理制度 第一章 总则 第一条 为促进杭州凯尔达焊接机器人股份有限公司（以下简称"公司"） 对子公司的管理控制，规范内部运作机制，维护全体投资者利益，促进规范运作 和健康发展。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》《上海证券交易所科创板股票上市规则》（以下简称"《上 市规则》"）等法律、法规、规范性文件以及《杭州凯尔达焊接机器人股份有限 公司章程》（以下简称"《公司章程》"）的规定，结合公司实际，特制定本制 度。 第二条 本制度所称子公司系指公司直接或间接持有其百分之五十以上股权 比例的子公司，或持股比例虽未超过百分之五十，但能够决定其董事会半数以上 成员组成的子公司，或通过协议或其他安排能够对其实际控制的子公司。具体包 括： （一）公司独资设立的全资子公司； （二）公司与其他单位或自然人共同出资设立的，公司持有其百分之五十以 上股权或股份的公司； 第六条 公司的子公司同时控股其他公司的，该子公司应参照本制度，建立 对其下属子公司的管理控制制度。 （三）公司与其他单位或自然人共同出资设立的，公司虽持有其股权或股份 低于百分之五十 ...