Core Points - The document outlines the annual report work system for Hangzhou Kaierda Welding Robot Co., Ltd, emphasizing the responsibilities of independent directors in the preparation and disclosure of the annual report [1][2][3] - It establishes a communication mechanism involving the board chairman, securities department, internal audit, and finance department to facilitate the independent directors' oversight [1][2] - Independent directors are required to ensure the accuracy and completeness of disclosures in the annual report and to maintain confidentiality during the reporting process [2][3] Summary by Sections - **Responsibilities of Independent Directors**: Independent directors must fulfill their duties diligently, ensuring that all necessary disclosures are made accurately and completely in the annual report [1][2] - **Communication and Coordination**: The board secretary is responsible for coordinating communication between independent directors, the accounting firm, and the management team, ensuring that independent directors have the necessary conditions to perform their duties [2][3] - **Management's Role**: The management team is required to cooperate with independent directors, providing timely and accurate information regarding the company's operations and financial status [2][3] - **Meetings and Supervision**: Independent directors must meet with the annual audit accountants to understand any issues discovered during the audit process and must review the board meeting procedures and documentation before the annual report is approved [3][4] - **Annual Report Confirmation**: Independent directors are required to sign a written confirmation of the annual report, and if they have objections, they must state their reasons and disclose them [4] - **External Audits**: If independent directors have objections to specific matters in the annual report, they can independently hire external audit and consulting firms with the agreement of a majority of independent directors [4]

General Overview - The company establishes a Strategic Committee under the Board of Directors to enhance core competitiveness and improve decision-making processes [2][6] Composition of the Committee - The Strategic Committee consists of three directors, with the Chairman serving as the head [3][4] - Committee members are nominated by the Chairman or a majority of independent directors and elected by the Board [3][4] Responsibilities and Authority - The main responsibilities include researching and proposing suggestions for long-term strategic planning and major investment decisions [3][4] - The committee is also tasked with reviewing significant capital operations and other major matters affecting the company [3][4] Meeting Procedures - The Strategic Committee must hold at least one meeting annually, with a quorum of two-thirds of members required for decisions [4][5] - Decisions are made by a majority vote, and meetings can be conducted via telecommunication if necessary [4][5] Documentation and Confidentiality - Meeting records must be kept for a minimum of ten years, and members are required to maintain confidentiality regarding discussed matters [5][6] - Any member with a conflict of interest must recuse themselves from discussions [5]

Core Points - The document outlines the management system for the shares held by the board members, senior management, and core technical personnel of Hangzhou Kaierda Welding Robot Co., Ltd. [1][2] - The regulations are based on various laws and guidelines, including the Company Law and Securities Law of the People's Republic of China, as well as specific rules from the Shanghai Stock Exchange [1][2][3] Shareholding Management - The shares held by directors, senior management, and core technical personnel include all shares directly registered in their names and derivatives such as convertible bonds and stock options [2][3] - These individuals are prohibited from engaging in margin trading with the company's shares [2][3] Transfer Regulations - Directors and senior management can transfer shares through the Shanghai Stock Exchange or other legally permitted methods, adhering to specific commitments regarding holding periods and transfer methods [3][4] - There are restrictions on transferring shares within one year of the company's stock listing and for six months after leaving the company [4][5] Information Disclosure - Directors and senior management must report their shareholding information at specific times, including changes in personal information and share transactions [7][8] - A written notice of trading plans must be submitted to the board secretary before any share transactions [8][9] Penalties and Responsibilities - Violations of the regulations may result in penalties, including the return of profits from illegal transactions and potential civil or criminal liability [11][12] - The board is responsible for interpreting the regulations and ensuring compliance among all relevant personnel [12]

Core Viewpoint - The document outlines the management and operational guidelines for subsidiaries of Hangzhou Kaierda Welding Robot Co., Ltd, aiming to enhance control, efficiency, and compliance with legal regulations [1][2]. Group 1: General Principles - The purpose of the management system is to strengthen control over subsidiaries, improve operational efficiency, and enhance risk resistance [2]. - The relationship between the company and its subsidiaries is defined as equal legal entities, with the company holding rights to asset income and major decision-making [2][3]. - Subsidiaries are required to operate independently while adhering to the overall strategic framework set by the company [2][3]. Group 2: Personnel Management - The company exercises its shareholder rights through the subsidiary's shareholder meeting, appointing representatives and management personnel to align with its strategic goals [3][4]. - Personnel recommended or appointed to subsidiaries must meet legal and company-specific qualifications, with a preference for internal candidates [3][4]. - Appointed personnel are responsible for ensuring compliance with laws and company policies, reporting on operational conditions, and participating in decision-making [4][5]. Group 3: Operational and Investment Decision Management - Subsidiaries must comply with national laws and align their operational goals with the company's overall strategy [5][6]. - Investment decisions must follow established procedures, including feasibility studies and risk assessments, to maximize investment returns [6][7]. - Major transactions, such as asset purchases or sales, require approval according to the company's regulations [7][8]. Group 4: Financial Management - Subsidiaries are required to adhere to a unified financial management system and accounting policies set by the company [9][10]. - Monthly financial reports must be submitted to the company's finance department, ensuring transparency and compliance with auditing requirements [10][11]. - Budget adjustments must be approved by the subsidiary's board or shareholder meeting, with a focus on maintaining financial health and operational efficiency [11][12]. Group 5: Internal Audit and Supervision - Subsidiaries must cooperate with internal and external audits to ensure compliance with financial and operational standards [12][13]. - Audit reports must be acted upon, with corrective plans submitted to the company's internal audit department [13][14]. Group 6: Information Disclosure - Subsidiaries are obligated to report significant business and financial matters to the company in a timely manner [13][14]. - The chairman or executive director of the subsidiary is responsible for ensuring accurate information disclosure [14][15]. Group 7: Performance Evaluation and Incentives - Subsidiaries must establish performance evaluation and incentive mechanisms to motivate employees and ensure accountability [15][16]. - The company retains the right to impose penalties on subsidiary personnel for failing to fulfill their responsibilities, which may include financial compensation for losses incurred [15][16].

Core Points - The document outlines the responsibilities and qualifications of the General Manager of Hangzhou Kaierda Welding Robot Co., Ltd, emphasizing the need for strong management skills and compliance with legal regulations [1][2][3] General Provisions - The General Manager is appointed by the Board of Directors and is responsible for daily operations and implementing board resolutions [1][2] - The General Manager must possess extensive economic and management knowledge, practical experience, and a strong sense of mission [1][2] Qualifications - Specific disqualifications for the General Manager include criminal convictions related to corruption, bankruptcy involvement, and being listed as a dishonest executor by the court [1][2] Responsibilities and Authority - The General Manager has the authority to manage daily operations, implement board decisions, and propose major investment projects [3][4] - Responsibilities include drafting internal management systems, approving financial plans, and overseeing employee management [3][4][5] Management Structure - The General Manager can delegate responsibilities to Vice Presidents and other senior management, who must act within their designated authority [4][5] - The General Manager's office is responsible for organizing meetings and maintaining records [6][7] Reporting System - The General Manager must regularly report to the Board on the company's performance, including significant contracts and financial status [8][9] - A formal report is required annually, detailing the implementation of the company's plans and any significant changes in operations [9][10] Performance Evaluation - The Board of Directors will implement performance evaluations linked to the company's operational results, with specific criteria to be established separately [9][10] - Serious violations of laws or company regulations by the General Manager may result in penalties or legal consequences [10][11]

Core Points - The document outlines the responsibilities, qualifications, and operational guidelines for the Secretary of the Board of Directors at Hangzhou Kaierda Welding Robot Co., Ltd [1][2][3] Group 1: General Provisions - The purpose of the guidelines is to promote standardized operations within the company and clarify the responsibilities and authority of the Board Secretary [1] - The Board Secretary is a senior management position responsible for the company and the Board, ensuring compliance with laws and regulations [1] Group 2: Qualifications of the Board Secretary - The Board Secretary must possess good professional ethics, necessary financial, management, and legal knowledge, and relevant work experience [2] Group 3: Responsibilities of the Board Secretary - The main responsibilities include managing information disclosure, ensuring compliance with disclosure regulations, and maintaining investor relations [3][4] - The Board Secretary must coordinate communication between the company and regulatory bodies, shareholders, and other stakeholders [3][4] - The Secretary is also responsible for organizing board meetings, maintaining accurate records, and ensuring compliance with legal and regulatory requirements [3][4][5] Group 4: Appointment and Dismissal - The Board Secretary is nominated by the Chairman and appointed by the Board, with specific conditions for dismissal outlined [4][5] - In case of vacancy, a designated individual must temporarily assume the Secretary's duties until a new appointment is made [6] Group 5: Legal Responsibilities - The Board Secretary has a duty of loyalty and diligence, adhering to laws and regulations, and is liable for any breaches that result in company losses [9][10] - Specific prohibited actions include misappropriating company assets, unauthorized disclosure of confidential information, and engaging in conflicts of interest [9][10]

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].