Group 1 - The company has decided to abolish the supervisory board and transfer its powers to the audit committee of the board of directors, aiming to enhance operational efficiency and decision-making quality [1][2] - The number of board members will be adjusted from 5 to 6, including 2 independent directors, 1 employee director, and 3 non-independent directors [1][2] - The revised articles of association will be disclosed on the Shanghai Stock Exchange website, and the proposal requires approval from the shareholders' meeting [2][3] Group 2 - The company plans to revise several governance documents, including the rules for shareholders' meetings, board meetings, independent director work systems, and management of related party transactions [3][4] - The revised governance documents will also be disclosed on the Shanghai Stock Exchange website [3][4] - The changes are intended to promote standardized operations and protect the rights of the company and its shareholders [2][3]

Core Viewpoint - The company, Zhuzhou Okoyi Precision Tool Co., Ltd., is increasing its expected daily related transactions for 2025, amounting to 50 million yuan, which is deemed necessary for normal business operations and will not affect the company's independence or harm shareholder interests [1][2]. Group 1: Daily Related Transactions Overview - The company plans to establish a new subsidiary, Okoyi (Shandong) New Energy Technology Co., Ltd., with related parties, completing registration on June 13, 2025 [1]. - The expected transaction amount for 2025 is set at 50 million yuan, which has been unanimously approved by the board of directors [2]. - The independent directors agree that the increase in expected daily related transactions is essential for the company's normal operations and complies with legal regulations [2]. Group 2: Related Parties and Financial Data - The related parties include Jiangsu Ruiqu New Energy Technology Co., Ltd., Yangzhou Xinyong Magnetic Electric Technology Co., Ltd., and others, which hold more than 5% of the new subsidiary [1][14]. - Jiangsu Ruiqu New Energy Technology Co., Ltd. has total assets of 43.0089 million yuan and a net profit of -5.3084 million yuan as of December 31, 2024 [9]. - Yangzhou Xinyong Magnetic Electric Technology Co., Ltd. has total assets of 2.14375 million yuan and a net profit of 0.6769 million yuan as of December 31, 2024 [10]. Group 3: Transaction Details and Impact - The main content of the expected transactions includes purchasing equipment, proprietary technology, and related materials necessary for daily operations [15]. - All transactions will be conducted under written agreements, adhering to fair market pricing principles [15]. - The transactions are expected to positively impact the company's long-term development and will not adversely affect its operational independence or profitability [15].

General Provisions - The company establishes a management system for the shares held by its directors and senior management to clarify procedures based on relevant laws and regulations [1][2] - The system applies to the company and its directors and senior management [1] Share Management - Directors and senior management must notify the board secretary in writing before buying or selling company shares, and the board secretary will verify compliance with laws and regulations [2][3] - Personal information of directors and senior management must be reported to the Shanghai Stock Exchange at specific times, including initial registration and changes in personal information [2][3] Transfer Restrictions - Directors and senior management can transfer no more than 25% of their shares annually, with exceptions for certain circumstances [3][4] - Shares not transferred in a given year will be included in the total for the following year [4] Information Disclosure - Changes in shareholding must be reported within two trading days, including details of the shareholding before and after the change [6][7] - A reduction plan must be reported to the Shanghai Stock Exchange 15 trading days before execution, detailing the number of shares, source, and reasons for reduction [6][7] Legal Responsibilities - The company reserves the right to pursue accountability for violations of the management system by directors and senior management [7] - Directors and senior management may face civil, administrative, or criminal liability for causing losses to investors through violations [7]

Core Viewpoint - The company has established a responsibility accountability system for significant errors in annual report information disclosure to enhance the quality and transparency of its disclosures [2][3]. Group 1: General Principles - The system aims to ensure the authenticity, accuracy, completeness, and timeliness of annual report disclosures [2]. - It applies to directors, senior management, subsidiary heads, controlling shareholders, and other personnel involved in the annual report disclosure process [3]. - The principles of the accountability system include objectivity, fairness, and proportionality between fault and responsibility [3]. Group 2: Circumstances for Accountability - Accountability is triggered by violations of laws and regulations leading to significant omissions or errors in annual report disclosures [4]. - Specific circumstances include failure to adhere to internal control systems, providing inaccurate data, or not following established procedures [4][5]. - The criteria for recognizing significant accounting errors in financial reports include thresholds such as 5% of total audited assets or net profit exceeding 500 million [5]. Group 3: Standards for Reporting Errors - Major errors in annual report disclosures are defined by criteria such as failure to disclose significant accounting policy changes or major lawsuits affecting over 10% of net assets [6]. - Significant discrepancies in performance forecasts are identified when actual results deviate by 20% from forecasts without reasonable explanation [6]. Group 4: Accountability Measures - The company may impose various penalties, including reprimands, demotions, or termination, depending on the severity of the error and the individual's response [7]. - The board of directors is responsible for determining the specific penalties based on the circumstances of each case [7]. Group 5: Implementation and Compliance - The accountability system will be effective upon approval by the board of directors and will be subject to relevant national laws and regulations [7]. - The company will disclose any significant corrections or omissions in its reports as required by regulatory authorities [7].

General Principles - The company establishes a management approach for related party transactions to ensure fairness, justice, and transparency, protecting the rights of the company and non-related shareholders [1] - Related party transactions must comply with relevant laws, regulations, and the company's articles of association [1] Definition of Related Parties - Related parties include individuals or entities that directly or indirectly control the company, hold more than 5% of shares, or are company directors and senior management [2] - Close family members of the aforementioned individuals are also considered related parties [2] Related Transactions - Related transactions encompass various activities such as asset purchases or sales, external investments, project transfers, licensing agreements, guarantees, and asset leasing [3] - The company must ensure that related transactions adhere to principles of honesty, do not harm the interests of non-related shareholders, and are conducted at fair market prices [3] Approval Process for Related Transactions - Related transactions require necessary avoidance measures during contract signing, ensuring that related parties do not interfere with decision-making [4] - The board of directors must have a majority of non-related directors present to approve related transactions [5] Financial Thresholds for Approval - Transactions exceeding 300,000 yuan with related individuals or 0.1% of the company's total assets or market value with related entities require board approval [6] - Transactions over 3,000,000 yuan or 1% of total assets or market value must be accompanied by an evaluation report and submitted for shareholder approval [6] Disclosure Requirements - The company must disclose related transactions in annual and semi-annual reports, and any agreements exceeding three years must undergo re-evaluation every three years [7] - Daily related transactions can be estimated annually, and any excess must be disclosed and re-evaluated [7] Other Provisions - The company must maintain records of related transaction decisions for ten years [10] - The management approach will take effect upon approval by the company's shareholders [10]

General Provisions - The company aims to improve its governance structure and clarify the responsibilities and powers of the General Manager, based on relevant laws and regulations [2] - The General Manager is responsible for the daily operations and management of the company and must implement the resolutions of the Board of Directors [2] Appointment and Qualifications of the General Manager - The company appoints one General Manager, nominated by the Chairman and appointed or dismissed by the Board of Directors [3] - Individuals with certain disqualifying conditions, such as legal restrictions or recent sanctions, are not eligible to serve as General Manager [3][4] Powers and Responsibilities of the General Manager - The General Manager is accountable to the Board and has the authority to manage production, implement annual plans, and propose internal management structures [5] - The General Manager cannot alter decisions made by the shareholders or the Board without prior approval, except in urgent situations [6] Deputy General Manager and Other Senior Management - The Deputy General Manager assists the General Manager and is responsible for specific areas of work [9] - The financial manager oversees financial management and must report to the General Manager [5] Decision-Making and Reporting - The General Manager has the authority to approve operational expenditures and investments within the limits set by the Board [12] - Regular meetings are held to discuss major operational and management issues, with records maintained for at least ten years [7][8] Reporting System - The General Manager must regularly report to the Board on various aspects, including the implementation of annual plans and significant contracts [26] - In case of significant changes in operations or financial status, the General Manager is required to inform the Board promptly [28] Final Provisions - The rules become effective upon approval by the Board and are subject to interpretation and revision by the Board [31][32]

General Principles - The company establishes an insider information reporting system to regulate insider information management and enhance confidentiality, in accordance with relevant laws and regulations [1][2] - The system applies to all departments, subsidiaries, and companies that the company can significantly influence [1] Definition of Insider Information - Insider information refers to non-public information that could significantly impact the company's operations, finances, or market price of its securities [1][2] - It includes information as defined in the Securities Law and other significant events recognized by regulatory authorities [1] Insider Information Knowledgeable Persons - Insider information knowledgeable persons include company directors, senior management, major shareholders, and others who can access insider information due to their roles or relationships with the company [2][3] Confidentiality Responsibilities - Knowledgeable persons are obligated to maintain confidentiality before the public disclosure of insider information [3][4] - The company must limit the number of knowledgeable persons to the smallest possible scope before disclosure [3] Record Management of Knowledgeable Persons - The company must maintain a record of knowledgeable persons, including their identities, roles, and the circumstances under which they accessed insider information [4][5] - Specific events such as major asset restructuring or significant share transfers require the submission of knowledgeable persons' records [4][5] Responsibilities of the Board - The board of directors is responsible for ensuring the accuracy and completeness of the knowledgeable persons' records, with the chairman being the primary responsible person [5][6] - The board secretary handles the registration of these records [5] Monitoring and Reporting - The company must conduct self-checks on insider trading activities and report any violations to regulatory authorities within two working days [8][9] - Knowledgeable persons' records and significant event memoranda must be submitted to the Shanghai Stock Exchange within five trading days after the initial public disclosure [8][9] Accountability for Violations - Violations of the insider information management system may result in penalties, and serious cases may be referred to judicial authorities for criminal prosecution [9][10]

Core Points - The document outlines the independent director system of Zhuzhou Oke Yi Numerical Control Precision Tool 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 any other positions in the company and have no direct or indirect interests that could affect their independent judgment [3] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their roles in decision-making, supervision, and professional consultation [3][4] - The company will appoint two independent directors, including at least one accounting professional, to ensure adequate expertise [4][5] Group 2: Appointment and Qualifications - Independent directors must meet specific qualifications, including independence, relevant work experience, and good personal character [8][9] - Individuals with significant relationships with the company or its major shareholders are prohibited from serving as independent directors [6][9] - The nomination and election of independent directors can be proposed by the board or shareholders holding more than 1% of the company's shares [11][12] Group 3: Duties and Powers - Independent directors have the authority to participate in board decisions, supervise potential conflicts of interest, and provide professional advice to enhance decision-making [20][21] - They can independently hire intermediaries for audits or consultations and propose the convening of shareholder meetings [21][22] - Independent directors must report their activities and findings to the board and disclose their opinions on significant matters [27][29] Group 4: Support and Resources - The company is required to provide necessary working conditions and support for independent directors to fulfill their duties effectively [31][32] - Independent directors should have equal access to information as other board members and receive timely updates on company operations [32][33] - The company must cover the costs incurred by independent directors when hiring professional services [35]

Core Points - The article outlines the establishment and operational rules of the Strategic Committee of Zhuzhou Oke Yi CNC Precision Tool Co., Ltd, aimed at enhancing the company's core competitiveness and decision-making quality [1][2] - The committee is responsible for long-term strategic planning and major investment feasibility studies, reporting directly to the board of directors [1][2] Group 1: General Provisions - The Strategic Committee is established to adapt to the company's strategic development needs and improve governance structure [1] - The committee consists of at least three directors, with the chairman of the board serving as the committee's chair [2] Group 2: Responsibilities and Authority - The committee's main responsibilities include reviewing overall development strategies, assessing business performance, and making recommendations to the board [2] - It also supervises the execution of operational plans and investment proposals, evaluates governance status, and manages strategic implementation [2] Group 3: Meeting Rules - Meetings can be proposed by the board, the chair, or a majority of committee members, with notifications sent three days in advance [3] - A quorum requires the presence of more than half of the committee members, and decisions are made by majority vote [3][4] Group 4: Additional Provisions - The committee may invite company directors and external experts to attend meetings for consultation, with the costs covered by the company [4] - Meeting records must be kept for ten years, and all attendees are bound by confidentiality regarding the discussed matters [4][5]

Core Points - The article outlines the information disclosure management system for Zhuzhou Oke Yi CNC Precision Tool Co., Ltd, focusing on the conditions under which information disclosure can be deferred or exempted [1][2][3] - The company must comply with various laws and regulations, including the Securities Law of the People's Republic of China and the Shanghai Stock Exchange's listing rules, while also considering its operational realities [1][2] - The system aims to protect the company's interests and prevent misleading investors by allowing for the temporary withholding of information that may be uncertain or classified as a state or commercial secret [2][3] Information Disclosure Deferral and Exemption Scope - Information that is uncertain or classified as a temporary business secret can be deferred if its disclosure may harm the company's interests or mislead investors [4] - Information related to national secrets or military secrets, such as military product capacity and pricing, is exempt from disclosure to comply with confidentiality laws [5][6] - The definition of commercial secrets includes information that is not publicly known, provides economic benefits, and is protected by confidentiality measures [5][6] Management Procedures for Deferral and Exemption - The company must ensure that any deferred or exempted information is not leaked and that all insiders have signed confidentiality agreements [10][11] - A structured internal review process is required before any deferral or exemption is approved, involving multiple levels of scrutiny including the legal department and board of directors [12][13] - Once the reasons for deferral or exemption are resolved, the company must promptly disclose the information along with the rationale for its initial classification as a commercial secret [15][16] Record-Keeping and Reporting - The company is required to maintain detailed records of all deferred or exempted disclosures, including the nature of the information, reasons for deferral, and the internal approval process [18][19] - Any deferred or exempted information must be reported to the relevant regulatory bodies within ten days following the release of periodic reports [19][20] - If any circumstances arise that compromise the confidentiality of deferred or exempted information, the company must disclose it immediately [20]