Core Points - The article outlines the establishment and operational guidelines of the Compensation and Assessment Committee of KJ Intelligent Technology Co., Ltd, aimed at enhancing the evaluation and compensation management system for directors and senior management [1][2] - The committee is responsible for formulating assessment standards and compensation policies for directors and senior management, and it reports directly to the board of directors [1][2] Group 1: Committee Structure - The committee consists of three directors, with a majority being independent directors [2] - The committee is chaired by an independent director, who is elected and approved by the board [2] Group 2: Responsibilities and Authority - The committee is tasked with developing assessment standards for directors and senior management, as well as reviewing and proposing compensation policies [8] - Recommendations made by the committee regarding compensation must be approved by the board and subsequently submitted for shareholder approval [3] Group 3: Meeting Procedures - The committee is required to hold at least one meeting annually, with provisions for additional meetings as needed [4] - A quorum for meetings requires the presence of at least two-thirds of the committee members [5] Group 4: Assessment Process - Directors and senior management must submit self-evaluation reports to the committee, which will be used as a basis for their assessment [14] - The committee may invite directors and senior management to attend meetings when necessary [15]

Core Points - The article outlines the governance structure and responsibilities of the independent directors of KJ Intelligent Technology Co., Ltd, emphasizing their role in ensuring effective decision-making and protecting minority shareholders' rights [1][2]. Group 1: General Provisions - The company establishes a system for independent directors' special meetings to enhance their decision-making processes and responsibilities [1]. - Independent directors are required to act independently, free from influence by the company or its major shareholders [2]. Group 2: Composition of the Special Meeting - The special meeting consists of all independent directors, with the board secretary assisting in organizing the meetings and managing related documentation [3]. Group 3: Responsibilities and Authority - The special meeting has several responsibilities, including reviewing independent audits, proposing temporary shareholder meetings, and discussing related party transactions [4]. - Decisions on certain matters require a majority agreement from all independent directors before being submitted to the board [4]. Group 4: Meeting Rules - The company must hold at least one special meeting annually, which can be conducted in person, via communication, or a combination of both [8][9]. - A quorum for the meeting requires the presence of more than half of the independent directors [11]. Group 5: Documentation and Confidentiality - Meeting records must accurately reflect discussions and decisions, and all participants are bound by confidentiality regarding the matters discussed [15][17].

Core Points - The company establishes a long-term mechanism to prevent the controlling shareholder and related parties from occupying company funds [1][2] - The company aims to strictly separate its personnel, assets, and finances from those of the controlling shareholder and related parties [2][3] - The board of directors and internal institutions must operate independently and manage operations without interference from the controlling shareholder [2][5] Summary by Sections - **Definition of Fund Occupation**: Fund occupation includes both operational and non-operational fund occupation, with specific examples provided [1] - **Prevention Measures**: The company must implement strict measures to prevent non-operational fund occupation by the controlling shareholder and related parties [1][2] - **Independence of Operations**: The company must maintain independence in personnel, assets, and financial operations, ensuring clear ownership and accountability [2][3] - **Approval Procedures**: Strict approval procedures must be followed for any operational fund transactions with the controlling shareholder, including clear settlement deadlines [2][6] - **Prohibited Actions**: The company is prohibited from providing funds to the controlling shareholder through various means, including loans and guarantees [3][4] - **Responsibilities of Directors**: The board of directors is responsible for safeguarding company funds and assets, with specific duties outlined for the chairman and financial center [5][6] - **Audit and Reporting**: The company must conduct quarterly checks on fund transactions with the controlling shareholder and report findings to the board [6][7] - **Legal Actions**: In cases of fund occupation, the board can take legal action against the controlling shareholder to recover losses [6][7] - **Debt Settlement Conditions**: Conditions for settling debts with non-cash assets must be strictly adhered to, ensuring that such actions do not harm the company's interests [6][7] - **Implementation and Amendments**: The system is established by the board and takes effect after approval by the shareholders' meeting, with provisions for amendments [8]

Core Viewpoint - The company aims to enhance its governance structure and investor relations management to foster long-term, stable relationships with investors and improve overall corporate value [1][2]. Group 1: Principles of Investor Relations Management - Investor relations management should adhere to principles of openness, fairness, and justice, ensuring accurate and complete representation of the company's actual situation [2]. - The objectives of investor relations management include promoting a positive relationship with investors, establishing a stable investor base, and enhancing corporate governance and transparency [2][3]. - The basic principles include compliance, equality, proactivity, and honesty, emphasizing the importance of treating all investors fairly and responding to their needs [3][4]. Group 2: Communication Content and Methods - Key communication topics with investors include the company's development strategy, legal disclosures, operational management information, and environmental, social, and governance (ESG) information [4][5]. - The company should utilize multiple channels and platforms for investor relations, including its website, social media, and direct communication methods like meetings and conferences [4][5]. - Information must be disclosed in a timely, fair, and accurate manner, avoiding any misleading or incomplete statements [5][6]. Group 3: Organizational Structure and Responsibilities - The board of directors is responsible for establishing investor relations management policies, while the board secretary coordinates these activities [6][7]. - The company must ensure that all personnel involved in investor relations possess the necessary skills and knowledge, including good character, professional knowledge, and communication abilities [7][8]. - The company should maintain comprehensive records of investor relations activities, ensuring compliance with relevant regulations [8][9].

Group 1 - The Supervisory Board of KJ Intelligent Technology Co., Ltd. held its 11th meeting of the 2nd session on July 14, 2025, with all three supervisors present, ensuring the legality and validity of the meeting [1][2] - The Supervisory Board approved the proposal to reappoint KPMG Huazhen LLP as the auditor for the company's 2025 financial report and internal control audit, citing the firm's independence, objectivity, and professional competence [1][2] - The proposal for the reappointment of the auditor will be submitted to the shareholders' meeting for approval, with a voting result of 3 in favor, 0 against, and 0 abstentions [2] Group 2 - The Supervisory Board also reviewed the proposal for a three-year shareholder dividend return plan for 2025-2027, which aligns with the company's operational situation and promotes long-term stability and healthy development [2] - This dividend return plan will also be submitted to the shareholders' meeting for approval, with a voting result of 3 in favor, 0 against, and 0 abstentions [2]

Key Points - The company Kegai Intelligent Technology Co., Ltd. will hold its shareholder meeting on July 31, 2025 [1] - The voting method for the meeting will combine on-site and online voting [1] - The meeting will take place at the company's office in Qingdao, Shandong Province [1] - The online voting system will be provided by the Shanghai Stock Exchange [2] - The voting period for online participation is set for July 31, 2025, during specific trading hours [1][2] - The agenda includes proposals to amend the company's articles of association and related rules, revise the fund occupation prevention system, and establish a three-year dividend plan [2][3] - All proposals have been approved by the company's board and supervisory board prior to the meeting [2] - Shareholders must register to attend the meeting by July 30, 2025, and can delegate representatives to vote on their behalf [4][5] - The registration process requires specific documentation to be submitted [5][8]

Core Viewpoint - The company intends to appoint KPMG Huazhen as its auditor for the 2025 financial report and internal control audit, following a thorough review by the audit committee and board of directors [1][6]. Group 1: Auditor Information - KPMG Huazhen was established on August 18, 1992, in Beijing and officially began operations on August 1, 2012 [1]. - The firm reported total audited business revenue exceeding RMB 4.1 billion for 2024, with audit service revenue surpassing RMB 4 billion [2]. - KPMG Huazhen served 127 listed companies in 2024, with total audit fees amounting to approximately RMB 682 million [2]. Group 2: Professional Qualifications and Compliance - KPMG Huazhen has a cumulative professional insurance compensation limit and risk fund exceeding RMB 200 million, complying with legal regulations [3]. - The firm has not faced any criminal or administrative penalties in the past three years, although it received an administrative warning involving four employees [3][5]. - The project partner and signing CPA, Jiang Hui, has been with KPMG Huazhen since 2007, while the quality control reviewer, Gao Song, has been with the firm since 2002 [4][5]. Group 3: Audit Fees and Approval Process - The audit fee is set at RMB 1.15 million, with an additional RMB 200,000 for internal control auditing [5]. - The audit committee has reviewed KPMG Huazhen's qualifications and recommended its appointment to the board, which was unanimously approved [6]. - The appointment is subject to approval at the company's shareholder meeting to take effect [6].

证券代码：688455 证券简称：科捷智能 公告编号：2025-043 科捷智能科技股份有限公司 关于取消监事会暨修改《公司章程》及修订、制订部 分治理制度的公告 本公司董事会及全体董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。 科捷智能科技股份有限公司（以下简称"公司"）于 2025 年 7 月 14 日召开 第二届董事会第十二次会议，审议通过了《关于取消监事会暨修改 <公司章程> 及相关议事规则的议案》《关于修订公司部分治理制度的议案》《关于制订公司 部分治理制度的议案》。现将相关情况公告如下： 本次变更注册资本及修订《公司章程》等事项尚需提交股东大会审议，并提 请股东大会授权公司管理层办理上述工商变更登记和备案等事宜。上述变更最终 以市场监督管理部门核准的内容为准。 三、修订、制订公司部分治理制度情况 为进一步促进公司规范运作，健全内部治理机制，根据《中华人民共和国公 司法》《上市公司章程指引》《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》等相关规定，结合 公司自身实际情况，拟 ...

Core Viewpoint - The company has established a shareholder dividend return plan for the next three years (2025-2027) to enhance transparency in profit distribution and to encourage long-term and rational investment among shareholders [1][2]. Group 1: Considerations for the Plan - The plan is designed with a focus on the company's long-term sustainable development, taking into account operational performance, shareholder expectations, external financing conditions, and cash flow status [1]. - The company aims to create a stable and scientific return mechanism for investors while ensuring that profit distribution does not exceed the cumulative distributable profits [2]. Group 2: Principles of the Plan - The company will implement an active, continuous, and stable profit distribution policy, prioritizing reasonable returns for investors while considering long-term interests and sustainable development [2]. - Profit distribution will not occur if the company has significant uncertainties regarding its ability to continue as a going concern or if its debt ratio exceeds 70% [2]. Group 3: Specifics of the Dividend Plan - The company will prioritize cash dividends, with a minimum cash distribution of 10% of the net profit attributable to shareholders each year, and a cumulative cash distribution of at least 30% of the average distributable profit over any three consecutive years [4]. - In cases of significant investment plans or cash expenditures, the company may still proceed with cash dividends if approved by the shareholders [4]. Group 4: Decision-Making Mechanism - The profit distribution plan will be proposed by the management, reviewed by the board, and then submitted for shareholder approval, ensuring that independent directors' opinions are considered [5][6]. - The company will actively communicate with shareholders, especially minority shareholders, to gather their opinions before finalizing the dividend plan [5][6].

证券代码：688455 证券简称：科捷智能 公告编号：2025-044 科捷智能科技股份有限公司 本公司董事会及全体董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。 科捷智能科技股份有限公司（以下简称"公司"）于 2025 年 7 月 14 日召开 第二届董事会第十二次会议，审议通过了《关于免去丁政先生公司董事职务的议 案》《关于变更董事的议案》。现将相关情况公告如下： 一、关于免去丁政先生公司董事职务的原因及依据 根据公司与青岛日日顺创智投资管理有限公司（现用名：青岛海尚创智投资 有限公司）等签署的《科捷智能装备有限公司增资及股权转让协议》，倘若任何 投资人持有公司股权比例低于 5%，若该等投资人原来享有董事提名权，则该等 投资人将自其持有公司股权比例低于 5%之日起丧失上述董事提名权。丁政先生 为公司股东青岛海尚创智投资有限公司提名的董事，截至 2025 年 6 月 30 日，青 岛海尚创智投资有限公司持有公司股份比例低于 5%，拟提请股东大会免去丁政 先生公司董事职务。股东大会通过相关议案后，公司将按照法定程序尽快完成董 事补选等后续相 ...