证券代码：688455 证券简称：科捷智能 公告编号：2025-047 科捷智能科技股份有限公司 关于对外投资设立新加坡全资子公司的进展公告 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。 一、 对外投资基本情况 1、公司名称：科捷集团新加坡有限公司 英文名称：Kengic Corporation (Singapore) Limited 2、注册地址：111 NORTH BRIDGE ROAD, #25-01, PENINSULA PLAZA, SINGAPORE 3、注册资本：70 万美元 4、注册登记编号：202500807Z 5、公司类型：PRIVATE COMPANY LIMITED BY SHARES 6、经营范围：物流信息咨询,机械设备批发零售,工业自动化设备,机械设备 科捷智能科技股份有限公司（以下简称"公司"）于 2024 年 11 月 21 日召开 第二届董事会第七次会议，审议通过了《关于对外投资设立新加坡全资子公司的 议案》，具体内容详见公司于 2024 年 11 月 22 日在上海证券交易所网站 （w ...

General Provisions - The company is established as a joint-stock company to protect the legal rights of shareholders, employees, and creditors, in accordance with the Company Law and Securities Law of the People's Republic of China [2] - The company was registered with the Qingdao Market Supervision Administration and obtained its business license, with a registered capital of RMB 180.849167 million [2][3] - The company was approved for registration by the China Securities Regulatory Commission and listed on the Shanghai Stock Exchange on September 15, 2022, under the stock name "KENGIC Intelligent" and stock code "688455" [2][3] Business Objectives and Scope - The company's business objective is to manage and operate assets professionally to create satisfactory investment returns for all shareholders [4] - The registered business scope includes sales of intelligent warehousing equipment, manufacturing and sales of material handling equipment, and various technical services [4][5] Shares - The company's shares are issued in the form of stocks, with all shares having equal rights [6] - The total number of shares issued is 180,849,167, all of which are ordinary shares denominated in RMB [6][7] Shareholder Rights and Obligations - Shareholders have the right to receive dividends and participate in shareholder meetings, as well as the obligation to comply with laws and regulations [12][13] - Shareholders are entitled to request the convening of shareholder meetings and to supervise the company's operations [12][13] Corporate Governance - The company has a board of directors responsible for executing company affairs, with the chairman serving as the legal representative [3][4] - The company must hold annual and temporary shareholder meetings, with specific procedures for convening and notifying shareholders [26][30] Financial Management - The company must seek shareholder approval for significant financial transactions, including guarantees and major investments [45][48] - The company is required to disclose information regarding financial transactions and ensure compliance with relevant regulations [24][25]

General Principles - The company establishes a system for information disclosure to ensure that disclosures are truthful, accurate, complete, and timely, in accordance with relevant laws and regulations [1] - "Major information" refers to information that may significantly impact the trading price of the company's securities [1] - Public disclosure is defined as the announcement of information through designated media as per legal and regulatory requirements [1] Information Disclosure Management - The company's Securities Affairs Department is responsible for managing information disclosure, with the Board Secretary acting as the main executor [2] - The Board of Directors is responsible for implementing the disclosure system and must evaluate its effectiveness annually [2] - The Audit Committee supervises the implementation of the disclosure system and can request corrections for any significant deficiencies found [2] General Requirements for Information Disclosure - The company must disclose information that reflects its business, technology, finance, governance, competitive advantages, industry trends, and risk factors to aid investor decision-making [3] - Targeted disclosures are required for performance fluctuations, industry risks, and governance matters [3] - The company must disclose progress on major matters in phases and cannot withhold information simply due to uncertainty [3] Internal Reporting and Disclosure Procedures - Internal responsibility for undisclosed major information is assigned to designated personnel within the company [6] - Confidentiality measures must be taken for major information before disclosure, including limiting the number of informed individuals [7] - The Board Secretary must review all external communications and disclosures to ensure compliance with regulations [8] Accountability for Disclosure Violations - Individuals responsible for violations of the disclosure system that result in company losses may be held liable [10] - The company must take corrective measures if regulatory bodies impose sanctions for disclosure violations [10] - Major errors in annual report disclosures can lead to accountability for responsible personnel, including potential disciplinary actions [11] Final Provisions - The disclosure system is subject to amendments based on changes in laws and regulations, and the Board of Directors is responsible for interpreting the system [46][48]

Core Viewpoint - The company establishes a comprehensive compensation management system for its directors and senior management to enhance work motivation and improve operational efficiency, aligning compensation with company performance and market standards [1][2]. Group 1: Compensation Principles - Compensation for directors and senior management is linked to company performance, ensuring stable development while adhering to market value principles [1]. - The compensation structure reflects the company's scale and performance, aligning with external compensation levels [1]. - The system emphasizes the balance of incentives and constraints, linking compensation to performance evaluations and rewards [1]. Group 2: Management Structure - The company has a Compensation and Assessment Committee under the board of directors responsible for setting evaluation standards and compensation mechanisms for directors and senior management [2]. - Relevant departments, including human resources and finance, collaborate with the Compensation and Assessment Committee for the implementation of compensation plans [2]. - Compensation plans for senior management require board approval, while director compensation is subject to shareholder approval [2]. Group 3: Compensation Composition and Standards - Independent directors receive a fixed annual allowance of 100,000 yuan, with no additional compensation or benefits [3]. - Compensation for directors and senior management consists of monthly salaries and annual performance bonuses, which are awarded based on performance evaluations [3]. Group 4: Compensation Distribution - Independent directors' allowances are paid quarterly, while salaries for directors and senior management are paid monthly, with performance bonuses distributed according to the assessment cycle [3]. - All compensation is pre-tax income, with the company responsible for withholding personal income tax [3]. - Performance bonuses for departing directors and senior management are calculated based on their actual tenure and performance [3]. Group 5: Compensation Adjustment - The compensation system is designed to adapt to the company's operational strategy and changing business conditions [5]. - Adjustments are based on industry salary trends, inflation rates, company profitability, strategic changes, and individual role changes [5]. - The board may establish special rewards or penalties for specific matters as supplementary compensation for directors and senior management [5]. Group 6: Miscellaneous Provisions - Any matters not covered by this system will follow relevant laws, regulations, and the company's articles of association [6]. - The board of directors is responsible for interpreting this system [6]. - This system becomes effective upon approval by the shareholders' meeting [6].

Core Viewpoint - The document outlines the regulations and management framework for the foreign exchange hedging business of KJ Intelligent Technology Co., Ltd, emphasizing the importance of risk management and compliance with relevant laws and regulations [1][2][3]. Summary by Sections General Principles - The foreign exchange hedging business aims to mitigate currency and interest rate risks through various financial instruments, including forward contracts, swaps, and options [1]. - The policy applies to the company and its subsidiaries, prohibiting subsidiaries from engaging in hedging activities without company approval [1]. Operational Principles - The company must conduct hedging activities legally, prudently, and effectively, ensuring that all transactions are based on actual business operations and not for speculative purposes [2]. - Transactions are only permitted with qualified financial institutions approved by the State Administration of Foreign Exchange and the People's Bank of China [2]. - Hedging contracts must align with the company's foreign currency cash flow forecasts, and the amounts involved should not exceed these forecasts [2]. Responsibilities and Approval Authority - The finance center is responsible for executing hedging activities, while the internal audit center oversees compliance and risk management [3][4]. - The board of directors and shareholders' meeting are the decision-making bodies for hedging activities, requiring feasibility reports for transactions exceeding certain thresholds [4][5]. Management and Internal Procedures - The finance center must monitor currency trends and develop hedging plans, while the internal audit department reviews the execution and financial implications of these activities [6][7]. - All personnel involved in hedging must adhere to confidentiality protocols to protect sensitive information [7]. Risk Reporting and Disclosure - The finance center is tasked with tracking market prices and assessing risk exposure, reporting findings to management and the board [8]. - The company must disclose hedging activities and any significant losses that exceed specified thresholds, ensuring transparency in financial reporting [8][9].

Core Viewpoint - The company has established a comprehensive set of regulations for the management and use of funds raised through stock issuance, aiming to enhance efficiency and effectiveness in fund utilization [1][2]. Group 1: Fund Management and Control - The company must establish internal control systems for the storage, management, and use of raised funds, ensuring compliance and effective risk prevention [1][2]. - The board of directors and senior management are responsible for overseeing the proper use of raised funds and must not allow any unauthorized changes in fund usage [2][3]. - A special account for raised funds must be established in a commercial bank, and all funds must be managed and used from this account [8][9]. Group 2: Fund Usage Guidelines - Raised funds should primarily be used for the company's main business activities, and any changes in usage must follow strict approval processes [11][12]. - The company must report any significant deviations from the planned use of funds to the Shanghai Stock Exchange [11][12]. - Any surplus funds must be used for ongoing or new projects, or for share repurchases, and must be disclosed appropriately [29][30]. Group 3: Oversight and Reporting - The company’s financial center is responsible for maintaining detailed records of fund usage and must conduct regular audits [33][34]. - Independent financial advisors must conduct periodic checks on the management and usage of raised funds, and their findings must be reported to the board [17][18]. - The company must disclose the results of these audits and any significant findings in its annual reports [34][36].

General Provisions - The purpose of the committee is to standardize the selection of directors and senior management, optimize the composition of the board, and improve the corporate governance structure based on relevant laws and regulations [1][2] - The committee is a specialized body under the board of directors, responsible for formulating selection criteria and procedures for directors and senior management, reviewing candidates, and making recommendations to the board [1][3] Composition of the Committee - The committee consists of three directors, with independent directors making up the majority [2] - The committee members are nominated by the chairman, more than half of the independent directors, or at least one-third of all directors, and elected by the board [2] Responsibilities and Authority - The committee is responsible for proposing the nomination or dismissal of directors and the hiring or firing of senior management, as well as other matters as stipulated by laws and the company's articles of association [3] - If the board does not fully adopt the committee's recommendations, it must document the committee's opinions and the reasons for non-adoption in the board's resolution [3] Meeting Rules - Meetings must be notified to all members three days in advance, and can be convened by the chairperson or a designated member in case of urgency [5][6] - A quorum requires the presence of more than two-thirds of the committee members, and decisions must be approved by a majority [5][6] Nomination Procedures - The committee actively communicates with relevant departments to assess the needs for directors and senior management [7] - Candidates are sourced from within the company, subsidiaries, talent markets, and other channels, with detailed background checks conducted [7] Documentation and Confidentiality - Meeting records must be kept, including independent directors' opinions, and all attendees are bound by confidentiality regarding the matters discussed [13][14] - The committee may hire external agencies for professional advice, with costs covered by the company [8] Amendments and Interpretation - The rules can be amended by the board and must comply with national laws and regulations [9] - The board is responsible for interpreting these rules [9]

General Overview - The document outlines the management system for the shares held by directors, senior management, and core technical personnel of KJ Intelligent Technology Co., Ltd. [2][3] Shareholding Management - The system is established to regulate the holding and trading of company shares by directors, senior management, and core technical personnel in accordance with relevant laws and regulations [2][3][4] - It applies to shares directly or indirectly held by these individuals, including convertible bonds and other equity-like securities [2][3] Share Transfer Rules - Directors and senior management can sell shares through the Shanghai Stock Exchange or other legally permitted methods, adhering to commitments regarding holding periods and transfer methods [3][4] - There are specific restrictions on share transfers, including a one-year lock-up period post-listing and a six-month restriction after leaving the company [5][6] Reporting and Disclosure - Directors and senior management must report personal information to the Shanghai Stock Exchange within two trading days of changes, including new appointments or departures [6][8] - They are required to notify the company of any share trading plans in writing, and such plans must be disclosed publicly [17][19] Restrictions on Trading - There are periods during which directors and senior management are prohibited from trading shares, such as 15 days before the announcement of annual or semi-annual reports [11][12] - Additional restrictions apply in cases of significant legal or regulatory investigations involving the company [10][11] Penalties and Responsibilities - The company holds directors and senior management accountable for ensuring that insider information is not misused for trading [25][26] - Violations of trading regulations may result in disciplinary actions and the requirement to return any profits made from illegal trades [27][28]

Core Viewpoint - The document outlines the regulations and responsibilities regarding insider information management at KJ Intelligent Technology Co., Ltd, emphasizing the importance of confidentiality and compliance with relevant laws and regulations [1][10]. Group 1: Insider Information Definition - Insider information refers to non-public information that could significantly impact the company's operations, finances, or stock prices, including major changes in business strategy, significant asset transactions, and legal issues [1]. - Specific examples of insider information include major investments, significant losses, changes in management, and any legal investigations involving the company [1]. Group 2: Insider Information Insiders - Insiders include company personnel who have access to insider information, such as directors, supervisors, senior management, and employees involved in significant decision-making processes [2][3]. - External parties who may also have access include major shareholders, controlling persons, and professionals from accounting, legal, and financial advisory firms [3]. Group 3: Responsibilities and Management - The Board of Directors is responsible for managing insider information and ensuring the accuracy and completeness of insider information records, with the Chairman being the primary responsible person [4]. - The Board Secretary is tasked with the day-to-day management of insider information and maintaining records of individuals who have access to such information [4][5]. Group 4: Confidentiality Obligations - Insiders are obligated to maintain confidentiality and are prohibited from trading the company's stock or disclosing insider information before it is publicly released [5][9]. - The company must ensure that confidentiality agreements are signed before providing any non-public information to insiders [5]. Group 5: Record Keeping and Reporting - The company must establish and maintain a record of insider information insiders, documenting the details of their access to insider information [7][8]. - Records must be updated regularly and retained for at least ten years, with a requirement to report any insider trading activities to regulatory authorities [8][9]. Group 6: Compliance and Enforcement - The company is required to conduct self-inspections regarding insider trading and take necessary actions against any violations, including reporting to regulatory bodies [9]. - Insiders who violate confidentiality obligations may face legal consequences, including civil and criminal liabilities [9].

Core Points - The company has established a cumulative voting system to enhance its governance structure and ensure shareholders can fully exercise their rights [1][5] - The cumulative voting system allows shareholders to allocate their voting rights either to a single candidate or distribute them among multiple candidates during board elections [1][3] - The system mandates that if a single shareholder or their concerted parties hold 30% or more of the shares, cumulative voting must be used to protect the interests of minority shareholders [1][2] Voting Process - Independent and non-independent directors must be elected separately to maintain the proportion of independent directors [2] - The company secretary is responsible for preparing the election ballots in accordance with the cumulative voting system [2] - Votes exceeding the actual voting rights held by a shareholder will be adjusted, and if a shareholder refuses to confirm their vote distribution, all votes will be considered invalid [2][3] Election Principles - Candidates must receive more than half of the total voting rights present to be elected as directors [3][4] - In case of a tie in votes among candidates, a re-election process will be initiated to ensure the correct number of directors is elected [4] - The chairperson of the meeting must explain the voting method and election principles to shareholders before voting [4][5] Term and Implementation - Directors elected through the cumulative voting system will not have staggered terms; any replacements will serve the remainder of the current term [5] - The system will take effect after being approved by the shareholders' meeting and will be implemented following the company's initial public offering [5]