Core Viewpoint - The document outlines the regulations and procedures for related party transactions of Qingdao High Test Technology Co., Ltd, ensuring fairness and legality in transactions to protect the interests of the company and non-related shareholders [1][11]. Group 1: Definition of Related Parties - Related parties include individuals or organizations that directly or indirectly control the company, hold more than 5% of shares, or are family members of key stakeholders [2][3]. - The definition also encompasses entities controlled by related parties and those recognized by regulatory authorities as having special relationships with the company [2][3]. Group 2: Related Transactions - Related transactions are defined as transactions between the company and its related parties, including asset purchases, investments, financial assistance, guarantees, and management services [4][5]. - All related transactions must be documented in written agreements that adhere to principles of equality, voluntariness, and fairness [5]. Group 3: Approval and Disclosure Procedures - Transactions exceeding 3 million yuan or 1% of the company's total assets must be approved by independent directors and disclosed to shareholders [6][9]. - The company must provide financial reports and evaluations for transactions involving non-cash assets, ensuring transparency and compliance with regulations [6][7]. Group 4: Responsibilities and Compliance - The board of directors and management must act in the best interest of the company, ensuring that related transactions do not harm the company or its shareholders [10][20]. - Any individual representing the company in related transactions must do so without conflicts of interest, and related parties must abstain from voting on such matters [9][19]. Group 5: Miscellaneous Provisions - The document stipulates that any unresolved issues will be governed by national laws and regulations, and the board of directors holds the authority for interpretation [11][29].

Core Points - The company is Qingdao Gaoce Technology Co., Ltd., established as a joint-stock company in accordance with the Company Law of the People's Republic of China [1][2] - The company was registered with a capital of RMB 765,476,919 and listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on August 7, 2020 [1][3] - The company's business scope includes the design, development, production, sales, installation, debugging, and maintenance of various mechanical equipment, molds, cutting tools, computer software and hardware, and automation products [3][4] Company Structure and Governance - The company is a permanent joint-stock company with a chairman serving as the legal representative [2][3] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [2][3] - The company's articles of association serve as a legally binding document governing the rights and obligations of the company, shareholders, directors, and senior management [2][3] Share Issuance and Management - The company issues shares in the form of stocks, with each share having a nominal value of RMB 1 [3][4] - The total number of shares issued by the company is 765,476,919, all of which are ordinary shares [3][4] - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [4][5] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in shareholder meetings, as well as the right to request information and inspect company documents [9][10] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not misuse their rights to harm the company or other shareholders [13][14] - The company must disclose information regarding shareholder meetings, including the agenda and voting procedures [20][21] Decision-Making and Voting Procedures - The company’s shareholder meetings are the highest authority, responsible for electing directors, approving financial reports, and making significant corporate decisions [45][46] - Ordinary resolutions require a simple majority, while special resolutions require a two-thirds majority of the voting rights present [79][80] - The company must ensure that all shareholders are informed of meeting details and have the opportunity to participate, either in person or through proxies [66][67]

Core Points - The document outlines the regulations for Qingdao High Measurement Technology Co., Ltd. regarding external financial assistance to control operational risks and ensure compliance with relevant laws and regulations [1][5] - The company can provide financial assistance to its subsidiaries under specific conditions, primarily requiring guarantees from the receiving party [1][2] Group 1: Financial Assistance Definition and Approval - External financial assistance refers to the provision of funds or entrusted loans to subsidiaries within the company's consolidated financial statements, excluding those with the company's controlling shareholders or related parties [1] - Financial assistance transactions must be approved by a majority of the board of directors and require a two-thirds majority for certain conditions, such as amounts exceeding 10% of the latest audited net assets [2][3] Group 2: Application and Review Process - The finance department is responsible for receiving applications for financial assistance, which must include details about the applicant, debt situation, requested amount, guarantee methods, and repayment sources [3][4] - The company must conduct due diligence on the recipient's financial and operational status and ensure compliance and repayment capability before providing assistance [3] Group 3: Management and Risk Control - The finance department will manage the daily operations of financial assistance, maintaining records of all related documents and agreements [4] - Continuous monitoring of the recipient's financial health is required, and if repayment issues arise, the finance department must report to the board and propose remedial actions [4] Group 4: Penalties and Legal Compliance - Any personnel failing to follow the established procedures for financial assistance may face accountability, and severe cases may be referred to judicial authorities [5] - The regulations will be effective upon approval by the board and will be interpreted by the board in case of any ambiguities [5]

Core Points - The document outlines the regulations for the management and use of raised funds by Qingdao High Measurement Technology Co., Ltd, aiming to enhance the efficiency of fund utilization [1][2] - It specifies that raised funds must be stored in a dedicated account and used exclusively for designated purposes, excluding funds raised for equity incentive plans [1][2] - The company is required to sign a tripartite supervision agreement with the sponsor or independent financial advisor and the commercial bank within one month of fund receipt [2][3] Fund Storage - Raised funds must be deposited in a special account approved by the board of directors, and cannot be used for non-designated purposes [2][4] - The company must ensure that the special account is used solely for the management and use of raised funds [2][4] Fund Usage - The company must adhere to the usage plan outlined in the issuance application documents [3][6] - If there are significant changes in market conditions or if the project is delayed for over a year, the company must reassess the project's feasibility and disclose any adjustments [3][6] - Funds must be used specifically for main business activities that enhance competitiveness and innovation, and cannot be used for financial investments or to benefit related parties [3][4] Cash Management - Temporarily idle raised funds can be managed through cash management products, which must be safe and liquid, with a maximum term of twelve months [4][5] - Any cash management activities must not affect the normal progress of the investment plan [4][5] Fund Replacement and Supplementation - The company can replace self-raised funds with raised funds within six months after the funds are deposited into the special account [5][6] - Temporary use of raised funds for working capital is allowed under strict conditions, including a maximum term of twelve months [6][7] Oversight and Reporting - The board of directors must regularly monitor the management and usage of raised funds and report on the progress of investment projects [10][11] - Independent financial advisors must conduct ongoing supervision and provide reports on the management and usage of raised funds [10][11] Responsibility and Compliance - Any violations of these regulations that result in losses to the company may lead to disciplinary actions against responsible individuals [12][14] - The company must ensure compliance with national laws and regulations, and any amendments to these rules must be approved by the board and disclosed [14]

Core Points - The article outlines the implementation details for the cumulative voting system for the election of directors at Qingdao High Measurement Technology Co., Ltd, aiming to enhance corporate governance and protect minority shareholders' rights [1][2][3] Group 1: Cumulative Voting System - The cumulative voting system allows shareholders to allocate their voting rights across multiple candidates, with each share equating to a number of votes equal to the number of directors to be elected [1][2] - The election of directors will not follow staggered terms; any director elected to fill a vacancy will serve the remainder of the current term [2] - The company must announce the resumes and basic information of the candidate directors prior to the election [2][3] Group 2: Voting Principles - Voting for independent and non-independent directors must be conducted separately, and shareholders can concentrate or distribute their votes as they see fit [3][4] - The voting process requires that shareholders indicate the number of cumulative votes for each candidate, and any excess votes will render the ballot invalid [3][4] Group 3: Election Principles - In equal elections, a candidate must receive more than half of the valid votes to be elected, and if not enough candidates are elected, a second round of voting may be required [4][5] - In differential elections, candidates are ranked by the number of votes received, and if the number of elected candidates is less than required, a second round of voting will be held [4][5] Group 4: Miscellaneous Provisions - The implementation details will be governed by relevant laws and the company's articles of association, and any inconsistencies will defer to the applicable laws [5] - The board of directors is responsible for the formulation, interpretation, and modification of these implementation details, which will take effect upon approval by the shareholders' meeting [5]

Core Points - The document outlines the procedures and requirements for selecting and appointing accounting firms by Qingdao High Measurement Technology Co., Ltd, aiming to protect shareholder interests and enhance audit quality [1][2][3] Group 1: Selection Process - The selection of accounting firms must be approved by the audit committee and the board of directors, and ultimately decided by the shareholders' meeting [1][3] - The audit committee is responsible for overseeing the selection process, including drafting policies, evaluating proposals, and submitting recommendations [3][5] - The selection process should be competitive and transparent, utilizing methods such as competitive negotiation and public bidding [3][4] Group 2: Quality Requirements - Selected accounting firms must possess independent legal status, necessary qualifications, and a good record of compliance with relevant laws and regulations [2][4] - The firms must have a qualified team capable of ensuring audit quality and must maintain confidentiality regarding company information [2][4] Group 3: Evaluation Criteria - Evaluation criteria for accounting firms include audit fees, qualifications, past performance, quality management, and resource allocation [5][6] - The quality management level must account for at least 40% of the evaluation score, while audit fees should not exceed 15% [6] Group 4: Reappointment and Dismissal - The company can reappoint accounting firms without going through the selection process if they meet the required standards [7] - Specific conditions warranting the dismissal of an accounting firm include significant quality defects, delays in audit work, or loss of qualifications [8][9] Group 5: Reporting and Compliance - The company must disclose information regarding the accounting firm, including service duration and audit fees, in its annual report [10] - The audit committee must remain vigilant regarding any irregularities in the selection and performance of accounting firms [11][12]

Core Points - The article outlines the governance structure and responsibilities of independent directors at Qingdao High Test Technology Co., Ltd, emphasizing the importance of their independence and the protection of minority shareholders' rights [1][2][3] Group 1: Independent Director Definition and Responsibilities - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [1][2] - They are required to act in the best interests of the company and all shareholders, particularly minority shareholders, and must provide objective opinions during board meetings [1][3] Group 2: Appointment and Qualifications - Independent directors can serve on a maximum of three domestic listed companies and must ensure they have sufficient time to fulfill their duties [2][3] - The company must have at least one accounting professional among the independent directors, and their proportion on the board must not be less than one-third [2][3] Group 3: Independence and Evaluation - Independent directors are required to conduct annual self-assessments of their independence and submit the results to the board for evaluation [3][4] - Candidates for independent director positions must meet specific independence criteria and possess relevant experience in law, accounting, or economics [3][4] Group 4: Nomination and Election Process - The board and shareholders holding more than 1% of the company's shares can propose independent director candidates, who must be free from conflicts of interest [5][6] - The nomination committee is responsible for reviewing candidates' qualifications and ensuring compliance with independence requirements [5][6] Group 5: Special Powers and Duties - Independent directors have the authority to independently hire external advisors for audits or consultations and can propose the convening of shareholder meetings [9][10] - They are tasked with monitoring potential conflicts of interest and ensuring that board decisions align with the overall interests of the company [9][10] Group 6: Support and Compensation - The company is obligated to provide necessary resources and support for independent directors to perform their duties effectively [10][11] - Independent directors are entitled to compensation that reflects their responsibilities, and the company may establish a liability insurance system for them [10][11]

青岛高测科技股份有限公司 第一章 总 则 第一条 为规范青岛高测科技股份有限公司（以下简称"公司"）的信息披 露暂缓和豁免事务，加强公司信息披露事务管理，督促公司及相关信息披露义 务人依法合规地履行信息披露义务，根据《中华人民共和国公司法》《中华人 民共和国证券法》《上市公司信息披露暂缓与豁免管理规定》《上海证券交易 所科创板股票上市规则》（以下简称"《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》（以下简称"《规范运 作》"）等法律、法规及《青岛高测科技股份有限公司章程》（以下简称 "《公司章程》"）的有关规定，结合公司实际情况，制定本制度。 第二条 公司和其他信息披露义务人暂缓、豁免披露临时报告，在定期报告、 临时报告中豁免披露中国证券监督管理委员会（以下简称"中国证监会"）和 证券交易所规定或者要求披露的内容，适用本制度。 第三条 公司和其他信息披露义务人应当真实、准确、完整、及时、公平地 披露信息，不得滥用暂缓或者豁免披露规避信息披露义务、误导投资者，不得 实施内幕交易、操纵市场等违法行为。 第四条 公司和其他信息披露义务人应当审慎确定信息披露暂缓、豁免事项， 履行内 ...

General Principles - The company establishes information disclosure practices to comply with laws and regulations, ensuring the protection of investors' rights [1][2] - Information that may significantly impact stock prices or investment decisions must be disclosed [2][3] Disclosure Obligations - All relevant personnel, including board members and senior management, are responsible for timely and accurate information disclosure [3][4] - Information must be truthful, complete, and presented clearly without misleading statements [3][4][5] Major Information Disclosure - The company must disclose significant events that could affect stock trading prices promptly [5][6] - If there are major changes in disclosed matters, the company must update investors accordingly [6][7] Regular Reporting - The company is required to prepare and disclose periodic reports, including annual, semi-annual, and quarterly reports, within specified timeframes [9][10] - Financial reports must be audited, and any discrepancies must be corrected and disclosed [10][11] Performance Forecasts - The company must issue performance forecasts if expected profits or revenues show significant changes compared to previous periods [31][32] - If there are substantial differences between forecasts and actual results, the company must disclose corrections [34] Temporary Reports - The company must immediately disclose any major events that could significantly impact stock prices when investors are unaware [37][38] - The company should monitor unusual trading activities and media reports that may affect its securities [39][40] Board and Shareholder Meeting Resolutions - The company must report board resolutions promptly after meetings, including any dissenting opinions [41][42] - Shareholder meetings must be announced in advance, and resolutions must be disclosed afterward [42][43] Transactions Requiring Disclosure - Significant transactions, such as asset purchases or sales, must be disclosed if they meet certain thresholds [48][49] - Transactions involving related parties must also be disclosed if they exceed specified amounts [61][62] Industry Information Disclosure - The company must proactively disclose industry information that could significantly impact stock prices or investor decisions [64][65] - Annual reports should include details about industry characteristics, competitive advantages, and research expenditures [65][66] Risk Disclosure - The company must disclose risks that could adversely affect its core competitiveness and operational sustainability [68][69] - Major risk events, such as changes in market conditions or loss of key personnel, must be reported promptly [70][71]

Core Viewpoint - The document outlines the management and operational procedures for foreign exchange hedging activities of Qingdao High Measurement Technology Co., Ltd., emphasizing compliance with relevant laws and regulations while aiming to mitigate foreign exchange and interest rate risks. Group 1: General Provisions - The company establishes a system for managing foreign exchange hedging to prevent and control foreign currency exchange rate risks based on various legal frameworks [1]. - Foreign exchange hedging activities include various financial transactions such as forward foreign exchange contracts, foreign exchange swaps, interest rate swaps, and foreign exchange options [1]. Group 2: Principles of Foreign Exchange Hedging - The company must conduct foreign exchange hedging in a legal, prudent, safe, and effective manner, ensuring that it does not affect normal operations or engage in speculative trading [2]. - Transactions must be conducted with qualified financial institutions approved by the State Administration of Foreign Exchange and the People's Bank of China [2]. - The amount of hedging contracts must not exceed the budgeted foreign exchange income and expenses related to import and export activities [2]. Group 3: Approval Authority for Hedging Activities - The board of directors and shareholders' meeting are the decision-making bodies for foreign exchange hedging activities, requiring feasibility reports for approval [3]. - Certain transactions exceeding specified thresholds must be submitted for shareholder approval after board approval [3]. Group 4: Management and Internal Procedures - The board of directors authorizes management and finance departments to implement and manage hedging activities within approved limits [4]. - The finance department is responsible for planning, funding, operations, and daily management of hedging activities [4]. - The internal audit department supervises the compliance and effectiveness of the hedging activities [4]. Group 5: Risk Reporting and Disclosure - The finance department must monitor and report any significant risks or unusual situations related to hedging activities to the board of directors [7]. - The company must disclose any hedging losses that exceed 10% of the most recent audited net profit attributable to shareholders, along with reasons for any ineffective hedging relationships [8]. Group 6: Miscellaneous Provisions - The document stipulates that any matters not covered will be governed by relevant national laws and regulations, with the board of directors holding the interpretation rights [8].