转债代码：118014 转债简称：高测转债 青岛高测科技股份有限公司 关于变更注册资本、取消监事会并修订《公司章程》、 修订及制定部分公司治理制度的公告 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。 青岛高测科技股份有限公司（以下简称"公司"）于 2025 年 7 月 11 日召开第 四届董事会第十一次会议，审议通过了《关于变更注册资本、取消监事会并修订 <公司章程> 的议案》《关于修订及制定公司部分治理制度的议案》，同日召开第 四届监事会第七次会议，审议通过了《关于变更注册资本、取消监事会并修订< 公司章程>的议案》。具体情况如下： 一、公司注册资本变更情况 公司于 2024 年 10 月 30 日召开第四届董事会第四次会议和第四届监事会第 三次会议，会议审议通过了《关于 2021 年限制性股票激励计划预留授予部分第 三个归属期符合归属条件的议案》，根据公司 2021 年第三次临时股东大会的授权， 董事会、监事会认为公司 2021 年限制性股票激励计划预留授予部分第三个归属 期规定的归属条件已经成就，本期可归属股票数量 ...

Core Viewpoint - Qingdao High Test Technology Co., Ltd. has established a three-year dividend return plan for 2025-2027 to ensure reasonable returns for shareholders and enhance transparency in profit distribution decisions [1][2]. Group 1: Factors Considered in the Dividend Plan - The company focuses on long-term sustainable development, analyzing operational performance, shareholder expectations, social capital costs, and external financing environments to create a stable return mechanism for investors [1]. - The plan aims to maintain continuity and stability in profit distribution policies [1]. Group 2: Principles of the Dividend Plan - The company emphasizes reasonable returns for shareholders and a stable profit distribution policy, ensuring that distributions do not exceed cumulative distributable profits and do not harm the company's ongoing operations [2]. - The board and shareholders will consider the opinions of independent directors and public investors during the decision-making process [2]. Group 3: Specific Dividend Return Plan for 2025-2027 - The company may distribute profits in cash, stock, or a combination of both, prioritizing cash dividends [2]. - Cash dividends will be distributed if the company is profitable and if major investment plans or cash expenditures do not exceed 30% of the latest audited net assets within the next twelve months [2]. - The company plans to distribute at least 30% of the average distributable profits over the three years in cash [2]. Group 4: Differentiated Cash Dividend Policy - The board will consider industry characteristics, development stages, operational models, and significant capital expenditures to propose differentiated cash dividend policies [3]. - Minimum cash dividend ratios are set at 80%, 40%, and 20% for different scenarios [3]. Group 5: Conditions for Stock Dividend Distribution - The company may issue stock dividends based on distributable profits, reserves, and cash flow, ensuring sufficient cash dividends and reasonable capital structure [3]. Group 6: Decision Mechanism and Procedures for Profit Distribution - The company will carefully study the timing, conditions, and minimum ratios for cash dividends, ensuring independent opinions are considered [3]. - The board must disclose any independent directors' opinions not fully adopted in the decision-making process [3]. Group 7: Adjustments to Profit Distribution Policy - Adjustments to the profit distribution policy may occur due to force majeure or significant changes in operational conditions, requiring a two-thirds majority approval from shareholders [4]. - The company must disclose reasons for not proposing cash dividends in regular reports [4]. Group 8: Review Cycle for Dividend Return Planning - The board will review the dividend return plan at least every three years based on profit distribution policies and actual company conditions [5]. Group 9: Miscellaneous - The plan will be executed in accordance with relevant laws, regulations, and the company's articles of association [5].

General Principles - The company establishes a management system for the shares held by its directors, senior management, and core technical personnel to comply with relevant laws and regulations [1][2] - The shares held by directors and senior management include those registered in their names and those held through others' accounts [1] Share Transfer Rules - Directors and senior management are prohibited from transferring shares under certain conditions, such as within one year of the company's stock listing or within six months after leaving the company [2] - Specific circumstances that restrict share transfers include investigations by regulatory authorities or administrative penalties [2] Trading Restrictions - Directors and senior management cannot trade company shares during specific periods, such as 15 days before the annual or semi-annual report announcements [3] - Violations of the Securities Law regarding trading within six months of buying or selling shares will result in the company reclaiming the profits [3] Core Technical Personnel Regulations - Core technical personnel are subject to restrictions on transferring shares acquired before the company's initial public offering, including a 12-month lock-up period post-listing [4] - They can only transfer a maximum of 25% of their pre-IPO shares each year for four years after the lock-up period [4] Information Reporting and Disclosure - The company secretary is responsible for managing the shareholding data of directors and senior management, ensuring timely reporting of any changes [5][6] - Directors and senior management must report any shareholding changes within two trading days and disclose relevant details on the stock exchange [7][8] Penalties and Responsibilities - Violations of the established rules may lead to disciplinary actions by the company and reporting to regulatory authorities [10] - The company reserves the right to amend the management system in accordance with new laws and regulations [10]

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]