Summary of Key Points Core Viewpoint - The company plans to provide a guarantee of up to RMB 128.76 million (approximately USD 18 million) to its subsidiary, JST Power Equipment, Inc., to support its operational and business development needs [1][4]. Group 1: Guarantee Overview - The guarantee is intended to meet the funding needs of JST Power Equipment, Inc., which is a controlled subsidiary of the company [1][4]. - The types of guarantees include general guarantees, joint liability guarantees, mortgages, and pledges [1][4]. - The actual guarantee amount and terms will be determined by the final signed contract or approval from financial institutions [1][4]. Group 2: Subsidiary Information - JST Power Equipment, Inc. is a controlled subsidiary, with the company holding 80% of its shares through a wholly-owned subsidiary [3]. - The subsidiary has stable operations and good creditworthiness, with no overdue guarantee issues [4][5]. - As of the first quarter of 2025, JST Power Equipment, Inc. reported total assets of RMB 928.38 million and a net profit of RMB 7.86 million [3]. Group 3: Board's Opinion - The board believes that providing the guarantee is necessary for the subsidiary's operational development and aligns with the company's overall interests [4][5]. - The board has approved the guarantee proposal, emphasizing that it does not harm the interests of the company or its shareholders [4][5]. Group 4: Cumulative Guarantee Situation - As of the announcement date, the company and its subsidiaries have a total external guarantee amount of RMB 0 million, with no overdue guarantees [5][6]. - The total guarantee amount provided to the controlled subsidiary, excluding the current guarantee, is RMB 3.67 billion, accounting for 82.48% of the company's latest audited net assets [5][6].

Core Viewpoint - The nomination of Chen Tao as an independent director candidate for Hainan Jinpan Intelligent Technology Co., Ltd. has been made, with the nominee meeting all necessary qualifications and independence criteria as per relevant regulations [1][2][4]. Summary by Sections Nomination and Qualifications - Chen Tao has been nominated as an independent director candidate for the third board of Hainan Jinpan Intelligent Technology Co., Ltd. and has agreed to the nomination [1]. - The nominee possesses basic knowledge of listed company operations and has over five years of relevant work experience in law, economics, accounting, finance, or management [1]. Compliance with Regulations - The nominee's qualifications comply with various laws and regulations, including the Company Law of the People's Republic of China and the Management Measures for Independent Directors of Listed Companies [1]. - The nominee has completed training and obtained relevant certification recognized by the stock exchange [1]. Independence Criteria - The nominee does not fall under any categories that would compromise independence, such as holding significant shares in the company or having close relationships with major shareholders [2][3]. - The nominee has no adverse records, including administrative or criminal penalties from the China Securities Regulatory Commission within the last 36 months [3][4]. Additional Information - The nominee has not served as an independent director in more than three domestic listed companies and has not served in Hainan Jinpan Intelligent Technology Co., Ltd. for more than six years [4]. - The nomination has been verified by the nomination committee of the board, confirming no conflicts of interest exist [4].

Group 1 - The company announced the resignation of independent director Gao Ciwei due to the completion of his six-year term, effective July 30, 2025 [1][2] - Gao Ciwei will also resign from his positions on the Audit Committee, Nomination Committee, and Remuneration and Assessment Committee, and will not hold any position in the company after his resignation [1][2] - The resignation will result in the number of independent directors falling below one-third of the board members, necessitating the election of a new independent director at the upcoming shareholders' meeting [2][3] Group 2 - The company held a board meeting on July 7, 2025, where it approved the nomination of Chen Tao as the candidate for independent director, pending shareholder approval [2][4] - Chen Tao's term will last from the date of approval at the shareholders' meeting until the end of the current board's term [4] - Chen Tao has completed the necessary training and meets the qualifications to serve as an independent director, with no conflicts of interest identified [6][7] Group 3 - Following the approval of Chen Tao as an independent director, he will also serve on the Audit Committee, Nomination Committee, and as the Chair of the Remuneration and Assessment Committee [4] - Other committee adjustments include Li Sihai becoming the Chair of the Nomination Committee and Li Hui becoming the Chair of the ESG Committee [4]

Core Points - The document outlines the rules and regulations governing the board of directors of Hainan Jinpan Intelligent Technology Co., Ltd, aiming to enhance decision-making efficiency and protect shareholder rights [1][2][3] Group 1: Board Structure and Responsibilities - The board of directors is the executive body of the shareholders' meeting and is responsible for major operational decisions, focusing on maximizing shareholder interests [1][2] - The board consists of six members, including a chairman, a vice chairman, and one employee representative [10] - Directors are elected for a term of three years and can be re-elected, with provisions for filling vacancies during the term [8][10] Group 2: Director Qualifications and Duties - Directors must be natural persons and are prohibited from holding positions if they have certain legal or financial disqualifications [2][3] - Directors have a duty of loyalty and must avoid conflicts of interest, ensuring that their actions benefit the company and its shareholders [6][12] - Directors are required to act diligently, attend meetings, and review company reports to ensure informed decision-making [8][13] Group 3: Meeting Procedures - The board must hold at least two meetings annually, with provisions for calling additional meetings under specific circumstances [13][26] - Meeting notifications must be sent in advance, detailing the agenda and participants [29][30] - Decisions require a majority vote from attending directors, and minutes must be recorded and maintained for at least ten years [21][22][24] Group 4: Compliance and Governance - The board is responsible for ensuring compliance with laws and regulations, and any decisions that violate these can lead to liability for the directors involved [19][20] - The document emphasizes the importance of diversity in board composition, considering various factors such as gender, age, and professional experience [55][56][58]

Core Points - The company establishes an internal audit system to enhance audit quality and protect investors' rights [1][2] - The internal audit department is responsible for evaluating the effectiveness of internal controls and risk management [1][3] - The board of directors is accountable for the establishment and implementation of internal control systems [2][4] Group 1: Internal Audit Structure - The company has set up an internal audit department under the board's audit committee to supervise financial information and internal control systems [2][5] - The internal audit department must have at least two dedicated personnel with relevant professional knowledge and experience [2][7] - The internal audit department operates independently and reports directly to the board's audit committee [2][9] Group 2: Responsibilities and Requirements - The internal audit department is tasked with evaluating the completeness and effectiveness of internal control systems across the company and its subsidiaries [3][13] - The department must report its findings and any significant issues to the audit committee at least quarterly [3][12] - Internal audit personnel must maintain confidentiality and ensure the reliability of audit evidence [7][19] Group 3: Audit Procedures and Focus Areas - The internal audit department is required to conduct audits on significant transactions such as external investments, asset purchases, and related party transactions [9][10] - Audits must focus on compliance with approval procedures and the legitimacy of financial activities [10][11] - The department must also evaluate the management of raised funds and ensure they are used according to the planned investment projects [12][28] Group 4: Reporting and Accountability - The internal audit department must submit an annual internal control evaluation report to the audit committee [20][21] - If significant deficiencies or risks are identified, the audit committee must inform the board and shareholders promptly [15][16] - The company implements a responsibility accountability mechanism for violations of internal control systems [20][23]

Core Points - The article outlines the information disclosure management system of Hainan Jinpan Intelligent Technology Co., Ltd, emphasizing the importance of timely, fair, and accurate disclosure of information to protect the rights of stakeholders [1][2][3] Group 1: Information Disclosure Obligations - The board of directors is responsible for ensuring the effective implementation of the disclosure system, guaranteeing the timeliness and fairness of disclosures [2][3] - Information disclosure must be truthful, accurate, complete, and should not selectively disclose information or mislead investors [2][3] - Insider information must not be disclosed before it is legally required, and individuals with insider knowledge are prohibited from trading based on that information [2][3] Group 2: Reporting Requirements - The company is required to disclose periodic reports, including annual, semi-annual, and quarterly reports, which must be completed within specified timeframes [5][6] - Annual reports must include key financial data, stock and bond issuance details, and significant events affecting the company [13] - The company must disclose any major events that could significantly impact its securities or investment decisions, including changes in management or significant financial losses [13][14] Group 3: Procedures for Disclosure - The process for disclosing periodic reports involves drafting by senior management, auditing by the audit committee, and approval by the board of directors [33][34] - For temporary reports, the company must follow specific procedures to disclose significant events that could affect trading prices or investment decisions [34][35] - The company must ensure that any corrections or clarifications to previously disclosed information are made promptly [35] Group 4: Responsibilities and Compliance - The board secretary is responsible for coordinating disclosure activities and ensuring compliance with regulations [41][42] - All stakeholders, including major shareholders and management, must report any significant changes that could affect the company’s operations or securities [19][20] - The company must maintain confidentiality regarding undisclosed information and ensure that all disclosures comply with legal and regulatory requirements [23][24]

Core Points - The article outlines the articles of association for Hainan Jinpan Smart Technology Co., Ltd, detailing the company's legal framework, governance structure, and operational guidelines [2][4][5] Company Overview - Hainan Jinpan Smart Technology Co., Ltd was established under the Company Law and Securities Law of the People's Republic of China, with its registration completed in Haikou City [2][3] - The company was registered with a capital of RMB 459.286072 million [3] - The company was approved for public offering of 42.57 million shares on March 9, 2021, and is listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board [3][4] Business Objectives and Scope - The company's mission is to create a world-class brand, build a century-old enterprise, fulfill employee dreams, and continuously innovate to enhance customer value and social value [4][5] - The business scope includes power facility installation, maintenance, and testing, as well as manufacturing and sales of various electrical and electronic equipment, including smart distribution and control devices, AI applications, and IoT devices [5][6] Share Structure - The company issues shares in the form of stocks, with each share having a nominal value of RMB 1 [7][8] - The total number of shares issued at establishment was 36.9 million, with the current total shares amounting to 459.286072 million, all of which are ordinary shares [8] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company decisions, and are required to comply with laws and the company's articles of association [12][13] - The company has provisions for shareholder meetings, including annual and extraordinary meetings, to discuss significant corporate matters [48][49] Governance and Management - The company is governed by a board of directors, which is responsible for major decisions and oversight of management [46][47] - The articles of association stipulate the procedures for appointing and removing directors, as well as the responsibilities of the management team [18][19] Financial Assistance and Share Repurchase - The company may provide financial assistance for acquiring its shares under specific conditions, with a limit of 10% of the total issued capital [8][9] - The company can repurchase its shares under certain circumstances, such as capital reduction or employee stock ownership plans [10][11]

Group 1 - The company establishes a system for the temporary suspension and exemption of information disclosure to ensure compliance with relevant laws and regulations [1][2][8] - Information disclosure obligations are determined based on the rules of the Science and Technology Innovation Board and the company's actual circumstances [1][2] - The company emphasizes the importance of confidentiality regarding state secrets and commercial secrets, prohibiting any form of disclosure that could lead to violations [2][3] Group 2 - The scope of information that can be temporarily suspended or exempted includes state secrets and commercial secrets, with specific conditions outlined for each [2][3] - The company must adopt measures to prevent the leakage of information that is temporarily suspended or exempted from disclosure [4][5] - A detailed internal review process is established for handling requests for temporary suspension or exemption of information disclosure [5][6] Group 3 - The company is required to disclose information promptly once the reasons for temporary suspension or exemption are eliminated [6][12] - There is a responsibility accountability mechanism in place for any violations of the established procedures regarding information disclosure [7][8] - The company must comply with the relevant laws and regulations, and any conflicts with these regulations will be resolved according to the law [8][9]

Core Points - The document outlines the management regulations for the shares held by directors and senior management of Hainan Jinpan Intelligent Technology Co., Ltd. [1] - It emphasizes the importance of compliance with relevant laws and regulations, including the prohibition of insider trading and the requirement for prior notification of share trading plans [2][4] - The document specifies the conditions under which directors and senior management are restricted from transferring their shares, including time frames and circumstances related to legal investigations [2][6] Group 1 - The regulations apply to all shares held by directors and senior management, including those recorded in credit accounts for margin trading [2] - Directors and senior management must notify the board secretary in writing before buying or selling shares, and the board secretary must verify compliance with disclosure and legal requirements [2][5] - There are specific periods during which directors and senior management are prohibited from trading shares, such as 15 days before annual and semi-annual report announcements [3][4] Group 2 - The maximum allowable reduction of shares by directors and senior management during their term and for six months after is capped at 25% of their total holdings [4][6] - Any planned share reductions must be reported to the Shanghai Stock Exchange 15 trading days in advance, detailing the number of shares, time frame, and reasons for the reduction [4][5] - Directors and senior management must report any changes in their shareholdings within two trading days, including details of the transaction [8][19] Group 3 - The document outlines penalties for violations of these regulations, including internal disciplinary actions and potential regulatory penalties [20][21] - The company is responsible for ensuring that all disclosures are timely, accurate, and complete, and must report any violations to the relevant authorities [8][20] - The regulations will take effect immediately upon approval by the company's board of directors [24]

海南金盘智能科技股份有限公司 第一章 总 则 公司发现控股股东、实际控制人及其他关联人占用募集资金的，应当及时要 求归还，并披露占用发生的原因、对公司的影响、清偿整改方案及整改进展情况。 公司的董事和高级管理人员应当勤勉尽责，确保公司募集资金安全，不得操 控公司擅自或者变相改变募集资金用途。 第二章 募集资金存储 第四条 公司应当审慎选择商业银行并开设募集资金专项账户（以下简称 "募集资金专户"），募集资金应当存放于经董事会批准设立的募集资金专户集 中管理和使用。募集资金专户不得存放非募集资金或者用作其它用途。 公司存在两次以上融资的，应当分别设置募集资金专户。超募资金也应当存 放于募集资金专户管理。 第五条 公司应当在募集资金到账后一个月内与保荐机构或者独立财务顾 问、存放募集资金的商业银行（以下简称"商业银行"）签订募集资金专户存储 三方监管协议并及时公告。相关协议签订后，公司可以使用募集资金。该协议至 少应当包括以下内容： 第一条 为规范海南金盘智能科技股份有限公司（以下简称"公司"）募集 资金的使用与管理，提高募集资金的使用效率，防范资金使用风险，确保资金使 用安全，保护投资者的利益，根据《中华人民共 ...