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 ...

证券代码：688676 证券简称：金盘科技 公告编号：2025-048 海南金盘智能科技股份有限公司 关于取消监事会、变更注册资本、修订《公司章程》 并办理工商变更登记、制定及修订部分治理制度的公 告 本公司董事会及全体董事保证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。 海南金盘智能科技股份有限公司（以下简称"公司"或"本公司"）于2025 年7月7日召开了第三届董事会第二十四次会议，审议通过了《关于取消监事会、 变更注册资本、修订 <公司章程> 并办理工商变更登记的议案》、《关于制定、修 订公司部分管理制度的议案》。 现将有关情况公告如下： 一、关于取消监事会的情况 鉴于以上情况，同时根据《公司法》《上市公司章程指引（2025）》等法律 法规、规范性文件的规定，结合公司实际情况，公司拟对《公司章程》中的相关 条款进行修订，主要修订内容具体如下： | | | 根据《中华人民共和国公司法（2023 年修订）》（以下简称"《公司法》"）、 《关于新〈公司法〉配套制度规则实施相关过渡期安排》《上市公司章程指引 （2025）》等法律法规、规范性文件的规定 ...

海南金盘智能科技股份有限公司 募集资金管理制度 第一章 总 则 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《中华人民共和国公司法》《中华人民共和国 证券法》《上市公司募集资金监管规则》《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》等法律、 法规、规范性文件，以及《海南金盘智能科技股份有限公司章程》的要求，结合 公司实际情况，制定本制度。 第二条 本制度所称募集资金系指公司通过公开发行证券（包括首次公开发 行股票、配股、增发、发行可转换公司债券、发行分离交易的可转换公司债券等） 以及非公开发行证券向投资者募集的资金，但不包括公司实施股权激励计划募集 的资金。 第三条 公司应当建立并完善募集资金存放、管理、使用、改变用途、监督 和责任追究的内部控制制度，明确募集资金使用的分级审批权限、决策程序、风 险控制措施及信息披露要求，规范使用募集资金。 募集资金投资项目（以下简称"募投项目"）通过公司的子公司或公司控制 的其他企业实施的，公司应 ...

海南金盘智能科技股份有限公司董事会提名委员会 关于提名公司第三届董事会独立董事候选人的审核 意见 根据《中华人民共和国公司法》《上市公司独立董事管理办法》《上海证券交 易所科创板股票上市规则》以及《公司章程》等有关规定，海南金盘智能科技股 份有限公司（以下简称"金盘科技"或"公司"）第三届董事会提名委员会对第 三届董事会独立董事候选人的任职资格进行了审核并发表审核意见如下： 1、经审阅公司第三届董事会独立董事候选人陈涛先生的个人履历等相关资 料，未发现其有相关法律法规和《公司章程》中规定的不得担任科创板上市公司 独立董事的情形；陈涛先生未受过中国证监会、证券交易所及其他有关部门的处 罚和惩戒，亦未有被中国证监会确定为市场禁入者且禁入尚未解除的情况。候选 人符合相关法律法规规定的任职资格和独立性等要求。 2、独立董事候选人具有丰富的专业知识，熟悉相关法律、行政法规、规章 与规则，其任职资格、教育背景、工作经历、业务能力、个人品德符合公司独立 董事任职要求。 综上，我们同意提名陈涛先生为公司第三届董事会独立董事候选人，并将该 议案提交公司第三届董事会第二十四次会议审议。 海南金盘智能科技股份有限公司 董事会提名委 ...