Core Points - The company has established specialized committees under the board of directors to enhance decision-making processes and improve governance structures [1][12][24] - The committees include the Strategy and ESG Committee, Nomination Committee, Audit and Compliance Management Committee, and Compensation and Assessment Committee, each with defined roles and responsibilities [2][12][24] Group 1: Strategy and ESG Committee - The Strategy and ESG Committee is responsible for researching and proposing suggestions on the company's long-term development strategy, major investment decisions, and ESG-related matters [2][3] - The committee consists of three to seven members, including at least one independent director, and is chaired by the company's chairman [2][3] - The committee's main duties include evaluating major investment financing plans, assessing significant ESG issues, and ensuring the implementation of decisions [4][8] Group 2: Nomination Committee - The Nomination Committee is tasked with formulating selection criteria and procedures for directors and senior management, as well as reviewing candidates' qualifications [8][9] - It comprises three to five members, with a majority being independent directors, and is chaired by an independent director [8][9] - The committee's responsibilities include proposing nominations for directors and senior management, as well as ensuring compliance with relevant laws and regulations [9][10] Group 3: Audit and Compliance Management Committee - The Audit and Compliance Management Committee is responsible for reviewing financial information, supervising internal and external audits, and ensuring compliance with regulations [13][14] - The committee consists of three to five members, with a majority being independent directors, and at least one member must be a professional accountant [14][15] - Key functions include evaluating the effectiveness of the compliance management system, overseeing the conduct of directors and senior management, and proposing the appointment or replacement of external auditors [16][19] Group 4: Compensation and Assessment Committee - The Compensation and Assessment Committee is responsible for establishing and managing the assessment and compensation system for directors and senior management [24][25] - It is composed of three to five members, with a majority being independent directors, and is chaired by an independent director [25][26] - The committee's duties include developing performance evaluation standards, reviewing compensation plans, and ensuring compliance with relevant regulations [27][28]

证券代码：002204 证券简称：大连重工 公告编号：2025-062 大连华锐重工集团股份有限公司 关于制订《信息披露暂缓与豁免业务管理制度》 《总法律顾问制度》并修订《关联交易决策制度》 《募集资金管理办法》等 9 项制度的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 大连华锐重工集团股份有限公司（以下简称"公司" ）于 2025 年 6 月 23 日召开第六届董事会第二十三次会议，审议通过了《关 于修订 <关联交易决策制度> <募集资金管理办法> 的议案》《关于修 订 <董事会专门委员会实施细则> <信息披露事务管理办法> <重大经> 营与投资决策管理制度> <委托理财管理制度> <外汇套期保值业务> 管理制度> <合规管理工作制度> <内部审计工作制度> 的议案》和《关 于制订 <信息披露暂缓与豁免业务管理制度> <总法律顾问制度> 的 议案》，现将相关制度制修订情况公告如下： 一、制订《信息披露暂缓与豁免业务管理制度》 《总法律顾问制度》 该制度根据中国证监会于 2025 年 4 月颁布的《上市公司信息 披露暂缓与豁免管理规定》的相关要求制订 ...

Core Points - The document outlines the management and usage of raised funds by Dalian Huari Heavy Industry Group Co., Ltd, ensuring safety and efficiency in fund utilization [1][2] - The company must establish a sound management system for raised funds, including specific regulations for fund storage, usage, and supervision [2][3] - The board of directors is responsible for ensuring the feasibility of investment projects funded by raised capital and must prevent unauthorized changes in fund usage [1][2] Fund Storage - The company must open a special account for raised funds, ensuring that these funds are not mixed with other funds or used for unauthorized purposes [3][4] - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the bank within one month of the funds being received [3][4] Fund Usage - Raised funds must be used strictly for the intended purposes as disclosed, and any changes must be approved by the board and disclosed to shareholders [6][10] - The company is prohibited from using raised funds for high-risk investments or for providing financial assistance to others [6][7] - If any funds are found to be misappropriated by controlling shareholders or related parties, the company must take action to recover those funds and disclose the situation [7][10] Fund Management and Supervision - The company must maintain detailed records of fund usage and undergo regular audits to ensure compliance with regulations [17][19] - The board must conduct semi-annual reviews of the fund management and usage, and any discrepancies must be reported [19][20] - The sponsor or independent financial advisor is required to conduct regular checks on the management of raised funds [20][21] Changes in Fund Usage - Any changes in the intended use of raised funds must be approved by the board and disclosed, especially if it involves new projects or significant alterations [24][26] - The company must ensure that any changes do not lead to conflicts of interest or affect the project's implementation negatively [26][27]

Core Points - The article outlines the compliance management system of Dalian Huari Heavy Industry Group Co., Ltd, emphasizing the importance of legal compliance and risk prevention for sustainable development [1][2] - The compliance management framework includes principles, responsibilities, organizational structure, risk assessment, training, and supervision [1][3] Compliance Management Principles - The compliance management work is guided by the principles of integrating party leadership, covering all business areas, and ensuring accountability for compliance responsibilities [4][5] - The management system aims to enhance compliance awareness and integrate compliance into internal control processes [4][6] Organizational Structure - The compliance management system is structured with a clear division of responsibilities among various departments, including the risk control audit department and compliance officers [3][4] - Each business unit is required to have dedicated compliance personnel based on their operational scale and compliance risk level [4][5] Compliance Obligations Identification and Updates - Business units must regularly identify and update compliance obligations relevant to their operations, ensuring that these obligations are embedded in their management processes [6][7] - A compliance obligation list is created annually to reflect the current compliance requirements [6][7] Compliance Risk Assessment and Management - Units are required to conduct compliance risk assessments regularly, especially when there are changes in business activities or external conditions [8][9] - The risk assessment categorizes compliance risks into high, medium, and low levels, with corresponding response measures [8][9] Compliance Risk Review - The compliance risk review process is integrated into the decision-making for major projects and significant operational changes, ensuring that compliance is considered at all levels [11][12] - External legal opinions are sought for major decisions to ensure compliance with applicable laws and regulations [11][12] Compliance Culture and Training - The company promotes a culture of compliance through training programs and awareness campaigns, ensuring that all employees understand their compliance responsibilities [13][14] - Compliance training is mandatory for new employees and key personnel [13][14] Overseas Compliance - For overseas operations, the company designates compliance management personnel to ensure adherence to local regulations and compliance obligations [13][14] - Local legal services may be engaged to assist in identifying compliance requirements in foreign jurisdictions [13][14] Information Technology in Compliance Management - The company emphasizes the use of information technology to enhance compliance management processes, including risk monitoring and compliance audits [13][14] - Information systems are developed to integrate compliance requirements into daily operations [13][14] Evaluation and Accountability - The compliance management system includes mechanisms for evaluating compliance performance and holding individuals accountable for non-compliance [15][16] - Regular audits and assessments are conducted to ensure adherence to compliance obligations [15][16]

Core Viewpoint - The legal opinion letter from Liaoning Huaxia Law Firm confirms the compliance of Dalian Huari Heavy Industry Group Co., Ltd.'s 2025 Restricted Stock Incentive Plan (Draft) with relevant laws and regulations, indicating the company's readiness to implement the plan [1][2][27]. Group 1: Company Background - Dalian Huari Heavy Industry Group Co., Ltd. was established as a joint-stock company and is legally registered with a registered capital of RMB 1.9337 billion [5][6]. - The company has undergone several transformations and mergers, with its current name adopted in 2011 after a significant asset restructuring [5][6]. Group 2: Incentive Plan Overview - The 2025 Restricted Stock Incentive Plan (Draft) consists of 16 chapters detailing the purpose, management, conditions for granting restricted stocks, and the rights and obligations of both the company and the incentive recipients [8][27]. - The plan aims to grant up to 19.3136 million shares of A-shares, accounting for approximately 1% of the company's total share capital [12][27]. Group 3: Eligibility and Conditions - The incentive recipients are limited to directors, senior management, and other key personnel within the company, totaling no more than 201 individuals [30][27]. - The plan specifies that the granting of restricted stocks is contingent upon the company meeting certain performance criteria, including a minimum return on equity (ROE) of 6.5% for 2024 [21][26]. Group 4: Stock Grant Details - The grant price for the restricted stocks is set at RMB 2.97 per share, which is above the par value and adheres to regulatory requirements [14][27]. - The plan includes provisions for adjusting the number and price of shares granted in response to corporate actions such as stock splits or dividends [15][27]. Group 5: Legal Compliance and Procedures - The company has fulfilled necessary legal procedures for the implementation of the incentive plan, including obtaining approval from the board's remuneration and assessment committee [28][27]. - The plan is subject to further approval from the Dalian State-owned Assets Supervision and Administration Commission and the shareholders' meeting [28][27].

Core Viewpoint - Dalian Huari Heavy Industry Group Co., Ltd. is undergoing a compliance review for its stock incentive plan, ensuring adherence to regulations and internal controls [1][5]. Compliance Requirements - The financial report for the most recent accounting year did not receive a negative or disclaimer opinion from auditors [1]. - There have been no violations of profit distribution laws or company articles in the last 36 months [1]. - The company has not provided loans or financial assistance to incentive targets [1]. Incentive Object Compliance - The incentive plan does not include shareholders or actual controllers holding more than 5% of shares [1]. - No inappropriate candidates have been identified by the securities exchange or the China Securities Regulatory Commission in the last 12 months [1]. - There are no major legal violations that would disqualify candidates from being incentive objects [1]. Incentive Plan Compliance - The total stock granted to any single incentive object does not exceed 1% of the company's total equity [1]. - The reserved rights for incentive objects do not exceed 20% of the total rights to be granted in this incentive plan [1]. - Performance assessment indicators are established as conditions for exercising rights [1]. Disclosure Requirements - The incentive plan must detail the purpose, criteria for selecting incentive objects, and the number of rights to be granted [2][3]. - The plan must specify the types of stocks involved, their sources, and the proportion of total equity [3]. - The plan must include conditions for granting and exercising rights, including vesting periods and pricing methods [4]. Performance Assessment Indicators - The performance indicators must be objective, clear, and conducive to enhancing the company's competitiveness [5]. - At least three comparable companies should be selected for benchmarking the performance indicators [5]. Legal and Procedural Compliance - The company must ensure that the incentive plan complies with the "Equity Incentive Management Measures" [5]. - Independent financial advisors must provide complete and compliant reports regarding the incentive plan [5]. - The board and shareholders must avoid conflicts of interest during the approval process of the incentive plan [5].

证券代码：002204 证券简称：大连重工 公告编号：2025-060 大连华锐重工集团股份有限公司 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 大连华锐重工集团股份有限公司（以下简称"公司"）第六届 董事会第二十三次会议于 2025 年 6 月 18 日以书面送达和电子邮 件的方式发出会议通知，于 2025 年 6 月 23 日在大连华锐大厦十三 楼国际会议厅召开。会议应出席董事 9 名，实际出席董事 9 名。公 司部分高级管理人员和职能部门负责人列席会议。会议的召开符合 《公司法》和《公司章程》的有关规定。会议由公司董事长孟伟先 生主持。 会议以举手表决的方式逐项审议通过了下列议案： 一、 《关于 2025 年限制性股票激励计划（草案）及其摘要的议案》 为进一步健全公司长效激励与约束机制，充分调动公司核心员 工的积极性和创造性，有效地将股东利益、公司利益和核心团队个 人利益结合在一起，确保公司经营目标及发展战略的实现，根据《公 司法》 《证券法》 《上市公司股权激励管理办法》等相关法律、法规、 规范性文件和《公司章程》的规定，在充分保障股东利益的前提下 ...

大连华锐重工集团股份有限公司 董事会薪酬与考核委员会关于公司 根据《公司法》《证券法》《深圳证券交易所股票上市规则》《上 市公司股权激励管理办法》 《国有控股上市公司（ 境内）实施股权激 对（ 《大连华锐重工集团股份有限公司 2025 年限制性股票激励计划（草 案）》 以下简称（《激励计划（ （ 草案）》 "或（ 本激励计划" ）及其摘要 等相关资料进行了仔细阅读和核查，现发表核查意见如下： 一、关于公司《2025 年限制性股票激励计划（草案）》及其摘 要的核查意见 励试行办法》 《关于规范国有控股上市公司实施股权激励制度有关问 题的通知》等法律、法规、规范性文件以及（ 《公司章程》的规定，并 参照（ 《中央企业控股上市公司实施股权激励工作指引》，大连华锐重 工集团股份有限公司（ 以下简称（ 公司" ）董事会薪酬与考核委员会 一）公司不存在《上市公司股权激励管理办法》等法律法规、 规范性文件规定的禁止实施股权激励计划的情形，包括： 或者无法表示意见的审计报告； 意见或无法表示意见的审计报告； 承诺进行利润分配的情形； 二）公司具备以下条件： 明确。外部董事 含独立董事，下同）占董事会成员半数以上； 第 1 页 ...

Meeting Information - The company will hold its second extraordinary general meeting of shareholders in 2025 on July 18, 2025, at 16:00 [1] - Shareholders can participate in the meeting either in person or through online voting via the Shenzhen Stock Exchange systems [1][7] - The online voting will be available from 9:15 to 9:25, 9:30 to 11:30, and 13:00 to 15:00 on the same day [1] Voting Procedures - Shareholders must choose either in-person or online voting for the same voting right, and duplicate votes will be counted based on the first submission [2][10] - All shareholders registered by July 14, 2025, are entitled to participate in the meeting [4] - Proxy voting is allowed, and the proxy does not need to be a shareholder [4] Agenda Items - The meeting will discuss several proposals, including the 2025 Restricted Stock Incentive Plan and its management and assessment methods [5][6] - Proposals will require a special resolution with at least two-thirds approval from attending shareholders, excluding those related to the incentive plan [6] Registration and Attendance - Shareholders must provide identification and relevant documents to attend the meeting, either in person or via proxy [4][6] - Remote shareholders can register via mail or fax [6] Online Voting Process - Detailed procedures for online voting will be provided, and shareholders can express their votes as agree, disagree, or abstain [9][10] - The voting system requires identity verification through the Shenzhen Stock Exchange [10]

证券代码：002204 证券简称：大连重工 公告编号：2025-061 大连华锐重工集团股份有限公司 2025 年限制性股票激励计划 （草案）摘要 二〇二五年六月 声明 本公司董事会及全体董事保证本计划及其摘要内容不存在虚假记载、误导性陈述或 重大遗漏，并对其真实性、准确性、完整性承担个别和连带的法律责任。 特别提示 1、《大连华锐重工集团股份有限公司2025年限制性股票激励计划（草案）》依据 《中华人民共和国公司法》《中华人民共和国证券法》《上市公司股权激励管理办法》 《国有控股上市公司（境内）实施股权激励试行办法》（国资发分配〔2006〕175号）、 《关于规范国有控股上市公司实施股权激励制度有关问题的通知》（国资发分配〔2008〕 171号）和《大连华锐重工集团股份有限公司章程》以及其他有关法律、法规、规章和 规范性文件的相关规定制定。 大连华锐重工集团股份有限公司 2025 年限制性股票激励计划(草案)摘要 价之一的50%。 6、本计划公告当日至激励对象完成限制性股票登记期间，公司有派息、资本公积 金转增股本、派送股票红利、股票拆细或缩股、配股等事项，限制性股票的授予价格、 授予数量将进行相应的调整。 ...