董事离职管理制度 苏州海陆重工股份有限公司 董事离职管理制度 第一章 总 则 第一条 为了规范苏州海陆重工股份有限公司（以下简称"公司"）的董事 离职管理，保障公司治理结构的稳定性和连续性，维护公司及股东的合法权益， 根据《中华人民共和国公司法》（以下简称《公司法》）、《中华人民共和国证 券法》（以下简称《证券法》、《上市公司章程指引》《上市公司独立董事管理 办法》《深圳证券交易所股票上市规则》《深圳证券交易所上市公司自律监管指 引第 1 号——主板上市公司规范运作》等法律、法规及《公司章程》的规定，制 定本制度。 第二条 本制度适用于公司全体董事，包括独立董事、非独立董事以及职工 代表董事。 第三条 公司非职工代表董事由股东会选举或更换，职工代表董事由公司职 工代表大会等民主形式选举或更换，董事可以在任期届满前由股东会或职工代表 大会决议解任。董事在任期届满前可以辞职。董事离任的应当按照《公司章程》 和本制度的规定办理离任手续。 第二章 离职的情形与程序 第四条 公司董事离职包括任期届满未连任、主动辞职、被解除职务、退休 及其他导致董事实际离职的情形。 第六条 公司董事会应在收到辞职报告后二个交易日内披露董 ...

Core Viewpoint - The company has established a system for accountability regarding significant errors in periodic report disclosures to enhance the quality and transparency of information disclosure [1][2]. Group 1: General Principles - The system aims to improve the company's operational standards and reinforce the responsibility awareness of those involved in information disclosure [1]. - Accountability applies to directors, senior management, department heads, controlling shareholders, and other relevant personnel [1][2]. Group 2: Conditions for Accountability - The company will hold individuals accountable for significant errors if they violate laws, regulations, or internal controls leading to adverse impacts [2][3]. - Specific conditions include failure to follow disclosure procedures, lack of timely communication, and personal reasons causing significant errors [2][3]. Group 3: Severity of Accountability - Individuals may face harsher penalties for severe misconduct, retaliation against investigators, or failure to correct known errors [3][4]. - The board will consider the severity of the situation when determining penalties, which may include economic sanctions [4][6]. Group 4: Rights and Procedures - Before making decisions on penalties, the board must hear the responsible person's opinions and ensure their right to defend themselves [4][6]. - Related board members must abstain from voting on matters where they have a conflict of interest [4]. Group 5: Forms of Accountability - Possible forms of accountability include reprimands, position changes, financial compensation for losses, and legal actions for severe cases [7][6].

General Principles - The company establishes a system for the temporary suspension and exemption of information disclosure to ensure compliance with legal obligations under relevant laws and regulations [1][2] - The system applies to the company and other information disclosure obligors, including directors, senior management, shareholders, and other related parties [1] Scope of Temporary Suspension and Exemption - Information can be temporarily suspended or exempted from disclosure if it involves state secrets or commercial secrets that could lead to unfair competition or harm to the company or others [2][3] - The company has an obligation to protect state secrets and must not disclose sensitive information through any means [2] Internal Review Procedures - The company’s board secretary is responsible for organizing and coordinating the temporary suspension and exemption of information disclosure, with the securities investment department assisting in daily operations [5] - Relevant departments must control the number of individuals aware of the information and require confidentiality agreements to prevent information leakage [5] Accountability - If the company or other obligors fail to comply with the disclosure regulations, they may face accountability for misleading statements or omissions, and responsible individuals may be held liable [6] Implementation - The system will be effective upon approval by the company's board of directors, and any amendments will be made in accordance with legal requirements [6]

General Provisions - The purpose of the management system is to strengthen the control over subsidiaries of Suzhou Hailu Heavy Industry Co., Ltd., standardize internal operations, and protect the rights of the company and its investors [1] - The term "subsidiary" refers to companies established by the company that have independent legal status, including wholly-owned subsidiaries and those where the company holds more than 50% of the shares or controls the board [1][2] Organizational Management - Subsidiaries must establish shareholder meetings, boards of directors, and supervisory boards according to their articles of association, with the company exercising management through participation in these meetings [4] - The company has rights proportional to its shareholding, including profit distribution, voting rights, and access to important documents [4][5] Operational Management - Subsidiaries must comply with national laws and regulations, and develop management goals aligned with the company's development plans [11] - The general manager of a subsidiary is responsible for preparing annual reports and operational plans, which must be submitted to the company's board for approval [12] Financial, Funding, and Guarantee Management - Subsidiaries must adhere to the company's unified financial management policies and submit relevant reports regularly [15] - Major expenditures and guarantees require prior approval from the company, ensuring strict control over financial activities [20][21] Investment Management - Subsidiaries can propose investment projects based on market conditions, which must be approved by the company [22] - The acquisition of fixed assets below 300,000 yuan can be decided by the subsidiary, while larger acquisitions require joint decision-making with the company's financial management [23] Information Disclosure and Reporting - Subsidiaries must report significant business and financial matters to the company's board secretary, ensuring compliance with disclosure obligations [26][27] Supervision and Audit - Subsidiaries are subject to internal and external audits to ensure compliance with management systems and financial practices [28][29] Assessment and Reward System - Subsidiaries must establish their own compensation and incentive mechanisms, subject to company review, and conduct annual assessments of their management personnel [32][33]

Core Points - The company has established a management system for external information reporting and usage to enhance the preparation, review, and disclosure of periodic reports and significant events [1][2] - The board of directors and senior management are required to comply with the company's information disclosure management regulations during the reporting process [1] - Confidentiality obligations are imposed on directors, senior management, and other relevant personnel during the preparation of periodic reports and planning of significant events [1][2] Summary by Sections - **External Information Reporting**: The company must not disclose any significant information or financial reports to external parties before the official announcement [2] - **Insider Information Management**: External parties receiving undisclosed significant information must sign a confidentiality agreement and are prohibited from trading the company's stock based on this information [2] - **Liability for Breach**: If external parties leak confidential information, they must notify the company immediately, and the company will report to the Shenzhen Stock Exchange [2] - **Regulatory Compliance**: The company will seek compensation for economic losses caused by violations of the established regulations and may involve judicial authorities in cases of criminal conduct [2][3] - **Implementation and Oversight**: The board of directors is responsible for interpreting and revising the management system, which takes effect upon approval [3]

Core Viewpoint - The document outlines the contract management regulations of Suzhou Hailu Heavy Industry Co., Ltd., aiming to standardize contract management, protect the company's legal rights, and ensure compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The company implements unified management and tiered responsibility for contracts, involving the general manager, relevant management departments, and contract handling departments [1]. - A systematic management approach is established, including legal education, contract management institutions, and responsibility systems to ensure orderly contract management [1][3]. Group 2: Contract Signing - Contracts include various types such as sales, supply, borrowing, leasing, and service contracts, among others [2]. - Written contracts are required for significant economic transactions, and contracts must be comprehensive and precise, following established templates [3][4]. Group 3: Approval Procedures and Authority - The contract signing process involves drafting by the handling department, review by the management department, and approval from the finance department for contracts involving payments [14][6]. - Major contracts require legal review and must be signed by the legal representative or authorized agents [14][6]. Group 4: Contract Performance, Changes, and Termination - After a contract is signed, the handling department must ensure timely notification to relevant units for execution and monitor compliance [16][8]. - Changes, transfers, or terminations of contracts must be documented in writing and follow the same approval procedures as the original contract [18][19]. Group 5: Handling Contract Disputes - Disputes arising during contract performance should first be resolved through negotiation; if unsuccessful, formal applications for dispute resolution must be submitted [20][21]. Group 6: Contract Management - The management department oversees the execution of contracts and maintains records, ensuring proper documentation and archiving of all related materials [22][23]. Group 7: Rewards and Penalties - The company rewards individuals who adhere to laws and regulations in contract management and penalizes those who violate procedures or cause economic losses [24][25].

Core Points - The company aims to enhance its governance structure and investor relations to maximize company value and shareholder interests [1][2] - The investor relations management work must comply with relevant laws and regulations, ensuring fair treatment of all investors [2][4] - The company emphasizes transparency and the importance of not disclosing undisclosed significant information during investor relations activities [4][5] Investor Relations Objectives, Principles, and Content - The objectives of investor relations management include fostering good relationships with investors, establishing a stable investor base, and enhancing information disclosure transparency [7][8] - The basic principles include compliance with disclosure regulations, voluntary information disclosure, equal treatment of investors, honesty, and interactive communication [8][9] - Key communication topics include the company's development strategy, legal disclosures, corporate culture, and other relevant information [9] Investor Relations Activities - The company can utilize various platforms for investor relations activities, including its official website, investor interaction platforms, and media [11][12] - The company is required to facilitate visits and communication for small shareholders and institutional investors while ensuring information confidentiality [13][14] - Investor meetings should be organized to allow for transparency and to gather feedback from shareholders, especially regarding cash dividend proposals [19][20] Organization and Implementation of Investor Relations - The investor relations work is led by the chairman, with the board secretary responsible for management, ensuring compliance with regulations [40][41] - The company should regularly train its management and staff on investor relations to enhance their understanding of relevant laws and regulations [42][43] - The company may hire professional investor relations consultants while ensuring no conflicts of interest arise [45][46]

Core Points - The internal audit system of Suzhou Hailu Heavy Industry Co., Ltd. aims to strengthen internal auditing and supervision, ensuring the protection of the company's and shareholders' legal rights [2] - The audit department operates independently under the guidance of the audit committee and is responsible for various auditing tasks [3][4] Group 1: Audit Structure and Responsibilities - The company has established an audit department responsible for internal auditing, which operates under the leadership of the board of directors [3] - The audit department is required to have qualified personnel with necessary professional knowledge [3] - The responsibilities of the audit department include auditing internal control systems, conducting special audits on significant management issues, and assisting external auditors [8][9] Group 2: Audit Procedures and Reporting - The audit department must draft an audit plan for approval by the board's audit committee before conducting audits [10] - Audits must be preceded by a notification to the audited unit, detailing the audit's scope, content, and requirements for cooperation [11] - Audit reports should be completed within ten working days and must include the audit's basis, scope, and evaluation opinions [17][19]

Core Points - The document outlines the insider information management system of Suzhou Hailu Heavy Industry Co., Ltd, aimed at enhancing confidentiality, preventing insider trading, and protecting investors' rights [1][2][3] Group 1: Insider Information Management - The company must maintain accurate and complete records of insider information and ensure timely reporting to the board of directors [1][2] - The board secretary is responsible for managing the registration and reporting of insider information [1][3] - Insider information includes any undisclosed information that could significantly impact the company's operations, finances, or stock prices [7][8] Group 2: Registration of Insider Information - The company must fill out an insider information registration form that includes details such as name, nationality, ID number, relationship with the company, and the date and manner of knowledge [2][3] - All departments and individuals must cooperate in the registration process and are prohibited from leaking insider information without board approval [3][4] - The company must conduct self-inspections of insider trading activities within five trading days after major announcements [9][10] Group 3: Confidentiality and Compliance - Insider information must be disclosed only to a limited number of individuals before public release, and all insiders are required to maintain confidentiality [15][16] - Violations of the insider information management rules can lead to disciplinary actions, including termination and legal consequences [27][30] - The company is responsible for educating insiders about their rights and obligations regarding insider information [31][32]

Core Points - The document outlines the Independent Director Special Meeting Work System for Suzhou Hailu Heavy Industry Co., Ltd, aiming to enhance corporate governance and the role of independent directors [1][2] - Independent directors are defined as those who do not hold other positions within the company and have no direct or indirect interests that could affect their independent judgment [1][2] - The system emphasizes the responsibilities of independent directors to act in the best interests of the company and all shareholders, particularly minority shareholders [2] Summary by Sections - **Responsibilities of Independent Directors**: Independent directors owe a duty of loyalty and diligence to the company and all shareholders, and must fulfill their roles according to laws, regulations, and the company's articles of association [2] - **Special Meetings**: The company is required to hold regular or irregular meetings attended solely by independent directors, which must be convened by a majority of them [2][4] - **Meeting Procedures**: Meetings should be held in person, but can also utilize video or phone conferencing if necessary. Independent directors must attend in person or delegate their voting rights to another independent director [4][5] - **Special Powers**: Independent directors have specific powers, including hiring external consultants for audits or consultations, and proposing the convening of extraordinary shareholder meetings [4][5] - **Decision-Making**: Certain matters must be reviewed and approved by a majority of independent directors in special meetings, including related party transactions and issues that may harm the company or minority shareholders [5][6] - **Documentation and Confidentiality**: Meeting records must be accurately maintained and signed by attending independent directors, and confidentiality regarding meeting discussions is mandatory [5][6] - **Annual Reporting**: Independent directors are required to submit an annual report to the company's annual shareholder meeting, detailing their responsibilities and the outcomes of special meetings [6] - **Regulatory Compliance**: The system is subject to national laws and regulations, and any conflicts with future laws or amendments to the company's articles of association will necessitate revisions [6]