Core Viewpoint - The external guarantee management measures of Suzhou Hailu Heavy Industry Co., Ltd. aim to standardize external guarantee behavior, ensuring the protection of investors' legal rights and the safety of company assets [2] Group 1: Definition and Scope - External guarantees refer to the company providing guarantees, asset pledges, and other forms of security for third parties using its own assets or credit [2] - The measures apply to the company and its controlling subsidiaries, with controlling subsidiaries required to follow the same regulations [2] Group 2: Principles and Risk Control - The company must adhere to principles of legality, prudence, mutual benefit, and safety while strictly controlling guarantee risks [3] - External guarantees must require the counterparty to provide a counter-guarantee, ensuring the counterparty has the actual ability to bear the responsibility [3] Group 3: Approval Process - External guarantee matters must be approved by the board of directors or the shareholders' meeting, requiring a majority of directors and two-thirds of independent directors' consent [4] - The approval process includes a written application and due diligence report submitted by the functional department, which must be reviewed by the general manager before being presented to the board [4][5] Group 4: Disclosure Obligations - The company must disclose the total amount of external guarantees and any significant changes in the guarantee status in a timely manner [15][16] - If the guaranteed party fails to fulfill repayment obligations or faces bankruptcy, the company must disclose this information promptly [16] Group 5: Responsibilities and Penalties - The board of directors is responsible for monitoring guarantee activities and must take corrective actions in case of violations [12] - Individuals who fail to perform their duties in managing guarantees may face disciplinary actions, including warnings or dismissal [12][29]

Core Points - The company establishes a decision-making system for related party transactions to ensure fairness and legality in its dealings with related parties [2][3] - The internal control of related party transactions must adhere to principles of honesty, equality, voluntariness, fairness, openness, and impartiality [2][3] - The company must ensure that related party transactions do not harm the interests of the company and its shareholders, especially minority shareholders [3][4] Summary by Sections General Principles - The company formulates this system based on relevant laws and regulations, including the Company Law and the Listing Rules of the Shenzhen Stock Exchange [2] - Related party transactions must be priced fairly, with compliance in the review process and information disclosure [2][3] Identification of Related Parties and Transactions - Related parties include both legal entities and natural persons with specific relationships to the company [3][4] - The company must maintain a list of related parties and their relationships, updated regularly [4][5] Decision-Making Authority for Related Transactions - Shareholder meetings must review transactions exceeding 5% of net assets, while the board of directors reviews transactions over 300,000 yuan with related entities [6][7] - The general manager can approve transactions below 30,000 yuan or those that do not exceed specified thresholds [7][8] Financial Assistance and Guarantees - The company is prohibited from providing financial assistance to related parties unless specific conditions are met [7][8] - Guarantees for related parties require approval from non-related directors and must be disclosed to shareholders [8][9] Review and Disclosure of Related Transactions - The board of directors must conduct a thorough review of related transactions, considering necessity, reasonableness, and pricing [20][21] - Detailed disclosure of related transactions is required, including transaction amounts and pricing policies [36][37] Daily Related Transactions - Daily transactions must be estimated and disclosed, with specific procedures for significant changes or renewals [30][31] - The company must report on the execution of daily related transactions in its annual and semi-annual reports [31][32] Financial Services Agreements - Financial services agreements with related financial companies must be reviewed and disclosed, ensuring compliance with regulatory standards [23][24] - The company must conduct risk assessments and disclose any potential risks associated with these agreements [24][25] Joint Investments and Asset Transactions - Joint investments with related parties must be calculated based on the investment amounts and disclosed accordingly [29][30] - Asset purchases from related parties require shareholder approval if the transaction price exceeds certain thresholds [54][55] Compliance and Enforcement - The decision-making system is binding on the company, its board, and management, ensuring adherence to laws and regulations [62][63] - The system takes effect upon approval by the shareholder meeting, with the board responsible for its interpretation [65][66]

Core Points - The independent director system aims to enhance the corporate governance structure of Suzhou Hailu Heavy Industry Co., Ltd. and strengthen the supervision of the board and management to protect the rights of minority shareholders [2][3] - Independent directors are defined as those who do not hold any other positions in the company and have no direct or indirect interests that could affect their independent judgment [2][3] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their responsibilities in accordance with laws, regulations, and the company's articles of association [3][4] Summary by Sections - **Independence Requirements**: Independent directors must maintain independence and not be influenced by major shareholders or related parties [3][4] - **Work Commitment**: Independent directors are required to work at least 15 days per year on-site and must attend board meetings to understand the company's operations [4][5] - **Composition of the Board**: The number of independent directors must be at least one-third of the total board members, including at least one accounting professional [4][5] - **Qualifications**: Independent directors must meet specific qualifications, including legal and financial knowledge, and have at least five years of relevant work experience [5][6] - **Nomination and Election**: Independent directors can be nominated by the board, audit committee, or shareholders holding more than 1% of the company's shares [7][8] - **Term Limits**: Independent directors serve the same term as other board members, with a maximum of six consecutive years [8][9] - **Duties and Powers**: Independent directors have special rights, including hiring external consultants and proposing meetings, to ensure they can fulfill their roles effectively [11][12] - **Committees**: The board has several committees, including audit, nomination, and compensation committees, with independent directors holding a majority in these committees [12][13] - **Reporting**: Independent directors must submit annual reports detailing their attendance and participation in board activities [18][20] - **Support and Compensation**: The company must provide necessary support for independent directors to perform their duties and may offer compensation, which must be disclosed [20][21] - **Amendments to the System**: The independent director system can be amended by the shareholders' meeting in accordance with changes in laws or company articles [22][23]

Core Points - The document outlines the external investment management system of Suzhou Hailu Heavy Industry Co., Ltd, aiming to strengthen management, standardize investment behavior, and mitigate risks [1][2]. Group 1: Principles of External Investment - External investments must comply with national laws, regulations, and the company's articles of association [3]. - Investments should enhance the company's economic benefits and facilitate effective resource allocation [3]. Group 2: Approval Process - The Securities Investment Department is responsible for preparing feasibility reports for external investments, which require preliminary review by the general manager and evaluation by the Board's Strategic Committee before submission for approval [2][3]. - Specific thresholds for board approval include transactions involving assets totaling over 10% of the company's latest audited total assets or net assets, or transactions with significant impacts on revenue or profit [4][5]. Group 3: Responsibilities and Daily Management - The Securities Investment Department manages long-term equity investments and is tasked with collecting financial reports from invested entities and conducting financial analyses [10][18]. - The company must appoint representatives to oversee investments, ensuring they report on the operational status of invested entities [21][22]. Group 4: Information Disclosure - The company is obligated to fulfill information disclosure requirements in accordance with relevant regulations and internal policies [29][14]. Group 5: Accountability - Violations of the investment management system may result in disciplinary actions against responsible individuals, including warnings or termination [30][31].

Core Points - The internal control system of Suzhou Hailu Heavy Industry Co., Ltd. aims to promote standardized operations, effectively prevent and resolve operational risks, and ensure healthy and stable development of the company [1][2] - The overall goal of internal control is to establish a scientifically-based decision-making process, standardized operations, efficient management, and sustainable development [2][3] - The internal control mechanism includes organizational structure and operational constraints, while the internal control system encompasses various operational procedures, management methods, and control measures [1][2] Internal Control Objectives and Principles - The internal control objectives include compliance with laws and regulations, establishment of an effective risk control system, and improvement of management efficiency and effectiveness [2][3] - Principles guiding the internal control mechanism include comprehensiveness, independence, mutual checks and balances, and cost-effectiveness [2][3] - The internal control system should adhere to principles of comprehensiveness, prudence, effectiveness, and timeliness [3] Basic Requirements of Internal Control - The company must establish a clear and effective internal control mechanism tailored to its operational characteristics [6] - A three-line monitoring system should be implemented, including dual responsibility at frontline positions, mutual supervision among departments, and comprehensive oversight by the internal audit department [6][7] Main Content of Internal Control - Key components of internal control include environmental control, business control, monetary fund management control, accounting system control, electronic information system control, and internal audit control [12][26] - Environmental control involves governance structure, management philosophy, employee quality, and authorization control [14][15] - Business control encompasses sales, procurement, production, human resources, inventory, fixed assets, financing, and investment management [10][17] Specific Control Measures - Sales and procurement processes require clear division of responsibilities and approval systems to prevent errors and fraud [18][19] - Production control focuses on planning, progress, quality, and cost management, ensuring efficient operations [15][16] - Human resource management includes separation of duties, planning, and performance evaluation to maintain integrity and competence [21][22] Financial and Investment Control - Financial management emphasizes separation of incompatible duties, strict adherence to approval processes, and regular cash audits [26][27] - Investment management requires clear division of responsibilities, detailed investment plans, and protection of investment assets [25][24] Internal Audit Control - The internal audit department operates independently, ensuring compliance with internal control systems and reporting directly to the board of directors [30][31] - Regular audits are conducted to evaluate the effectiveness of internal controls and ensure proper execution of company policies [30][31]

Core Points - The implementation details of the cumulative voting system aim to enhance the corporate governance structure of Suzhou Hailu Heavy Industry Co., Ltd and ensure shareholders can fully exercise their rights [1][2] - The cumulative voting system allows shareholders to allocate their voting rights either to a single candidate or distribute them among multiple candidates during the election of directors [1][2] - Independent and non-independent directors will be elected separately using the cumulative voting system, ensuring compliance with regulations [2][3] Summary by Sections - The cumulative voting system is defined as the total voting rights of shareholders being equal to their total shares multiplied by the number of directors to be elected [1] - The voting rights for independent directors can only be cast for independent director candidates, while non-independent directors' voting rights are restricted to non-independent candidates [2] - In cases where the total votes for candidates are equal, a second round of voting will be conducted to determine the elected directors [3][4] - The voting process must ensure that each elected director receives more than half of the total shares held by attending shareholders [3] - The implementation details will take effect upon approval by the shareholders' meeting and will be interpreted and revised by the company's board of directors [4]

Core Points - The document outlines the behavior norms for the controlling shareholders and actual controllers of Suzhou Hailu Heavy Industry Co., Ltd, aiming to protect the rights of the company and minority shareholders [1][2][3] Group 1: General Principles - Controlling shareholders and actual controllers must act honestly and in accordance with laws and regulations, ensuring the company's and all shareholders' interests are maintained [3][4] - They are required to uphold the company's independence and not exploit their control for illegal benefits or misuse company resources [3][4] Group 2: Rights and Obligations - Controlling shareholders and actual controllers must exercise their rights and fulfill obligations without concealing their identities or evading responsibilities [2][3] - They must ensure that any agreements regarding control arrangements are clearly defined and communicated [2][3] Group 3: Information Disclosure - There is a strict obligation for controlling shareholders and actual controllers to disclose information accurately, completely, and timely, avoiding any misleading statements or omissions [4][5] - They must establish a management system for information disclosure, ensuring that all significant information is communicated to the company [18][19] Group 4: Financial Independence - Controlling shareholders and actual controllers must maintain the financial independence of the company, avoiding any non-operational occupation of company funds [6][7] - They are prohibited from using company accounts for personal or related party transactions [6][7] Group 5: Business Independence - The document emphasizes the need for maintaining the company's operational independence, preventing any conflicts of interest or competition with the company [8][9] - Controlling shareholders and actual controllers must support the company in establishing independent operational models [8][9] Group 6: Share Trading Regulations - There are specific regulations governing the buying and selling of company shares by controlling shareholders and actual controllers, including the requirement to report and disclose plans for share reductions [11][12] - They must not engage in share trading based on undisclosed significant information [13][14] Group 7: Compliance and Accountability - Controlling shareholders and actual controllers are accountable for their commitments and must ensure that any promises made are clear, actionable, and fulfilled [5][6] - They must notify the company of any significant changes in their shareholding or control status [16][17]

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