Core Points - The company announced the remuneration and allowance plan for the ninth board of directors and senior management [1][2] - The plan was proposed by the remuneration and assessment committee and submitted to the shareholders' meeting for approval [1] Group 1: Applicable Objects and Duration - The plan applies to the directors and senior management of the ninth board of directors [1] Group 2: Remuneration and Allowance Standards - Non-independent directors will receive remuneration based on their contracts and positions, with no director allowance provided if they do not hold management positions [1] - Independent directors will receive an allowance of 96,000 yuan per year (pre-tax), paid monthly [2] - Senior management will receive remuneration according to their contracts and the company's remuneration management system [2] Group 3: Other Matters - Actual remuneration and allowances will be calculated based on the actual term of service [2] - The remuneration and assessment committee of the board will be responsible for evaluating and supervising the implementation of this plan [2]

Core Viewpoint - The independent director candidate, Qian Xu, has declared his commitment to the role and confirmed his independence from Zhejiang Rifa Precision Machinery Co., Ltd. [1] Group 1: Candidate Qualifications - The candidate has undergone qualification review by the company's nomination committee and has no conflicting interests with the company [1] - The candidate meets the requirements set forth by the Company Law of the People's Republic of China regarding eligibility to serve as a director [2] - The candidate complies with the independent director management measures established by the China Securities Regulatory Commission and the rules of the Shenzhen Stock Exchange [2][3] Group 2: Training and Experience - The candidate has participated in training and obtained relevant certification recognized by the stock exchange [2] - The candidate possesses over five years of relevant work experience in law, economics, management, accounting, or finance necessary for fulfilling the duties of an independent director [5] Group 3: Independence Assurance - The candidate and their immediate family do not hold positions in the company or its subsidiaries [5] - The candidate does not hold more than 1% of the company's issued shares, nor are they among the top ten shareholders [5][6] - The candidate has no significant business dealings with the company or its major shareholders [6][7] Group 4: Compliance and Responsibilities - The candidate is not subject to any disqualifications imposed by the China Securities Regulatory Commission or the stock exchange [7][8] - The candidate has committed to adhering to the responsibilities of an independent director and will report any disqualifying circumstances to the board [9][10]

Core Points - The document outlines the independent director system of Zhejiang Rifa Precision Machinery Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders and creditors [2][3][4] Group 1: General Principles - The independent director is defined as a board member who does not hold any other position in the company and has no direct or indirect interests that could affect their independent judgment [2][3] - Independent directors have a duty of integrity and diligence towards the company and all shareholders, and they are required to perform their roles in accordance with relevant laws and regulations [2][3][4] Group 2: Appointment and Qualifications - Independent directors must meet specific qualifications, including relevant work experience and independence from major shareholders and their relatives [5][6] - The board must include at least one-third independent directors, and they can serve as independent directors in a maximum of three listed companies [3][6] Group 3: Responsibilities and Powers - Independent directors are required to attend board meetings, understand the company's operations, and actively investigate necessary information for decision-making [7][8] - They have special powers, including the ability to report to the stock exchange if they identify issues affecting the company's operations [8][9] Group 4: Support and Compensation - The company must provide necessary working conditions for independent directors and ensure they have equal access to information as other board members [9][10] - Independent directors are entitled to appropriate compensation, which must be disclosed in the company's annual report [10][11] Group 5: Meeting Procedures - The company must hold at least one independent director meeting annually, and these meetings can be convened by a majority of independent directors [10][11] - Decisions made in these meetings require a majority agreement from the independent directors present [12][13]

Core Viewpoint - The document outlines the information disclosure management system of Zhejiang Rifa Precision Machinery Co., Ltd, emphasizing the importance of timely, accurate, and fair disclosure of information that may significantly impact the company's stock price and shareholder interests [1][2]. Group 1: General Principles - The company aims to standardize its information disclosure practices to enhance management and improve the quality of disclosures, ensuring compliance with relevant laws and regulations [1][2]. - Information disclosure obligations extend to the company, its directors, senior management, shareholders, and other relevant parties involved in significant transactions or events [2][3]. Group 2: Disclosure Principles - Information must be disclosed in a timely, fair, and accurate manner, ensuring that all shareholders have equal access to information without misleading statements or omissions [2][3]. - The company is required to proactively disclose any information that could materially affect shareholder decisions, ensuring transparency and fairness [2][3]. Group 3: Disclosure Procedures - All announcements must be submitted to the Shenzhen Stock Exchange and published in designated media outlets, ensuring that the content is clear and devoid of promotional language [3][4]. - The company may voluntarily disclose information relevant to investors, provided it does not conflict with legally required disclosures and maintains consistency [3][4]. Group 4: Reporting Requirements - The company must prepare and disclose periodic reports, including annual, semi-annual, and quarterly reports, within specified timeframes, ensuring that all significant information is included [9][10]. - Any significant events that could impact stock trading must be disclosed immediately, detailing the event's cause, current status, and potential effects [11][12]. Group 5: Management of Disclosure - The board of directors is responsible for overseeing the information disclosure process, with the chairman serving as the primary responsible person [15][16]. - The company must maintain a record of all disclosure-related documents for a minimum of ten years, ensuring compliance and accountability [25][26]. Group 6: Confidentiality and Exceptions - The company may defer or exempt disclosures under specific conditions, such as when information is classified as a state secret or could harm the company's interests [27][28]. - All personnel with access to undisclosed information are required to maintain confidentiality and are prohibited from insider trading [30][31].

General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior according to relevant laws and regulations [1] - The company was established as a joint-stock company by changing Zhejiang Xinchang Rifa Precision Machinery Co., Ltd. and is registered with the Zhejiang Provincial Market Supervision Administration [1] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 16 million shares on December 10, 2010, and is listed on the Shenzhen Stock Exchange [1][2] - The registered capital of the company is RMB 750,245,171 [1] Business Objectives and Scope - The company's business objective is to develop high-quality and efficient new products through technological innovation, focusing on the development of CNC machine tools and the realization of digital factory manufacturing [3] - The company is engaged in the research, production, and sales of CNC machine tools and mechanical products, as well as aerospace components and related equipment [4] Shares - The company's shares are issued in the form of stocks, with all shares having equal rights [5] - The total number of shares issued by the company is 750,245,171, all of which are ordinary shares [5] - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [6] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including voting on significant company matters [11][12] - Shareholders are required to comply with laws and regulations and are liable for their subscribed shares [14] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the previous fiscal year [44] - Shareholder meetings are the company's decision-making body, with specific powers including electing directors and approving financial reports [42][43] Voting and Resolutions - Resolutions at shareholder meetings can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [76][78] - The company must disclose voting results, especially for matters affecting minority investors [79]

General Provisions - The company establishes a Board Nomination Committee to regulate the selection of leadership personnel and optimize the board composition, based on relevant laws and regulations [1][2] - The committee is responsible for proposing candidates for directors and senior management, as well as establishing selection criteria and procedures [1][2] Composition of the Committee - The Nomination Committee consists of three directors, including two independent directors [1][2] - The chairman of the committee is an independent director, responsible for leading the committee's work [1][2] Responsibilities and Authority - The committee is tasked with drafting selection criteria for directors and senior management, reviewing candidates' qualifications, and making recommendations to the board [2] - If the board does not fully adopt the committee's recommendations, it must document the committee's opinions and the reasons for non-adoption [2] Decision-Making Procedures - The committee must research the selection conditions and procedures for directors and managers, and submit resolutions to the board for approval [2] - The selection process includes communication with relevant departments, searching for candidates, collecting their qualifications, and obtaining their consent [2] Meeting Rules - The committee must hold at least one meeting annually, with proper notice given to all members [4] - A quorum requires the presence of at least two-thirds of the members, and decisions must be approved by a majority [4] - Meetings can include external experts for professional advice, with costs covered by the company [4] Supplementary Provisions - The rules take effect upon approval by the board and are subject to relevant laws and regulations [5] - The board holds the interpretation rights of these rules [5]

浙江日发精密机械股份有限公司 董事会战略委员会工作细则 第一章 总 则 第一条 为适应浙江日发精密机械股份有限公司（以下简称"公司"）的战略发展 需要，增强公司核心竞争力，确定公司发展规划，健全投资决策程序，加强决策科学性， 提高重大投资决策的效益和决策的质量，完善公司治理结构，根据《中华人民共和国公 司法》、《上市公司治理准则》、《浙江日发精密机械股份有限公司章程》（以下简称"《公 司章程》"）及其他有关规定，公司特设立董事会战略委员会，并制定本实施细则。 （二）对《公司章程》规定须经董事会批准的重大投资融资方案进行研究并提出建 议； （三）对《公司章程》规定须经董事会批准的重大资本运作、资产经营项目进行研 第三条 战略委员会成员由 3 名董事组成。 第四条 战略委员会委员由董事长、二分之一以上独立董事或者全体董事的三分 之一提名，并由董事会选举产生。 第五条 战略委员会设主任委员一名，由非独立董事委员担任，负责主持委员会工 作。 第六条 战略委员会委员任期与同届董事会任期一致，委员任期届满，连选可以连 任。期间如有委员不再担任公司董事职务，自动失去委员资格，并由委员会根据上述第 三至第五条规定补足委员人数 ...

浙江日发精密机械股份有限公司 董事会薪酬与考核委员会工作细则 第一章 总则 第二条 薪酬与考核委员会是董事会按照股东会决议设立的专门工作机构， 主要负责制定公司董事及高级管理人员的考核标准并进行考核；负责制定、审查 公司董事及高级管理人员的薪酬政策与方案，对董事会负责。 第三条 本细则所称董事是指在本公司支取薪酬的正（副）董事长、董事， 但不包括独立董事；高级管理人员是指董事会聘任的总经理（总裁）、副总经理 （副总裁）、董事会秘书及公司章程规定的其他高级管理人员。 第二章 人员组成 第四条 薪酬与考核委员会成员由 3 名董事组成，独立董事 2 名。 第五条 薪酬与考核委员会委员由董事长、二分之一以上独立董事或者全 体董事的三分之一提名，并由董事会选举产生。 第六条 薪酬与考核委员会设主任委员（召集人）一名，由独立董事委员担 任，负责主持委员会工作；主任委员在委员内选举，并报请董事会批准产生。 第七条 薪酬与考核委员会委员任期与董事会任期一致，委员任期届满，连 选可以连任。期间如有委员不再担任公司董事职务，自动失去委员资格，并由委 员会根据上述第四至第六条规定补足委员人数。 第八条 薪酬与考核委员会下设工作组， ...

浙江日发精密机械股份有限公司章程 浙江日发精密机械股份有限公司章程 第一条 为维护公司、股东、职工和债权人的合法权益，规范公司的组织和 行为，充分发挥公司党建作用，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》"）、《中国共产党章程》（以 下简称"《党章》"）和其他有关规定，制订本章程。 第二条 公司系依照《公司法》和其他有关规定由浙江新昌日发精密机械有 限公司变更设立的股份有限公司（以下简称"公司"）。 公司在浙江省市场监督管理局注册登记，取得营业执照，统一社会信用代码为： 91330000726586776L。 第三条 公司于 2010 年 11 月 12 日经中国证券监督管理委员会批准，首次 向社会公众发行人民币普通股 1,600 万股，于 2010 年 12 月 10 日在深圳证券交易 所上市。 第四条 公司注册名称：浙江日发精密机械股份有限公司 英文名称：ZheJiang RIFA Precision Machinery Co.,Ltd. 第五条 公司住所：浙江省新昌县七星街道日发数字科技园 第六条 公司注册资本为人民币 750,245,17 ...

浙江日发精密机械股份有限公司 董事会议事规则 第一章 总 则 第一条 为规范浙江日发精密机械股份有限公司（以下简称公司）董事会的 工作秩序和行为方式，依据《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》）、《深圳证券交易所股票上市规 则》（以下简称《上市规则》）等法律法规、部门规章、规范性文件以及《公司章 程》的有关规定，特制订本议事规则。 第二条 公司董事会是公司的经营决策机构，执行股东会决议，对股东会负 责。 第三条 公司董事会由七位董事组成，其中独立董事三人。董事会设董事长 一人；董事会成员由股东会选举产生，董事长由董事会选举产生，董事长为公司 的法定代表人。 公司董事会设立审计委员会，行使《公司法》规定的监事会的职权，并根据 需要设立战略、提名、薪酬与考核等相关专门委员会。专门委员会对董事会负责， 依照公司章程和董事会授权履行职责，提案应当提交董事会审议决定。专门委员 会成员全部由董事组成，其中审计委员会、提名委员会、薪酬与考核委员会中独 立董事过半数并担任召集人，审计委员会的召集人为会计专业人士。董事会负责 制定专门委员会工作规程，规范专门委员会的运作。 ...