Core Points - The document outlines the independent director system of Shanghai New Times Electric Co., Ltd, aiming to enhance corporate governance and ensure independent directors perform their duties without influence from major shareholders or management [1][2][3] Group 1: Independent Director Qualifications and Independence - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [2][3] - Independent directors are required to have at least five years of relevant work experience in law, accounting, or economics, and must possess good personal integrity without significant credit issues [2][3][4] - The company must have three independent directors, including at least one with accounting expertise, who must meet specific qualifications [3][4] Group 2: Nomination and Election of Independent Directors - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares, and must be free from conflicts of interest [8][9] - The nomination process requires the consent of the candidate and a thorough review of their qualifications by the board's nomination committee [9][10] - The election of independent directors must follow a cumulative voting system if more than one candidate is nominated [10][11] Group 3: Rights and Responsibilities of Independent Directors - Independent directors have a duty to participate in board decisions, supervise potential conflicts of interest, and provide professional advice to enhance decision-making [15][16] - They have the right to independently hire external consultants for audits or consultations and can propose the convening of temporary shareholder meetings [16][17] - Independent directors must submit an annual report detailing their attendance, participation in committees, and communication with minority shareholders [29][30] Group 4: Support and Resources for Independent Directors - The company is required to provide necessary working conditions and support for independent directors to fulfill their responsibilities effectively [31][32] - Independent directors should receive timely information and materials related to board meetings to ensure informed decision-making [33][34] - The company must maintain communication channels to facilitate the independent directors' access to relevant information and resources [34][35]

Core Viewpoint - The document outlines the external guarantee management system of Shanghai New Times Electric Co., Ltd., aiming to standardize external guarantee behavior, mitigate risks, and protect the company's assets and investors' rights [1]. Group 1: General Principles - The external guarantee management system applies to the company and its subsidiaries, including wholly-owned and controlled subsidiaries [1][2]. - External guarantees refer to the company providing guarantees, asset pledges, and other forms of security for other entities or individuals, including guarantees for subsidiaries [1][2]. - The company must manage external guarantees uniformly, requiring board or shareholder approval before providing any guarantees [2][5]. Group 2: Guarantee Management - The company can provide guarantees to entities with independent legal status and strong debt repayment capabilities under specific conditions, such as mutual guarantee needs or significant business relationships [9]. - Guarantees for subsidiaries must be accompanied by equal guarantees or counter-guarantees from other shareholders based on their investment ratios [10]. - The board must analyze the credit status and risks associated with the guarantee before approval, ensuring thorough due diligence on the applicant's financial health and business relationships [12][13]. Group 3: Approval and Disclosure - Guarantees exceeding 10% of the company's latest audited net assets or 50% of total assets require shareholder approval [22]. - The board must ensure that any related party guarantees are reviewed and approved by independent directors before submission to the board [20][25]. - The company must disclose any guarantees provided, especially those exceeding specified thresholds or involving related parties [22][29]. Group 4: Risk Management - The finance department is responsible for daily management of guarantees, including tracking the financial status of guaranteed entities and ensuring compliance with contractual obligations [36][39]. - In case of default or significant changes in the guarantee contract, the finance department must notify the board and initiate recovery procedures [40][41]. - The company may hire external professionals to assess the risks associated with guarantees to inform board decisions [26]. Group 5: Responsibilities and Accountability - Company directors and senior management are held accountable for unauthorized guarantees that harm the company's interests [43]. - The finance department must conduct credit investigations and manage documentation related to guarantees [17]. - Any economic losses resulting from guarantees must be mitigated, and responsible parties may face consequences based on the severity of the situation [45].

Core Viewpoint - The document outlines the management system for the holding and trading of shares by directors and senior management of Shanghai New Times Electric Co., Ltd, emphasizing compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The management system is established to strengthen the oversight of shareholding and trading activities by directors and senior management, in accordance with various laws and regulations [1]. - The system applies to directors, senior management, and other specified individuals or organizations involved in holding and trading the company's shares [1]. Group 2: Trading Behavior Declaration - Directors and senior management must declare their trading activities within specific timeframes, including new appointments and changes in personal information [2][3]. - Accurate and timely reporting of shareholding data to the Shenzhen Stock Exchange and relevant authorities is mandatory, with legal responsibilities for any inaccuracies [3]. Group 3: Transfer Restrictions - There are specific periods during which directors and senior management are prohibited from trading the company's shares, particularly around the announcement of financial reports and significant events [6][7]. - Certain conditions, such as legal investigations or penalties, also restrict the transfer of shares by directors and senior management [6][7]. Group 4: Disclosure Requirements - The company is required to disclose the trading activities of directors and senior management in regular reports, including the number of shares held at the beginning and end of the reporting period, as well as any transactions made [9][10]. - Any planned share reductions must be reported to the Shenzhen Stock Exchange 15 trading days in advance, detailing the number of shares, reasons for reduction, and compliance with regulations [10][11]. Group 5: Penalties - Violations of the trading regulations by directors, senior management, or significant shareholders result in the forfeiture of profits to the company, with potential disciplinary actions for severe infractions [11].

Core Viewpoint - The company, Shanghai New Times Electric Co., Ltd., has announced its expected daily related transactions for the year 2025, estimating a total transaction amount not exceeding RMB 26.2 million, primarily involving sales and purchases with related parties such as Haier Group and its subsidiaries [1][2][10]. Summary by Sections Daily Related Transactions Overview - The company anticipates daily related transactions with Haier Group and its subsidiaries, SIGRINER AUTOMATION, and Shanghai Haokang Automation Technology Co., Ltd. for the year 2025, with a total expected transaction amount of up to RMB 26.2 million [1][2]. - The expected transactions include sales of products and procurement of raw materials and services, with specific amounts allocated to each related party [3][4]. Expected Transaction Categories and Amounts - The expected daily related transactions for 2025 include: - Sales to Haier Group and its subsidiaries: up to RMB 18.2 million - Sales to SIGRINER AUTOMATION: up to RMB 5 million - Sales to Shanghai Haokang: up to RMB 3 million [1][2][9]. Related Parties and Relationships - Haier Group is identified as the actual controller of the company, establishing a related party relationship under the Shenzhen Stock Exchange regulations [5][6]. - SIGRINER AUTOMATION is 50% owned by the company, and Shanghai Haokang is 35% owned, further solidifying the related party status [6][7]. Transaction Pricing Principles - The pricing for transactions with related parties will be based on market fair prices, ensuring compliance with national laws and regulations [8][9]. - The transactions are characterized by principles of voluntariness, equality, mutual benefit, and fairness, with no adverse effects on the company or minority shareholders [10]. Purpose and Impact of Related Transactions - The anticipated related transactions are deemed necessary for normal business operations and align with the company's operational and future development needs [10]. - The transactions are expected to be continuous and regular, with fair pricing that does not harm the interests of the company or its shareholders [10]. Independent Directors' Review Opinion - The independent directors have reviewed and approved the expected related transactions, confirming their normalcy and reasonableness in the context of the company's operations [10].

Group 1 - The candidate, Zhou Wenju, has declared independence and compliance with relevant regulations for the position of independent director at Shanghai New Times Electric Co., Ltd [1][2] - The candidate confirms no conflicts of interest with the company and has passed the qualification review by the nomination committee [1][2] - The candidate has committed to participate in the latest independent director training and obtain the necessary certification [2] Group 2 - The candidate affirms that they do not hold any positions in the company or its subsidiaries, nor do they have direct or indirect shareholdings exceeding 1% [5][6] - The candidate has no significant business dealings with the company or its major shareholders [6][7] - The candidate has not been subject to any disqualifications or penalties by regulatory authorities in the past 36 months [6][7]

Group 1 - The company held its sixth board meeting on June 25, 2025, where it approved a proposal to purchase liability insurance for the company and its directors and senior management [1] - The purpose of the liability insurance is to enhance the company's risk management system and protect the rights of its directors and senior management [1] - The proposal will be submitted to the company's first extraordinary general meeting of shareholders in 2025 for approval, as the directors are considered related parties [1] Group 2 - The board of directors requested authorization from the shareholders' meeting to allow the board to further delegate the management team to handle the purchase of liability insurance, including determining responsible personnel, selecting the insurance company, and signing relevant legal documents [1] - The company plans to manage the renewal or reinsurance of the liability insurance upon expiration of the current contract [1]

Core Viewpoint - The Shanghai New Times Electric Co., Ltd. is revising its shareholder meeting rules to enhance compliance with relevant laws and regulations, ensuring proper governance and shareholder rights [2][4][6]. Summary by Sections Revision of Rules - The name of the rules is changed from "Shareholders' Meeting Rules" to "Shareholders' Meeting Rules of Shanghai New Times Electric Co., Ltd." [2][4]. - The revisions are made in accordance with the Company Law, Securities Law, and other regulatory documents [2][4]. Powers of the Shareholders' Meeting - The shareholders' meeting is the company's authority body, responsible for deciding on operational policies, investment plans, and electing directors and supervisors [4][6]. - Key decisions include approving financial reports, profit distribution plans, and significant asset transactions exceeding 30% of the company's total audited assets [4][6][8]. Proposal and Notification Procedures - The company must notify shareholders of the meeting at least 20 days in advance for annual meetings and 15 days for temporary meetings [13][21]. - Shareholders holding more than 1% of shares can propose agenda items, which must be included in the meeting notice [21][22]. Voting and Decision-Making - Voting can be conducted through cumulative voting for the election of directors, allowing shareholders to allocate their votes among multiple candidates [21][22]. - Ordinary resolutions require a simple majority, while special resolutions need a two-thirds majority of the votes cast [19][38]. Disclosure and Transparency - The company must disclose detailed information about candidates for directors and supervisors, including their backgrounds and any potential conflicts of interest [22][23]. - All proposals must be fully disclosed in the meeting notice to allow shareholders to make informed decisions [22][23]. Meeting Conduct - The chairman of the board presides over the meeting, and if unavailable, a vice chairman or a designated director will take over [32][33]. - The meeting must be recorded, documenting all proceedings and decisions made [50].

上海新时达电气股份有限公司 股东会规则 第一章 总则 第一条 为规范上海新时达电气股份有限公司（以下简称"公司"）行为，保 证股东会依法行使职权，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》")、《上市公司股东会规则》 等法律法规、规范性文件，以及《上海新时达电气股份有限公司章程》（以下简 称"《公司章程》"）的有关规定，制定本规则。 第二条 公司股东会的召集、提案、通知、召开等事项适用本规则。 第三条 公司应当严格按照法律、行政法规及《公司章程》的相关规定召开 股东会，保证股东能够依法行使权利。 公司董事会应当切实履行职责，认真、按时组织股东会。公司全体董事应当 勤勉尽责，确保股东会正常召开和依法行使职权。 第四条 股东会应当在《公司法》和《公司章程》规定的范围内行使职权。 第五条 股东会分为年度股东会和临时股东会。年度股东会每年召开一次， 应当于上一会计年度结束后的 6 个月内举行。临时股东会不定期召开，出现《公 司法》第一百一十三条规定的应当召开临时股东会的情形时，临时股东会应当在 公司在上述期限内不能召开股东会的，应当报告公司所在地中国证券监 ...

Group 1 - The core point of the news is that Haier Group has successfully completed a strategic stake acquisition in Xinshi Da Electric Co., Ltd., becoming the controlling shareholder with 29.24% of voting rights [1] - The share transfer was confirmed by the Shenzhen Stock Exchange and the registration of the share transfer was completed on June 24, 2025 [1] - Following the acquisition, Haier Group's Qingdao Haier Kaos Industrial Intelligent Co., Ltd. will further promote the subscription of new shares issued by Xinshi Da to specific investors [1] Group 2 - Xinshi Da has a 30-year history and is a leader in the domestic industrial automation field, with expertise in control technology and robotics [2] - The strategic investment by Haier Group is seen as a significant move for building the Haier Kaos industrial internet ecosystem, which is crucial for Haier's digital economy strategy [2] - The collaboration between Xinshi Da and Haier Group is expected to enhance the synergy across the supply chain, facilitating a transition from mechanical execution to autonomous evolution in product development [2] Group 3 - The rapid iteration of robotics and automation technology is being driven by AI, with China's diverse industrial ecosystem providing ample application scenarios for technological advancements [3] - The future collaboration between Haier Group and Xinshi Da is anticipated to create significant ecological value and synergy, warranting ongoing market attention [3]

证券代码：002527 证券简称：新时达 公告编号：临2025-051 上海新时达电气股份有限公司 关于股东协议转让股份完成过户暨公司控股股东、实际控制人 发生变更的公告 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。 一、本次交易情况概述 2025 年 2 月 14 日，上海新时达电气股份有限公司（以下简称"公司"或 "上市公司"）实际控制人纪德法、刘丽萍、纪翌与青岛海尔卡奥斯工业智能有 限公司（以下简称"海尔卡奥斯工业智能"）签署《关于上海新时达电气股份有 限公司之股份转让协议》《关于上海新时达电气股份有限公司之表决权委托协议》 《关于上海新时达电气股份有限公司之一致行动协议》，纪德法、刘丽萍、纪翌 拟通过协议转让的方式将其持有的上市公司 66,306,129 股股份转让给海尔卡奥 斯工业智能（以下简称"本次协议转让"），并将其持有的剩余上市公司 127,583,569 股股份对应的表决权在委托期限内自愿、无条件且不可撤销地全权 委托予海尔卡奥斯工业智能行使，委托期限为自本次协议转让股份交割日起至上 市公司向海尔卡奥斯工业智能发行股票在中国证券登记结算有限 ...