一种基于继电保护定值 证券代码：003008 证券简称：开普检测 公告编 号：2025-037 许昌开普检测研究院股份有限公司 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。 一、获得专利证书基本情况 许昌开普检测研究院股份有限公司（以下简称"公司"）于近日取得国家知 识产权局颁发的 1 项发明专利证书，具体情况如下： 专利 授权 序号 专利名称 专利号 证书 号 专利权人 申请日 公告日 二、对公司的影响 上述专利权的取得不会对公司生产经营产生重大影响，但有利于公司进一步 完善知识产权保护体系，发挥自主知识产权优势，并对公司的技术创新、产品创 新、市场及品牌影响力提升等方面产生积极的影响，提升公司的核心竞争力。 特此公告。 许昌开普检测研究院股份有限公司 测研究 许昌开普检 院股份有限 公司 成实现方法 上述发明专利的专利权期限为二十年，自申请日起算。 "一种基于继电保护定值类型的测试用例自动生成实现方法"发明专利成果 通过识别继电保护定值类型，确定测试用例中的必要参数实现测试用例的自动生 成。专利成果用于在继电保护产品的设计研发、型式检验、入网投运及定检维 ...

General Principles - The rules aim to improve the governance structure of Xuchang Kaipu Testing Research Institute Co., Ltd. and ensure the board of directors operates independently and effectively [1][2] - The board of directors is a permanent decision-making body responsible to the shareholders' meeting and must act within the authority granted by laws, regulations, and the company's articles of association [1][2] Meeting Convening and Notification - The board meetings can be proposed by shareholders holding more than 10% of voting rights, one-third of the directors, or the finance and audit committee [2] - Regular board meetings must be held at least twice a year, with notifications sent 10 days in advance for regular meetings and 3 days for temporary meetings [2][3] Meeting Procedures - A board meeting requires the presence of more than half of the directors to be valid [4] - Independent directors must attend personally and cannot delegate their voting rights unless they have reviewed the materials beforehand [4][5] Voting and Resolutions - Each director has one vote, and resolutions require a majority of the attending directors to pass [8][22] - In cases of conflicts of interest, relevant directors must abstain from voting, and decisions must be made by a majority of non-related directors [22][23] Meeting Records and Announcements - The board secretary is responsible for preparing and maintaining meeting documents, ensuring records are accurate and complete [27][29] - Resolutions must be reported to the Shenzhen Stock Exchange promptly after the meeting, including details of the voting results and any related transactions [32][34] Amendments and Effectiveness - The rules can be amended based on actual circumstances and must be approved by the shareholders' meeting [38][39] - The rules take effect upon approval by the shareholders' meeting [39]

Core Points - The company is established as a joint-stock company under the laws of the People's Republic of China, specifically the Company Law and Securities Law [1][2] - The registered capital of the company is RMB 104 million [2] - The company was approved for its initial public offering of 20 million shares on August 20, 2020, and listed on the Shenzhen Stock Exchange on September 23, 2020 [1][3] Company Structure - The company is named Xuchang KETOP Testing Research Institute Co., Ltd. and is located at 17 Shangde Road, Xuchang City, with a postal code of 461000 [2] - The company is a permanent joint-stock company, and its chairman serves as the legal representative [2][3] - The legal representative's civil activities conducted on behalf of the company will have legal consequences for the company [2] Business Objectives and Scope - The company's mission is to be a guardian of power grid safety, a creator of customer value, a facilitator of employee happiness, and a practitioner of social responsibility [3][4] - The business scope includes inspection and testing services, certification services, and power supply business, among others [4] Share Issuance and Capital Management - The company issues shares in the form of stocks, with each share having a par value of RMB 1 [5][6] - The total number of shares issued at the establishment of the company was 60 million, with a total of 10.4 million shares currently issued [5][6] - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [6][7] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including voting on significant company matters [10][11] - Shareholders holding more than 5% of voting shares must comply with specific regulations to protect the interests of the company and other shareholders [15][16] - The company must maintain a shareholder register to document ownership and rights [10][11] Governance and Meetings - The company holds annual and extraordinary shareholder meetings, with specific procedures for calling and conducting these meetings [19][20] - Decisions made at shareholder meetings require a majority or supermajority vote, depending on the nature of the resolution [78][80] - The company must ensure transparency and proper documentation of meeting proceedings, including voting results and shareholder inquiries [75][76]

General Principles - The purpose of the management measures for related party transactions is to standardize related party transactions of the company, protect the legitimate rights and interests of investors, especially minority shareholders, and ensure that contracts signed with related parties adhere to principles of fairness, justice, and openness [1][2] - Related transactions must comply with relevant laws, regulations, and the company's articles of association, and should not harm the rights of shareholders, particularly minority shareholders [2][3] Related Transactions - Related transactions refer to the transfer of resources or obligations between the company and its controlling companies with related parties, including but not limited to asset purchases or sales, external investments, financial assistance, guarantees, and management of assets and businesses [3][6] - Transactions must have commercial substance, fair pricing, and should not deviate from market prices or standards [3][6] Related Parties - Related parties include both legal entities and natural persons that have a special relationship with the company, such as those who control the company or hold more than 5% of its shares [7][8] - The company must maintain a list of related parties and their relationships, which should be reported to the board of directors [8] Procedures and Disclosure - Related party transactions require the avoidance of voting by related directors and shareholders during board and shareholder meetings [12][13] - The company must disclose related transactions in accordance with the regulations set forth, including obtaining independent financial advice when necessary [13][17] Approval and Limits - Transactions with amounts exceeding specified thresholds must be approved by independent directors and disclosed to shareholders [12][18] - The company can set limits for certain transactions, such as those below 300,000 RMB for legal entities or 30,000 RMB for natural persons, which can be approved by management [16][18] Daily Transactions - Daily related transactions must be disclosed and approved based on estimated annual amounts, with specific procedures for significant changes or renewals [14][15] - The company must report the actual execution of daily related transactions in its annual and semi-annual reports [14][15]

Core Points - The document outlines the independent director system of Xuchang Kaipu Testing Research Institute Co., Ltd, aiming to enhance corporate governance and regulate the behavior of independent directors [1][2][3] - Independent directors are required to act independently and are not influenced by the company or its major shareholders [2][3] - The board must include at least one-third independent directors, with at least one being a qualified accounting professional [2][3][4] Group 1 - Independent directors must fulfill their duties with loyalty and diligence, protecting the overall interests of the company and the legal rights of minority shareholders [1][2] - The document specifies the qualifications and independence requirements for independent directors, including relevant work experience and absence of significant conflicts of interest [6][7][8] - Independent directors are limited to serving on a maximum of three domestic listed companies to ensure they can dedicate sufficient time and effort to their responsibilities [2][4] Group 2 - The nomination and election process for independent directors is detailed, requiring proposals from shareholders and the company board, with a focus on transparency and independence [6][7][8] - Independent directors are expected to participate actively in board decisions, provide objective advice, and monitor potential conflicts of interest [19][20] - The document mandates regular evaluations of independent directors' independence and requires them to report any issues affecting their ability to perform their duties [5][12][13] Group 3 - Independent directors must maintain communication with minority shareholders and report any significant issues to regulatory authorities if necessary [32][39] - The company is responsible for providing necessary support and resources to independent directors to facilitate their duties [35][36] - Independent directors are entitled to compensation and reimbursement for expenses incurred while performing their roles [40][41]

许昌开普检测研究院股份有限公司 股东会议事规则 （2025 年 8 月修订） 第一章 总则 第一条 为完善许昌开普检测研究院股份有限公司（以下简称"公司"）公 司治理结构，保障股东依法行使股东权利，确保股东会高效、平稳、有序、规范 运作，公司根据《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》）、 《上市公司治理准则》、 《上市公司股东会规 则》 、《上市公司章程指引》、 《深圳证券交易所股票上市规则》等有关法律、法规、 规章、规范性文件和《许昌开普检测研究院股份有限公司章程》（以下简称《公 司章程》 ）的有关规定，结合本公司实际情况，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 股东会是公司权力机构，公司应当严格按照法律、行政法规、 《上 市公司股东会规则》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。 （一）董事人数不足《公司法》规定人数或者《公司章程》所定人数（5 人） 的 2/3 时（ ...

General Principles - The purpose of the external guarantee management system is to protect investors' interests, regulate the company's guarantee behavior, control asset operation risks, and promote stable development [1] - The total amount of external guarantees includes guarantees provided by the company to its subsidiaries and those provided by subsidiaries to third parties [1][2] - External guarantees must be uniformly managed and require approval from the board of directors or shareholders' meeting [1][2] Risk Control and Approval Process - Directors and senior management must carefully manage and control the debt risks arising from guarantees and bear joint liability for any losses from improper guarantees [2] - Guarantees should follow principles of legality, prudence, mutual benefit, and safety, with strict risk control measures in place [2][3] - The company can estimate future guarantee amounts for subsidiaries based on their financial ratios and submit them for shareholder approval [3][9] Examination of Guarantee Objects - The company can provide guarantees to entities with independent legal status that meet specific conditions, such as having strong debt repayment capabilities [6] - The board of directors must analyze the credit status of the debtor and the associated risks before approving any guarantees [6][7] - Documentation required for guarantee applications includes financial reports, repayment ability analysis, and any potential legal issues [7] Management of Guarantees - The finance department is responsible for the specific affairs related to external guarantees, including credit investigations and monitoring the financial status of guaranteed entities [32][33] - The company must maintain proper management of guarantee contracts and related documents, ensuring their accuracy and completeness [12] - If a guaranteed entity fails to meet its repayment obligations, the company must take necessary measures to minimize losses and pursue recovery [36][39] Disclosure of Guarantee Information - The company is obligated to disclose external guarantee information in accordance with relevant regulations, including details of the guarantees and their impact on the company's financial status [43][45] - Any department or individual involved in guarantee matters must report to the board of directors and provide necessary documentation for disclosure [44] Responsibilities and Penalties - The company must strictly adhere to the external guarantee management system, with the board of directors determining penalties for responsible individuals based on the severity of losses or risks incurred [47] - If the company incurs losses due to the failure of major shareholders or related parties to repay debts, the board must take protective measures to recover losses [48]

General Principles - The purpose of the external investment management system is to standardize the external investment behavior of the company, prevent investment risks, and improve investment efficiency, in accordance with relevant laws and regulations [2][3] - External investments refer to actions taken by the company for profit or value preservation, including equity investments, financial investments, and other types of investments [2] Decision-Making Authority - A specialized institution should be designated to research and evaluate the feasibility, risks, and returns of major investment projects, and report any abnormalities to the board of directors [3][4] - Certain investment matters must be approved by the board of directors and disclosed if they meet specified thresholds, such as asset totals exceeding 10% of the company's audited total assets [3][4] Investment Standards - Specific thresholds for board approval include asset totals over 50% of the company's audited total assets, or transactions involving significant revenue or profit percentages [4][5] - If investment matters do not meet the specified standards, they can be decided by the general manager's office [5][6] Financial Assistance - Financial assistance must be approved by two-thirds of the attending directors and disclosed promptly [6] - Financial assistance is subject to additional scrutiny if the recipient has a high debt ratio or if the amount exceeds 10% of the company's net assets [6] Daily Management - The board of directors should regularly monitor the progress and effectiveness of major investment projects, addressing any deviations from planned investments [7][8] - The general manager is responsible for the daily management of external investment projects [7] Accounting and Reporting - The finance department must maintain comprehensive financial records of external investments, establishing detailed accounts for each project [8] - Subsidiaries must adhere to the company's accounting policies and practices [8] Investment Recovery and Transfer - The company can recover investments under specific circumstances, such as project completion or inability to repay debts [10] - Transfers of external investments are permissible if the project deviates from the company's direction or shows continuous losses [10] Information Disclosure - The company must comply with information disclosure obligations as per relevant regulations [9] - Subsidiaries are required to provide accurate and timely information to the company for external disclosure [9]

Core Points - The document outlines the fundraising management system of Xuchang Kaipu Testing Research Institute Co., Ltd, emphasizing the need for compliance with relevant laws and regulations to ensure efficient use of raised funds [1][2][20] - The company is required to use raised funds strictly for the intended purposes as stated in the issuance application documents, and any changes in fund allocation must be properly justified and disclosed [2][7][10] Fundraising Management - The company must establish a centralized special account for managing raised funds, ensuring that these funds are not mixed with other funds or used for unauthorized purposes [4][5] - A tripartite supervision agreement must be signed with the underwriter or independent financial advisor and the commercial bank holding the funds within one month of the funds being received [5][6] Fund Usage - Raised funds should primarily be used for the company's main business operations, and cannot be used for high-risk investments or financial assistance to others [8][11] - The company must ensure the authenticity and fairness of fund usage, preventing misuse by controlling shareholders or related parties [12][13] Reporting and Disclosure - The board of directors is responsible for regularly disclosing the status of fund usage and any discrepancies between actual and planned investments [17][18] - Any significant changes in the investment projects funded by raised capital must be reported, including reasons for changes and their impact on the company [9][19] Compliance and Oversight - The company must adhere to strict approval processes for fund usage, with all expenditures requiring board approval [13][14] - Independent auditors and underwriters are tasked with ongoing supervision of the fund management process, ensuring compliance with established protocols [19][20]

人民财讯8月10日电，开普检测（003008）8月10日晚间披露2025年半年度报告，上半年实现营业收入 1.11亿元，同比增长3.23%；归母净利润4078.98万元，同比增长3.73%；基本每股收益0.39元。公司拟向 全体股东每10股派发现金红利3元(含税)。 ...