Financial Performance - As of the first quarter of 2025, the company reported total revenue of 684 million yuan, a year-on-year decrease of 21.90% [1] - The net profit attributable to shareholders was 44.88 million yuan, down 47.66% year-on-year [1] - The non-recurring net profit was 34.08 million yuan, reflecting a year-on-year decline of 58.55% [1] - The current ratio stood at 2.119, the quick ratio at 1.475, and the debt-to-asset ratio at 37.05% [1] Stock Performance - The stock price closed at 5.15 yuan, down 0.96% [1] - The turnover rate was 2.56%, with a trading volume of 314,200 hands and a transaction amount of 161 million yuan [1] - There was a net outflow of main funds amounting to 34.93 million yuan, accounting for 21.7% of the transaction amount [1] Company Overview - The company, established in 2000, is located in Zhenjiang and primarily engages in the manufacturing of electrical machinery and equipment [2] - The registered capital is approximately 1.48 billion yuan, with paid-in capital of 999.85 million yuan [1] - The company has made investments in 28 enterprises and participated in 66 bidding projects [2]

镇江东方电热科技股份有限公司 证券代码：300217 证券简称：东方电热 公告编号：2025-052 镇江东方电热科技股份有限公司 关于在泰国设立子公司并建设生产基地的进展公告 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、本次对外投资概述 镇江东方电热科技股份有限公司（以下简称"公司"）于 2025 年 3 月 21 日召开第六届董 事会第三次会议，审议通过了《关于在泰国设立子公司并建设生产基地的议案》，董事会同意 由香港子公司和新加坡子公司共同在泰国设立子公司，通过泰国子公司建设生产基地，从事各 类电加热器的生产、加工和销售等活动。该项目计划投资总额不超过 1,000 万美元。同时董事 会授权公司管理层及授权人员办理本次对外投资的相关事宜，包括确定投资路径，设立、维护 各级实施主体；办理国内的境外投资相关手续以及中国香港和泰国当地投资许可和企业登记等 审批程序；购买土地、建设厂房、租赁厂房、购买机器设备等生产基地建设工作；聘请专业机 构；为实施和完成本次投资应当采取的其他行动。具体内容详见公司在巨潮资讯网上披露的《关 于在泰国设立子公司并建设生产基地 ...

Core Points - The company has approved the conclusion of the "Annual Production of 60 Million PTC Electric Heaters" project and will permanently supplement the remaining funds of 120.86 million yuan into its working capital [2][7] - The total amount raised from the issuance of shares in 2020 was approximately 608.83 million yuan, with a net amount of 604.24 million yuan after deducting issuance costs [2][3] - The project originally scheduled to be operational by June 30, 2023, has been delayed to June 30, 2025, due to equipment debugging and construction plan adjustments [4][5] Fund Usage and Status - The total planned investment for the "Annual Production of 60 Million PTC Electric Heaters" project is 292.83 million yuan, with 267.37 million yuan committed from raised funds [4][5] - As of June 30, 2025, the company has invested 237.24 million yuan in the project, with actual expenditures of 232.80 million yuan, representing 83.79% of the construction funds [5][6] - The remaining funds of 120.86 million yuan are a result of effective cost control and management during the project [6][7] Future Plans and Approvals - The company plans to use the remaining funds to enhance operational efficiency and support daily production activities, including expansion into new production areas [7][8] - The proposal to conclude the project and reallocate the remaining funds requires approval from the shareholders' meeting [8][9] - The sponsor institution has expressed no objections to the company's plan, confirming compliance with relevant regulations [9]

Group 1 - The company aims to strengthen the management of its subsidiaries to ensure their standardized, efficient, and orderly operation, thereby protecting the overall image of the company and safeguarding investor interests [1][2] - The management of subsidiaries is intended to establish effective control mechanisms over the organization, resources, assets, and operations of the company, enhancing overall operational efficiency and risk resistance [2][3] - Subsidiaries are required to operate independently while adhering to the company's overall strategic goals and must strengthen self-discipline management [2][3] Group 2 - Subsidiaries must hold at least one shareholders' meeting and two board meetings annually, ensuring compliance with relevant laws and regulations [3][4] - Subsidiaries are responsible for providing timely, complete, and accurate information regarding their operational performance, financial status, and business prospects to the company's board of directors [3][5] - The financial management of subsidiaries must comply with national fiscal and tax policies, ensuring the legality, authenticity, and completeness of accounting data [5][6] Group 3 - The company will appoint or recommend directors and senior management to subsidiaries based on investment ratios to achieve governance and monitoring [4][5] - Subsidiaries must report significant matters such as asset acquisitions, major lawsuits, and important contracts to the company's board of directors in a timely manner [7][8] - The company will conduct regular or irregular audits of subsidiaries, which must cooperate fully during the audit process [6][7]

General Overview - The company has established an internal audit system to enhance supervision and risk control, ensuring the safety and integrity of assets, improving management, and increasing economic efficiency [2][3]. Internal Audit Structure - An audit committee is set up under the board of directors, responsible for organizing and implementing internal audits, consisting of three members with a majority being independent directors [3][4]. - The audit department, as a dedicated internal audit body, reports to the audit committee and maintains independence from other departments [3][5]. Internal Audit Objectives and Basis - The internal audit covers the company's departments, subsidiaries, and significant investments, evaluating the authenticity, legality, and effectiveness of economic activities [3][10]. - The audit is based on various laws and regulations, including the Securities Law and the Audit Law, as well as the company's articles of association and management systems [3][11]. Audit Methods - The internal audit can be conducted through document submission or on-site audits, with the audited units required to provide necessary conditions for the audit [4][5]. Responsibilities and Authority of the Audit Department - The audit department is responsible for evaluating the completeness and effectiveness of internal control systems and auditing financial data for legality and compliance [5][13]. - The department has the authority to request relevant documents, attend meetings, and investigate issues related to audit matters [5][14]. Requirements for Internal Auditors - Internal auditors must adhere to principles, possess accounting knowledge, and demonstrate independent and logical thinking abilities [6][7]. - They are expected to maintain a rigorous work ethic, avoid conflicts of interest, and uphold confidentiality [6][7]. Audit Procedures - The audit department develops an annual audit plan based on company priorities, which is submitted to the audit committee for approval [8][24]. - Auditors must establish working papers and maintain documentation according to legal requirements, ensuring evidence is signed or stamped by the audited parties [9][10]. Specific Audit Areas - The internal audit covers various areas, including fundraising, sales cycles, accounts receivable, major contracts, inventory procurement, cost control, and tax compliance [12][13][14][15][16]. - Auditors are tasked with evaluating the feasibility of major projects and ensuring compliance with regulations regarding external guarantees [16][17]. Audit Quality and Ethics - The audit department is responsible for maintaining high-quality audit practices and is subject to evaluation by the audit committee [18][19]. - Auditors must adhere to ethical standards, avoiding conflicts of interest and ensuring the confidentiality of sensitive information [18][19].

Core Viewpoint - The document outlines the governance structure and operational guidelines for independent directors at Zhenjiang Dongfang Electric Heating Technology Co., Ltd, emphasizing the importance of independent directors in protecting the interests of shareholders, particularly minority investors [3][4]. Group 1: Independent Director Definition and Requirements - Independent directors are defined as those who do not hold any other positions within the company and have no direct or indirect interests that could impair their independent judgment [3]. - The company will appoint three independent directors, including at least one accounting professional [3][4]. - Independent directors must meet specific qualifications, including legal, accounting, or economic experience, and must not have any significant credit issues [4][5]. Group 2: Independence and Restrictions - Independent directors must maintain independence and not be influenced by major shareholders or related parties [4][5]. - Certain individuals are prohibited from serving as independent directors, including those with significant shareholdings or familial ties to major shareholders [4][5]. Group 3: Nomination and Election Procedures - The nomination and election of independent directors must be conducted legally and in a regulated manner [5][6]. - Candidates for independent director positions must be proposed by shareholders holding at least 1% of the company's issued shares [5][6]. - Independent directors can serve a maximum of six consecutive years, with a mandatory cooling-off period of 36 months before being eligible for re-nomination [6][7]. Group 4: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance board decision-making [9][10]. - They have special powers, including the ability to hire external consultants and propose meetings [9][10]. Group 5: Performance Evaluation and Reporting - Independent directors must conduct annual self-assessments of their independence and submit reports to the board [5][11]. - They are required to submit annual performance reports detailing their attendance, participation in committees, and communication with minority shareholders [11][15]. Group 6: Support and Compensation - The company must provide necessary resources and support for independent directors to fulfill their duties effectively [16][17]. - Independent directors are entitled to compensation that reflects their responsibilities, and the company may establish a liability insurance system for them [17][18].

Core Points - The company establishes a comprehensive information disclosure system to ensure the authenticity, accuracy, completeness, timeliness, and fairness of information disclosed to protect the rights of the company and its investors [3][4][5] - The board secretary is designated as the specific executor of information disclosure and the main contact with the Shenzhen Stock Exchange [4][5] - The company must disclose any information that may significantly impact its stock price in a timely manner and ensure that insiders maintain confidentiality before such disclosures [6][7][8] Information Disclosure Principles - The company is obligated to disclose all information that may significantly affect its stock price promptly and report it to the Shenzhen Stock Exchange [6] - The content of disclosures must be true, accurate, complete, timely, and fair, without any misleading statements or omissions [6][7] - The company can apply for a delay in disclosure under certain conditions, such as if the information has not leaked and confidentiality has been maintained [7][8] Types of Disclosures - The company must publicly release periodic reports, including quarterly, semi-annual, and annual reports, as well as temporary reports for significant events [14][15] - The company is required to disclose information related to refinancing, regulatory requirements, and media reports about significant decisions and operational conditions [14][15] Reporting Procedures - The company must follow a structured process for drafting, reviewing, and disclosing periodic and temporary reports, ensuring that all relevant departments contribute accurate information [43][44] - The board secretary is responsible for organizing the disclosure of significant events and ensuring compliance with regulatory requirements [45][46] Responsibilities of Management - The board and senior management must ensure that the information disclosed is accurate and timely, and they are responsible for reporting significant events to the board secretary [52][53] - The board secretary plays a crucial role in managing information disclosure and ensuring that all disclosures comply with legal and regulatory standards [65][67]

Core Points - The company has established a system for managing insider information to ensure compliance with relevant laws and regulations, protecting investors' rights [1][2][3] - The board of directors is responsible for managing insider information, with the chairman as the main person in charge and the board secretary handling the registration and reporting of insider information [1][2] - The company must maintain confidentiality regarding insider information and prevent insider trading or manipulation of stock prices [3][4] Insider Information Definition and Scope - Insider information refers to non-public information that could significantly impact the company's operations, finances, or stock prices, including major events that could affect trading prices [3][4] - Specific examples of insider information include significant asset transactions, changes in management, and financial performance indicators [3][4] Insider Information Recipients - Insider information recipients include company directors, senior management, and other personnel who have access to insider information due to their roles [4][5] - External parties such as regulatory agency staff and related stakeholders are also considered insider information recipients [5][6] Registration and Reporting - The company must register and report insider information recipients' details to the Shenzhen Stock Exchange within five trading days after the information is publicly disclosed [9][10] - The registration must include comprehensive details about the recipients, including their relationship with the company and the nature of the insider information [9][10] Confidentiality Management - The company must limit the number of individuals who have access to insider information and ensure that all materials containing such information are securely stored [14][15] - Insider information recipients are obligated to maintain confidentiality and are prohibited from disclosing or trading based on insider information before it is publicly disclosed [14][15] Accountability and Penalties - The company will impose penalties on individuals who leak insider information or engage in insider trading, which may include disciplinary actions or legal consequences [17][18] - Shareholders and other stakeholders who violate confidentiality obligations may also face repercussions, including potential legal action [17][18]

镇江东方电热科技股份有限公司 镇江东方电热科技股份有限公司 第一章 总 则 第一条 为提高镇江东方电热科技股份有限公司（以下简称"公司"）董事 会决策的科学性，完善公司法人治理结构，根据《中华人民共和国公司法》(以 下简称《公司法》)、 《深圳 证券交易所创业板股票上市规则》(以下简称《上市规则》)、《深圳证券交易所 上市公司自律监管指引第 2 号——创业板上市公司规范运作》(以下简称《自律 监管指引第 2 号》)及《公司章程》等相关规定,制定本工作细则。 第二条 公司董事会根据工作需要,设立四个专门委员会：战略与投资委员 会、审计委员会、提名委员会、薪酬与考核委员会。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应过半数并 担任召集人，审计委员会的召集人应当为会计专业人士。 第三条 董事会专门委员会的主要职责是协助董事会对需决策事项提供咨 询和建议。 第二章 专门委员会的组成和职责 第四条 各专门委员会成员至少由三名董事组成，其中至少包括一名独立董 事，董事可以同时担任多个委员会委员。成员由董事长或者二分之一以上独立董 事推荐或者全体董事的三分之一以上推荐，由董事会选 ...

General Provisions - The company establishes regulations for the shareholding and trading activities of its directors and senior management to comply with relevant laws and regulations [2][3] - Directors and senior management must be aware of prohibitions against insider trading and market manipulation before trading the company's shares [2][3] Information Reporting and Disclosure - Directors and senior management are required to report their personal and immediate family members' information to the Shenzhen Stock Exchange at specific times, including when they are newly appointed or when their information changes [4][5] - The company must ensure timely and accurate reporting of shareholding changes to the Shenzhen Stock Exchange and bear legal responsibilities for any inaccuracies [5][6] Share Transfer Principles - Directors and senior management must notify the board secretary of their trading plans three trading days in advance, and the board secretary is responsible for confirming compliance with disclosure regulations [13][14] - There are restrictions on the percentage of shares that can be transferred annually, with a maximum of 25% of their total holdings [16][17] Lock-up Periods and Trading Restrictions - Shares acquired by directors and senior management are subject to lock-up periods, with 100% lock-up for shares acquired within one year of the company's listing [8][9] - Trading is prohibited during specific periods, such as 15 days before the annual and semi-annual reports and 5 days before quarterly reports [20][21] Responsibilities and Penalties - Violations of the trading regulations may result in the company recovering profits from illegal trades and potential disciplinary actions against responsible individuals [26][27] - The company is responsible for managing the data of its directors and senior management regarding shareholdings and must report any violations to regulatory authorities [30][31]