General Overview - The company aims to establish a compensation management system for its directors and senior management to enhance their work motivation and align with modern corporate governance practices [2][3] Applicable Personnel - The compensation management system applies to the company's directors and senior management, including the general manager, deputy general managers, financial director, board secretary, and other senior management as defined in the company's articles of association [2] Compensation Management Structure - The shareholders' meeting is the highest authority responsible for reviewing and approving the implementation, modification, and termination of the compensation management system [3] - The board of directors authorizes the compensation and assessment committee to set compensation standards and conduct annual evaluations of directors and senior management [3] Compensation Standards - Directors in management positions will have their compensation determined based on their roles and responsibilities [3] - Independent directors will receive an annual allowance based on regional economic and industry standards, with reasonable expenses covered by the company [3] - Senior management will have a salary structure consisting of a base salary and an annual performance bonus, with the base salary reflecting industry standards and job responsibilities [3][4] Compensation Payment - Independent directors' allowances are paid monthly, while the payment schedule for other directors and senior management is determined by the company's salary payment system [4] - Compensation for directors and senior management is pre-tax, with deductions for personal income tax and social insurance [4] Compensation Adjustments and Incentives - The compensation system will adapt to changes in the company's operational strategy and external economic conditions [5] - The compensation and assessment committee can approve temporary special rewards or penalties based on specific circumstances [5] - Salary reductions or deductions may occur for directors and senior management under certain conditions, such as serious violations of company policies or causing significant economic losses [5] Additional Provisions - The terms "yuan" and "ten thousand yuan" refer to "Renminbi yuan" and "Renminbi ten thousand" respectively [6] - The compensation system does not include stock incentive plans or other special bonuses unless specified [6] - The system will take effect upon approval by the shareholders' meeting and will be modified accordingly [6]

Core Points - The article outlines the related party transaction decision-making system of Jiangsu Leili Electric Motor Co., Ltd, emphasizing fairness, transparency, and compliance with regulatory requirements [2][3][4] Group 1: General Principles - The system aims to ensure the fairness of related party transactions and protect the interests of the company and all shareholders [2] - Related party transactions include various types of activities such as asset purchases, external investments, and financial assistance [3][4] Group 2: Pricing Principles - Related party transactions should follow pricing principles including national pricing, market pricing, and negotiated pricing [4][6] - If no national or market pricing exists, the price should be determined based on cost plus reasonable profit [6] Group 3: Decision-Making Procedures - Transactions below RMB 300,000 with natural persons or RMB 3 million with legal persons can be approved by the general manager [7] - Transactions exceeding RMB 1 million and 5% of the latest audited net assets must be disclosed and submitted for shareholder approval [7][10] Group 4: Disclosure Obligations - The company must disclose related party transactions in accordance with the rules set forth by the Shenzhen Stock Exchange and other regulatory bodies [11][22] - Daily related party transactions should be estimated annually and disclosed in the annual and semi-annual reports [9][15] Group 5: Internal Control - The company is required to establish a robust internal control system for related party transactions, ensuring no harm to the company or shareholders [25][26] - Transactions must be documented in written agreements that clearly outline the rights and obligations of both parties [30][15]

Core Viewpoint - The document outlines the selection and management procedures for accounting firms engaged in auditing financial statements for Jiangsu Leili Electric Motor Co., Ltd, aiming to enhance the quality of financial information disclosure [1][2][3]. Group 1: General Principles - The selection of accounting firms must comply with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1]. - The selection process requires approval from the Board of Directors and the Shareholders' Meeting after review by the Audit Committee [1][2]. - The controlling shareholders and actual controllers are prohibited from interfering in the selection process before the Board and Shareholders' Meeting [1] Group 2: Conditions for Selection - Selected accounting firms must possess independent legal status and necessary qualifications as per regulatory requirements [1]. - Firms must have a fixed workplace, sound organizational structure, and robust internal management systems [1]. - They should demonstrate good professional ethics, quality records, and compliance with relevant laws and regulations [1][2]. Group 3: Selection Procedures - The Audit Committee is responsible for the selection process, including developing policies and evaluating candidates [2][3]. - The selection process involves competitive negotiation, public bidding, or other methods to ensure fairness [3]. - The Audit Committee must conduct a thorough review of the qualifications and performance of the accounting firms [3][4]. Group 4: Reappointment and Dismissal - The Audit Committee must evaluate the performance of the accounting firm before reappointment and submit a report to the Board [4][5]. - The company can only change accounting firms under specific circumstances, such as significant quality defects or inability to meet deadlines [5][6]. - A 30-day notice is required before dismissing or not renewing the contract with an accounting firm [5][6]. Group 5: Supervision and Penalties - The Audit Committee is tasked with supervising the selection process and ensuring compliance with laws and internal regulations [6][7]. - Any violations by the accounting firm can lead to penalties, including dismissal and financial liability for responsible individuals [7][8]. - The company must maintain proper documentation of the selection and evaluation processes for at least ten years [6].

Core Points - The document outlines the measures taken by Jiangsu Leili Electric Motor Co., Ltd. to prevent the misuse of company funds by controlling shareholders and related parties [1][2][4] - The policy is established in accordance with various laws and regulations, including the Company Law of the People's Republic of China and the Shenzhen Stock Exchange rules [1][2] - The document specifies the types of fund occupation, including operational and non-operational fund occupation, and emphasizes the need for strict management of financial transactions with related parties [2][4] Summary by Sections General Principles - The policy applies to financial management between the company and its shareholders, actual controllers, and related parties, including subsidiaries [1][2] - It defines fund occupation as both operational and non-operational, detailing various scenarios that constitute fund occupation [2] Prevention Principles - The company must strictly limit fund occupation in transactions with controlling shareholders and related parties, prohibiting practices such as prepaying expenses or providing loans [2][4] - Specific prohibited actions include requiring the company to cover expenses, repay debts, or provide loans without genuine transactions [2][4] Responsibilities and Measures - The board of directors and senior management are responsible for safeguarding company funds and must report any misuse of funds to the board or audit committee [5][6] - The chairman of the board is designated as the primary responsible person for preventing fund occupation, with the finance director and relevant personnel also held accountable [6][7] Accountability and Penalties - The board must take protective measures against fund occupation and pursue legal action if necessary, holding responsible parties accountable for any losses incurred [9][10] - Any unauthorized approval of fund occupation by directors or senior management is considered a serious violation, leading to potential disciplinary actions [10] Additional Provisions - The policy will take effect after approval by the shareholders' meeting and will be interpreted by the board of directors [11]

Core Viewpoint - The document outlines the regulations and guidelines for the behavior of controlling shareholders and actual controllers of Jiangsu Leili Electric Motor Co., Ltd., aiming to enhance corporate governance and ensure the company's healthy development [2][3]. General Principles of Behavior Norms - Controlling shareholders and actual controllers must comply with laws, regulations, and the company's articles of association, exercising shareholder rights without harming the interests of the company and other shareholders [5][6]. - They are required to disclose their identities and responsibilities transparently, avoiding any concealment of their status [6][7]. - There is an obligation to cooperate with the company's information disclosure and insider information management [4][8]. Commitment and Good Faith in Exercising Control - Controlling shareholders and actual controllers must fulfill their commitments and take effective measures to ensure compliance, avoiding any unilateral changes or cancellations of commitments [10][11]. - They are responsible for maintaining the company's asset integrity and independence, ensuring no adverse impact from their other business activities [12][13]. Independence of Company Operations - Controlling shareholders and actual controllers must not interfere with the company's independent operations, including personnel, financial, and business independence [19][20]. - They are prohibited from engaging in unfair related transactions or competing with the company in a way that could harm its interests [20][21]. Share Trading Regulations - When trading company shares, controlling shareholders and actual controllers must adhere to legal and regulatory disclosure obligations [26][27]. - Specific restrictions apply to share reductions under certain conditions, such as ongoing investigations or significant stock price declines [30][31]. Information Disclosure Management - A robust information disclosure management system must be established, detailing the processes for reporting significant information and ensuring confidentiality [38][39]. - Controlling shareholders and actual controllers must promptly inform the company of any significant changes that could impact stock trading [39][40].

江苏雷利电机股份有限公司 内幕信息知情人登记管理制度 第一章 总则 第一条 为加强江苏雷利电机股份有限公司(以下简称"公司")内幕信息管 理，做好内幕信息保密工作，维护信息披露的公平原则，保护广大投资者的合法 权益，根据 中华人民共和国公司法》 中华人民共和国证券法》 上市公司信息 披露管理办法》 上市公司监管指引第 5 号——上市公司内幕信息知情人登记管 理制度》 深圳证券交易所创业板股票上市规则》 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》 深圳证券交易所上市公司自律 监管指引第 5 号——信息披露事务管理》等有关法律法规，及 江苏雷利电机股 份有限公司章程》(以下简称" 公司章程》")、 江苏雷利电机股份有限公司信 息披露管理制度》等规定，结合公司实际情况，制定本制度。 第二条 公司董事会是内幕信息的管理机构；董事长为内幕信息管理的主要 责任人；董事会秘书作为直接责任人，负责公司内幕信息的保密管理，在相关重 大信息依法公开披露前负责内幕信息知情人的登记入档和报送事宜。证券事务部 门协助董事会秘书做好公司内幕信息的管理、登记、披露及备案的日常工作。 董事长与董事会秘书应当对 ...

General Provisions - The purpose of the rules is to standardize the appointment process for directors and senior management, enhance the decision-making function of the board, and improve corporate governance structure [1] - The Nomination Committee is a specialized working body established by the board, responsible for proposing selection criteria and procedures for directors and senior management [1][2] Composition of the Committee - The Nomination Committee consists of three directors, with a majority being independent directors [2] - The chairperson of the committee must be an independent director and is responsible for leading the committee's work [2][3] Responsibilities and Authority - The main responsibilities of the Nomination Committee include researching selection criteria for directors and senior management, identifying qualified candidates, and making recommendations to the board [4][5] - The committee is accountable to the board and must submit all research and discussion materials in the form of reports and recommendations [4][5] Working Procedures - The committee must actively communicate with relevant departments to assess the company's needs for new directors and senior management [5] - A thorough vetting process for candidates is required, including gathering detailed information on their professional background and obtaining their consent for nomination [5][6] Meeting Rules - Meetings of the Nomination Committee should be convened as needed, with prior notification and provision of relevant materials to all members [6] - A quorum for meetings requires the presence of at least two-thirds of the members, and decisions must be approved by a majority [6][7] Coordination and Communication - During board recess, the committee can submit written reports on significant matters through the board secretary [7] - Any written reports submitted to the committee by senior management must be signed by the general manager or responsible senior management personnel [7][8] Supplementary Provisions - The rules will be implemented following approval by the board and will be modified as necessary [8] - In case of any discrepancies between these rules and national laws or the company's articles of association, the latter will prevail [8]

Core Viewpoint - The document outlines the external investment management measures of Jiangsu Leili Electric Motor Co., Ltd., aiming to standardize investment behavior, mitigate risks, and enhance investment efficiency in accordance with relevant laws and regulations. Group 1: General Principles - The purpose of the external investment management measures is to regulate the company's investment activities, prevent investment risks, and improve investment efficiency based on the Company Law and other relevant regulations [1] - External investment refers to the company's activities to invest monetary funds, equity, or assessed physical or intangible assets for future returns, including establishing subsidiaries, increasing investments, joint ventures, mergers, and financial assistance [1] Group 2: Investment Categories and Approval Authority - External investments are categorized into long-term and short-term investments, with short-term investments being those that can be liquidated within one year, while long-term investments are those that cannot be liquidated within that timeframe [2] - Investments that meet certain thresholds, such as asset totals exceeding 50% of the company's audited total assets, require board approval and must be submitted to the shareholders' meeting for review [7] - For transactions involving assets totaling over 10% of the company's audited total assets, board approval and timely disclosure are required [8] Group 3: Decision-Making and Management Structure - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and the general manager, with no other departments or individuals authorized to make investment decisions [12] - The board's Strategic and Sustainable Development Committee is responsible for evaluating major investment projects, including feasibility and risk assessments [6] - The finance department manages the financial aspects of external investments, ensuring that investment budgets are integrated into the overall business budget [16] Group 4: Investment Procedures - Short-term investment decisions involve the finance director pre-selecting investment opportunities based on profitability, followed by a structured approval process [19] - Long-term investment projects require a feasibility study and must be approved by the general manager or higher authorities depending on the investment size [22] - Contracts for long-term investments must be reviewed by legal advisors and approved by authorized decision-making bodies before signing [25] Group 5: Ongoing Management and Disclosure - The board of directors is responsible for regularly monitoring the progress and effectiveness of major investment projects, addressing any deviations from planned investments [29] - The general manager oversees the daily management of external investment projects, ensuring that the company's interests are maintained [30] - The company must comply with legal and regulatory requirements for information disclosure related to external investments [36]

江苏雷利电机股份有限公司 子公司管理办法 第一章 总则 第一条 为加强对江苏雷利电机股份有限公司（以下简称"公司"）子公司的管 理控制，确保子公司业务符合公司的总体战略发展方向，有效控制经营风险，保护 投资者合法权益，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》《深圳证券交易所股票上市规则》（以下简称"《股票 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》"）等法律和行政法规及江苏雷利电 机股份有限公司章程（以下简称"《公司章程》"）的有关规定，结合公司的实际 情况，制定本办法。 第二条 本办法所称子公司指公司持有其 50%以上股份，或者持有其股份在 50% 以下但能够对其实际控制的公司（简称"子公司"或"控股子公司"）。 第三条 本办法适用于公司及公司子公司。公司各职能部门、公司委派至各子 公司的董事、高级管理人员对本办法的有效执行负责；并应依照本办法及时、有效 地做好管理、指导、监督等工作。 第四条 子公司应按照公司的标准规范运作，严格遵守《股票上市规则》 《自 律监管指引》等其他法律和行政法规及本 ...

募集资金管理办法 第一章 总则 第一条 为规范江苏雷利电机股份有限公司 以下简称 公司"）募集资金的 使用和管理，进一步提高资金使用效率和公司效益，切实保护广大股东的利益及 募集资金的安全，依照 中华人民共和国公司法》 中华人民共和国证券法》 上 市公司信息披露管理办法》 深圳证券交易所创业板股票上市规则》 上市公司募 集资金监管规则》 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 创业板上市公司规范运作》"）等有关法律和 江 苏雷利电机股份有限公司章程》 以下简称 公司章程》"）的规定，并结合公司 实际情况，特制定本办法。 江苏雷利电机股份有限公司 第三条 公司应当审慎使用募集资金，保证募集资金的使用与招股说明书或 者募集说明书的承诺相一致，不得随意改变募集资金的投向。公司董事、高级管 理人员应当勤勉尽责，确保公司募集资金安全，不得操纵公司擅自或者变相改变 募集资金用途。 公司的控股股东、实际控制人及其他关联人不得占用公司募集资金，不得利 用公司募集资金投资项目获取不正当利益。 公司发现控股股东、实际控制人及其他关联人占用募集资金的，应当及时要 求归还，并披露相关事项 ...