Core Points - The document outlines the regulations for related party transactions to ensure fairness and protect the rights of the company, shareholders, and creditors [1][2] - Related party transactions include resource or obligation transfers between the company and its related parties, which can be legal entities or individuals [1][2] - The document specifies the criteria for identifying related parties, including shareholders holding more than 5% of shares and company executives [1][2][3] Summary by Sections Chapter 1: General Provisions - The purpose of the regulations is to standardize related party transactions and ensure fair decision-making [1] - Related parties include both legal entities and natural persons that have significant control or ownership over the company [1][2] - The document defines various scenarios that qualify an entity as a related party, including control relationships and significant shareholding [1][2] Chapter 2: Reporting of Related Transactions - Directors, senior management, and significant shareholders must promptly inform the company of any related party relationships [2] - Related transactions include asset purchases, financial assistance, guarantees, and management contracts, among others [2][3] Chapter 3: Avoidance System - Individuals representing related parties in transactions must adhere to strict guidelines to prevent conflicts of interest [5] - Related directors must abstain from voting on transactions where they have a conflict of interest [5][6] Chapter 4: Decision-Making Authority for Related Transactions - Transactions exceeding certain monetary thresholds must be submitted for board approval and disclosed [8][9] - Specific thresholds are set for transactions with related natural persons (over 300,000 yuan) and related legal entities (over 3 million yuan) [8][9] - The company must provide necessary audit and evaluation reports for significant transactions [8][9] Chapter 5: Miscellaneous Provisions - The regulations will take effect after approval by the company's shareholders [13] - The board of directors is responsible for interpreting the regulations [13]

Core Points - The company aims to enhance its corporate governance structure and board composition to protect the interests of minority shareholders and stakeholders [1][2] - Independent directors are required to act independently and avoid conflicts of interest, ensuring they fulfill their duties diligently [2][4] - The company mandates that at least one-third of the board members must be independent directors, including at least one accounting professional [3][4] Group 1 - Independent directors must not hold any other positions within the company and should not have any direct or indirect relationships that could affect their judgment [2][4] - Independent directors are expected to participate actively in board decisions and provide objective advice to enhance decision-making quality [8][10] - The company must ensure that independent directors have sufficient time and resources to perform their duties effectively [15][16] Group 2 - Independent directors are required to submit annual reports detailing their attendance and participation in board meetings and committees [14] - The company is responsible for providing independent directors with necessary information and support to fulfill their roles [15][16] - Independent directors can hire external consultants at the company's expense to assist in their duties [32]

Core Points - The article outlines the rules for the shareholders' meeting of Guangdong Haichuan Intelligent Machinery Co., Ltd, aiming to enhance operational standards and protect shareholders' rights [2][3][4] Group 1: General Provisions - The rules are established to ensure the legality and effectiveness of the shareholders' meeting procedures and resolutions [2] - The company must strictly adhere to laws, regulations, and its articles of association when convening meetings [2][3] - Shareholders' meetings are categorized into annual and extraordinary meetings, with specific timelines for their convening [2][4] Group 2: Meeting Convening - The board of directors is responsible for timely convening meetings and must respond to requests from independent directors or shareholders holding over 10% of shares [4][5] - If the board fails to convene a meeting within the stipulated time, the audit committee or shareholders can initiate the meeting [5][6] Group 3: Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting authority and be submitted in a timely manner [13][14] - Notifications for annual meetings must be sent 20 days in advance, while extraordinary meetings require a 15-day notice [15][16] Group 4: Meeting Procedures - The meeting must be held at the company's registered location, and provisions for remote participation must be made [20][21] - Shareholders must present valid identification to attend, and the legitimacy of their qualifications will be verified [24][25] Group 5: Voting and Resolutions - Voting must be conducted in accordance with the established rules, and results should be announced promptly [38][39] - The company must implement resolutions regarding dividends or capital increases within two months after the meeting [44][45] Group 6: Legal Compliance - Any resolutions that violate laws or regulations are deemed invalid, and shareholders have the right to challenge such decisions within a specified timeframe [46]

General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [1][2] - The registered capital of the company is RMB 194.877256 million [2] - The company is permanently existing as a joint-stock limited company [2] Business Objectives and Scope - The company aims to implement innovative, coordinated, green, open, and shared development concepts while actively fulfilling social responsibilities [3][4] - The business scope includes mechanical equipment research and development, manufacturing and sales of instruments and meters, and import-export agency services [4] Shares - The company's shares are issued in the form of stocks, with a total of 194.877256 million shares, all of which are ordinary shares [5][6] - The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for all shares of the same type [5][6] Shareholder Rights and Obligations - Shareholders have rights to dividends, request meetings, supervise company operations, and transfer their shares [10][11] - Shareholders must comply with laws and the company's articles of association, and they are liable for their subscribed shares [41][42] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the fiscal year [50][51] - Shareholder meetings can be convened by the board of directors or at the request of shareholders holding more than 10% of the shares [56][57] Voting and Resolutions - Resolutions can be classified as ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [82][84] - Each share carries one vote, and shareholders can exercise their voting rights in person or through proxies [85]

Core Points - The company has established a system for the selection and appointment of accounting firms to enhance financial information quality and protect shareholder interests [1][2] - The audit committee is responsible for overseeing the selection and audit work of the accounting firms [2][7] Selection Process - The selection of accounting firms must be reviewed by the audit committee and approved by the board of directors and shareholders [1][4] - The audit committee must propose the selection process, evaluate proposals, and recommend firms along with audit fees [2][3] - The evaluation criteria for accounting firms include audit fees, qualifications, performance records, quality management, and risk management capabilities [2][3] Evaluation and Approval - Each proposal must be evaluated separately, with quality management weighted at no less than 40% and audit fees at no more than 15% [3] - The audit committee must conduct a thorough evaluation of the selected accounting firm’s performance before renewal [5][6] Documentation and Compliance - All documents related to the selection process must be properly archived for at least 10 years [5] - The audit committee must ensure compliance with relevant laws and regulations during the selection process [7][8] Termination and Replacement - The company cannot replace the accounting firm during the annual audit period unless there are significant issues [6] - If a firm is to be replaced, the reasons must be disclosed, along with the previous firm’s performance and any discrepancies in audit opinions [6][8]

Core Viewpoint - The establishment of the Audit Committee by Guangdong Haichuan Intelligent Machinery Co., Ltd. aims to enhance the decision-making function of the board of directors, ensure effective supervision of the management, and improve the corporate governance structure [1][2]. Group 1: Audit Committee Structure - The Audit Committee is a specialized working body of the board, responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [1][2]. - The committee consists of three directors, with a majority being independent directors, and at least one member must be a professional accountant [1][2]. - The committee is independent and reports directly to the board, free from interference by other departments or individuals [1][2]. Group 2: Responsibilities and Duties - The main responsibilities of the Audit Committee include supervising external audit work, evaluating internal audit work, reviewing financial information, and ensuring compliance with laws and regulations [3][4]. - The committee is tasked with making decisions on significant accounting policy changes and ensuring the accuracy of financial disclosures [2][3]. - The Audit Department serves as the daily operational body for the committee, handling communication and meeting organization [2][4]. Group 3: Meeting Procedures - The Audit Committee must meet at least quarterly, with provisions for additional meetings as necessary [4][5]. - A quorum requires attendance from at least two-thirds of the committee members, and decisions are made by majority vote [4][5]. - Meeting records must be kept for a minimum of ten years, and all members are bound by confidentiality regarding the discussed matters [5][6]. Group 4: Reporting and Compliance - The committee is responsible for reporting its activities and decisions to the board, including any issues of non-compliance by directors or senior management [5][6]. - The company must disclose the Audit Committee's annual performance and any significant decisions not adopted by the board [5][6]. - The committee has the authority to recommend the dismissal of directors or senior management for violations of laws or regulations [5][6].

Core Viewpoint - The Nomination Committee of Guangdong Haichuan Intelligent Machinery Co., Ltd. has reviewed the qualifications of independent director candidates for the fifth board and unanimously agreed on their eligibility [1][2]. Summary by Relevant Sections Independent Director Candidates - The candidates for independent directors are Yu Ling, Zhao Yang, and Wang Liling, who meet the qualifications and independence requirements as per relevant laws and regulations [1][2]. Compliance with Regulations - The candidates do not have any penalties from the China Securities Regulatory Commission (CSRC) or other relevant departments, nor are they under investigation for suspected crimes or violations [2]. - They have not been listed as untrustworthy by the CSRC or the courts, and they do not fall under any disqualifications as per the Company Law and the company's articles of association [2]. Committee Decision - The Nomination Committee has unanimously agreed to recommend the candidates to the company's fourth board for approval at the eighteenth meeting [2].

Core Viewpoint - The document outlines the measures and responsibilities of Guangdong Haichuan Intelligent Machinery Co., Ltd. to prevent the controlling shareholder and related parties from occupying company funds, ensuring compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The purpose of the system is to establish a long-term mechanism to prevent the controlling shareholder and related parties from occupying the company's funds [1]. - The company's directors and senior management have the obligation to maintain the safety of company funds [1]. Group 2: Definition of Fund Occupation - Fund occupation includes operational fund occupation through related transactions and non-operational fund occupation such as paying salaries, loans, and other expenses without real transactions [2]. Group 3: Prevention Measures - The company must prevent the controlling shareholder and related parties from occupying funds, assets, and resources through various means [2][3]. - Related transactions must be conducted in accordance with the rules and should be settled promptly to avoid abnormal operational fund occupation [2][3]. Group 4: Responsibilities of the Board and Management - The board of directors and senior management are responsible for maintaining the safety of company funds and must act diligently to prevent fund occupation [6][7]. - The chairman of the board is the primary responsible person for preventing fund occupation and may form a working group for daily supervision [6]. Group 5: Legal and Regulatory Compliance - In cases of asset infringement by the controlling shareholder, the board must take effective measures to stop the infringement and may report to regulatory authorities if necessary [7][8]. - The company must prepare a clearance plan for any fund occupation and report to regulatory authorities in a timely manner [8][9]. Group 6: Accountability and Penalties - Directors and senior management who assist or condone fund occupation will face disciplinary actions, and serious cases may lead to proposals for dismissal [9][10]. - The company will pursue legal responsibility for any losses caused to investors due to violations of this system [10].

广东海川智能机器股份有限公司 章程 二〇二五年七月九日 1 | 第一章总则 4 | | --- | | 第二章经营宗旨和范围 5 | | 第三章股份 5 | | 第一节股份发行 5 | | 第二节股份增减和回购 7 | | 第三节股份转让 8 | | 第四章股东和股东会 9 | | 第一节股东的一般规定 9 | | 第二节控股股东和实际控制人 11 | | 第三节股东会的一般规定 12 | | 第四节股东会的召集 15 | | 第五节股东会的提案与通知 16 | | 第六节股东会的召开 18 | | 第七节股东会的表决和决议 20 | | 第五章董事和董事会 25 | | 第一节董事的一般规定 25 | | 第二节董事会 29 | | 第三节独立董事 35 | | 第四节董事会专门委员会 38 | | 第六章高级管理人员与公司激励约束机制 40 | | 第一节高级管理人员 40 | | 第二节绩效与履职评价 42 | | 第三节薪酬与激励 42 | | 第七章财务会计制度、利润分配和审计 43 | | 第一节财务会计制度 43 | | 第二节内部审计 47 | | 第三节会计师事务所的聘任 48 | | 第八 ...

广东海川智能机器股份有限公司 关联交易决策制度 第一章 总 则 第一条 为规范公司的关联交易，保护公司、股东和债权人的合法权益，保 证公司关联交易决策行为的公允性，根据法律、法规、规范性文件及公司章程的 有关规定，特制定本制度。 第二条 在本制度中，关联交易是指公司或者其控股子公司与公司关联人之 间发生的转移资源或者义务的事项。 公司关联人包括关联法人和关联自然人。 第三条 具有以下情形之一的法人，为公司的关联法人： （一）直接或间接控制公司的法人或其他组织； （二）由前述法人或其他组织直接或间接控制的除公司及公司控股子公司之 外的法人或其他组织； （三）由本办法第四条所列的关联自然人直接或间接控制的，或者由关联 自然人担任董事（独立董事除外）、高级管理人员的，除公司及公司控股子公司 以外的法人或其他组织； （四）持有公司 5%以上股份的法人或其他组织及其一致行动人； （五）中国证监会、证券交易所或者公司根据实质重于形式的原则认定的 其他与公司有特殊关系，可能造成公司对其利益倾斜的法人或者其他组织。。 第四条 公司的关联自然人是指： （一）直接或间接持有公司 5%以上股份的自然人； （二）公司的董事、高级管理 ...