Core Points - The document outlines the decision-making system for related party transactions of Shanghai Kaixin Separation Technology Co., Ltd, aiming to standardize operations and protect shareholder rights [1][19] - Related party transactions must be priced fairly, follow compliant decision-making procedures, and ensure proper information disclosure [1][4] - The board's audit committee is responsible for controlling and managing related party transactions [1][4] Group 1: Definition of Related Parties - Related parties include both legal entities and natural persons that have a direct or indirect control relationship with the company [5][6] - Legal entities that control the company or are controlled by the same entity are considered related parties, as well as individuals holding more than 5% of the company's shares [5][6] - The document emphasizes that the assessment of related party relationships should focus on the substance over form principle [3][4] Group 2: Recognition of Related Transactions - Related transactions are defined as resource or obligation transfers between the company and its related parties, including asset purchases, investments, and financial support [4][10] - The company must sign written agreements for related transactions, clearly stating pricing policies [11][12] - Fair pricing for related transactions should be based on government pricing, market prices, or reasonable cost plus profit methods [11][12] Group 3: Decision-Making Procedures - The board must ensure that related directors abstain from voting on related transactions, and a majority of non-related directors must approve the decisions [15][16] - Related shareholders must also abstain from voting during shareholder meetings regarding related transactions [16][17] - Specific thresholds for transaction amounts dictate the level of approval required, with higher amounts necessitating shareholder meeting approval [9][10] Group 4: Disclosure Requirements - The company is required to disclose related party transactions in accordance with relevant laws and regulations, including details about pricing policies and the nature of the transactions [33][34] - Disclosure must include the total amount of transactions with related parties and any significant deviations from market prices [35][36] - The company must provide documentation supporting the disclosures, including board resolutions and independent opinions when necessary [18][19]

Core Viewpoint - The document outlines the procedures and requirements for Shanghai Kaixin Separation Technology Co., Ltd. in selecting and appointing accounting firms, emphasizing the importance of maintaining shareholder interests and ensuring high-quality audit work [1][2]. Group 1: Selection Process - The selection of accounting firms must be approved by the audit committee, submitted to the board of directors, and ultimately decided by the shareholders' meeting [2][3]. - The audit committee is responsible for proposing the selection of accounting firms, overseeing the audit work, and evaluating the performance of the appointed firms [3][6]. - The company must use competitive negotiation, public bidding, or invitation bidding to ensure a fair and just selection process [5][6]. Group 2: Quality Requirements - Selected accounting firms must possess independent qualifications, a stable workplace, and a good reputation for audit quality [4][5]. - The company should pay attention to any administrative penalties or investigations related to the accounting firms' quality over the past three years [3][4]. Group 3: Audit Committee Responsibilities - The audit committee must evaluate the performance of the accounting firms annually and report to the board of directors [6][9]. - The committee should maintain caution regarding changes in accounting firms, especially if there are multiple changes within a year or significant fluctuations in audit fees [4][6]. Group 4: Documentation and Compliance - The company must archive all documents related to the selection and appointment of accounting firms for at least ten years [6][9]. - Any changes in accounting firms must be completed before the end of the fourth quarter of the audited year [7][8].

Core Points - The company establishes an Audit Committee to enhance decision-making and ensure effective supervision of management by the Board of Directors [1][2] - The Audit Committee is responsible for overseeing internal and external audits, as well as the internal control system [1][3] - The committee consists of three members, including two independent directors, with one being a professional accountant [2][3] Structure and Composition - The Audit Committee members are elected by the Board of Directors and serve a term aligned with their directorship [2][3] - The committee includes a chairperson who is an independent director with accounting expertise [2][3] - If a committee member ceases to be a director, they automatically lose their committee position [2] Responsibilities and Authority - The Audit Committee reviews financial information, supervises audit work, and evaluates internal controls [3][4] - Key decisions require a majority agreement from the committee before being submitted to the Board [4][5] - The committee is tasked with guiding and supervising the internal audit institution and ensuring compliance with internal control standards [5][6] Internal Audit Procedures - The internal audit institution reports directly to the Audit Committee and must maintain independence from the finance department [3][4] - The internal audit institution is required to submit an annual report and quarterly updates to the Audit Committee [5][6] - The committee must ensure that any significant internal control deficiencies are reported to the Shenzhen Stock Exchange [5][6] Meeting Protocols - The Audit Committee holds regular meetings at least quarterly, with provisions for special meetings as needed [8][9] - A quorum requires two-thirds of the committee members to be present, and decisions are made by majority vote [9][10] - Meeting records must be kept, and confidentiality is required from all attendees [10][11] Implementation and Amendments - The working rules of the Audit Committee take effect upon approval by the Board of Directors [11] - Any conflicts with national laws or the company's articles of association will be resolved in favor of the latter [11]

Core Points - The article outlines the insider information management system of Shanghai Kaixin Separation Technology Co., Ltd, aiming to regulate insider information handling, enhance confidentiality, and prevent insider trading [1][2][3] Group 1: Insider Information Management - The board of directors is designated as the management body for insider information, responsible for timely registration and reporting of insider information knowledge personnel [1][2] - The securities affairs department is tasked with daily management of insider information, requiring approval from relevant department heads before external reporting [2][3] - Insider information includes significant changes in business policies, major investments, important contracts, and any events that could materially affect the company's financial status or stock price [3][4] Group 2: Scope of Insider Information - Insider information encompasses various aspects such as major asset transactions, significant losses, changes in management, and any legal proceedings that could impact the company [3][4][5] - Individuals classified as insider information knowledge personnel include company directors, senior management, and external parties who may access insider information due to their roles [4][5] Group 3: Registration and Reporting - The company must maintain accurate records of insider information knowledge personnel, including their details and the context in which they received insider information [6][7] - Insider information knowledge personnel must confirm their understanding of the information and the circumstances under which they received it [6][7] - The company is required to submit insider information knowledge personnel records to the Shenzhen Stock Exchange within five trading days after the information is publicly disclosed [7][8] Group 4: Confidentiality and Compliance - Insider information knowledge personnel are obligated to maintain confidentiality and are prohibited from trading based on insider information before it is publicly disclosed [10][11] - The company must ensure that any external parties receiving non-public information have signed confidentiality agreements [11][12] - Violations of insider information regulations may lead to disciplinary actions, including termination and legal consequences [12][13]

Core Points - The document outlines the regulations for the management, custody, and use of seals at Shanghai Kaixin Separation Technology Co., Ltd. to ensure legality, seriousness, and security in seal usage [1][7] - The regulations apply to both the company and its subsidiaries, detailing the types of seals managed and the procedures for their creation, custody, and usage [1][2] Seal Management - The types of seals managed include company seals, financial seals, contract seals, invoice seals, legal representative seals, departmental seals, business seals, and electronic seals [1][2] - Seals must be created by designated personnel at approved units and must comply with national regulations [2][3] Seal Custody - Each type of seal must be kept by designated personnel, with specific roles assigned for different seals, such as the general manager for company seals and the finance department for financial seals [2][3] - Electronic seals are managed with the assistance of the IT department to ensure information security [2][3] Seal Usage - The use of seals requires prior approval, with a formal application process that includes submitting a seal usage application form [3][4] - The principle of "approval before sealing" is emphasized, ensuring that all documents are verified before a seal is applied [5][6] Seal Re-creation and Destruction - Seals can only be re-created under specific circumstances, such as name changes, damage, or loss [6][7] - Procedures for the destruction of seals are outlined, including the need to retain impressions of destroyed seals for record-keeping [6][7] Accountability - Seal custodians are responsible for verifying the compliance of seal usage applications and may face consequences for improper use [6][7] - Any loss of seals must be reported immediately, with potential disciplinary actions for delays in reporting [6][7]

Core Points - The document outlines the rules and regulations governing the shareholders' meetings of Shanghai Kaixin Separation Technology Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3]. Group 1: General Provisions - The company must convene shareholders' meetings in accordance with the Company Law, Securities Law, and its own Articles of Association [1]. - Shareholders' meetings are categorized into annual and extraordinary meetings, with specific timelines for their convening [1][2]. - Legal opinions must be obtained for the validity of the meeting's procedures, attendance, and voting results [1][2]. Group 2: Convening Shareholders' Meetings - The board of directors is responsible for convening meetings within specified timeframes, and independent directors can propose extraordinary meetings [2][3]. - If the board fails to respond to requests for extraordinary meetings, the audit committee or shareholders holding over 10% of shares can convene the meeting themselves [3][4]. Group 3: Proposals and Notifications - Proposals for meetings must fall within the scope of the shareholders' authority and be submitted in writing [5][6]. - Notifications for annual meetings must be sent 20 days in advance, while notifications for extraordinary meetings must be sent 15 days prior [6][7]. Group 4: Conducting Shareholders' Meetings - Meetings must be held at the company's registered address or a location specified in the Articles of Association [8][9]. - All shareholders on the register have the right to attend and vote, either in person or by proxy [9][10]. - The meeting must be presided over by the chairman or a designated representative, and the attendance and voting results must be recorded [11][12]. Group 5: Voting and Resolutions - Resolutions can be classified as ordinary or special, with different voting thresholds required for approval [13][14]. - The voting process must be transparent, and results must be announced immediately after the meeting [18][19]. - Any resolutions that violate laws or regulations are deemed invalid [20][21].

Core Points - The company aims to enhance its corporate governance structure by establishing a set of rules for independent directors, in accordance with relevant laws and regulations [1][4] - 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 affect their independent judgment [1][2] - The company will hold special meetings exclusively for independent directors to ensure independent decision-making [3][4] Summary by Sections Independent Director Meetings - Special meetings for independent directors must be convened by a majority of independent directors, and if the convenor is unable to fulfill their duties, two or more independent directors can call the meeting [2] - Independent directors are required to attend these meetings in person or review materials beforehand if unable to attend [2][3] Special Powers and Responsibilities - Certain special powers, such as hiring external consultants for audits or proposing meetings, require approval from a special meeting of independent directors [2][3] - Specific matters, including related party transactions and changes to commitments, must be discussed in these special meetings before being submitted to the board [2][3] Record Keeping and Confidentiality - Independent directors must maintain detailed work records of their duties, which include meeting records and communications with company staff [3] - The company is responsible for providing support for these meetings and covering necessary expenses for independent directors [3][4] - All attending independent directors have a confidentiality obligation regarding the matters discussed in the meetings [3]

Core Viewpoint - The company has established a system to enhance the accountability and quality of annual report disclosures, ensuring compliance with relevant laws and regulations [1][2]. Group 1: Disclosure Responsibilities - The system applies to the company's controlling shareholders, actual controllers, directors, senior management, department heads, subsidiary heads, and other personnel involved in annual report disclosures [1]. - Company personnel must strictly adhere to the "Enterprise Accounting Standards" to ensure that financial reports accurately reflect the company's financial status, operating results, and cash flows [2]. Group 2: Error Recognition and Handling - Major errors in annual report disclosures include significant accounting errors in annual financial reports, major omissions, and discrepancies in performance forecasts [2][3]. - If significant errors are identified, the company must correct previously published financial reports and may need to hire a qualified accounting firm for auditing [3][4]. Group 3: Accountability Procedures - The company will investigate the causes of significant errors and determine responsibility, with the board of directors making decisions on accountability [4][5]. - Responsibility for major errors is categorized into direct responsibility and leadership responsibility, with department staff held accountable for the accuracy of the information they provide [5]. Group 4: Consequences of Accountability - Consequences for accountability may include corrective actions, termination of employment, and potential legal action for severe cases [5][6]. - The results of accountability for major errors will be included in the annual performance evaluation of relevant departments and personnel [6].

上海凯鑫分离技术股份有限公司 委托理财管理制度 第六条 公司如因交易频次和时效要求等原因难以对每次委托理财履行审 议程序和披露义务的，可以对未来 12 个月内委托理财范围、额度及期限等进行 合理预计： （一） 委托理财额度占公司最近一期经审计净资产 10%以上且绝对金额 超过 1,000 万元人民币的，应当在投资之前经董事会审议通过并及时履行信息披 露义务。 第一章 总则 第一条 为加强与规范上海凯鑫分离技术股份有限公司（以下简称"公司"） 委托理财业务的管理，有效控制风险，提高投资收益，维护公司及股东利益，根 据《中华人民共和国公司法》《中华人民共和国证券法》《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》《深圳证券交易所上市公司自律监管 指引第 7 号——交易与关联交易》等相关法律、法规、规范性文件及《上海凯鑫 分离技术股份有限公司章程》（以下简称"《公司章程》"）的规定，制定委托理财 管理制度（以下简称"本制度"）。 第二条 本制度所称委托理财是指公司委托银行、信托、证券、基金、期货、 保险资产管理机构、金融 ...

上海凯鑫分离技术股份有限公司 对外投资管理制度 第一章 总 则 第一条 为规范上海凯鑫分离技术股份有限公司（以下简称"公司"或"本公 司"）的对外投资行为，防范对外投资风险，提高对外投资效益，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》（以 下简称"《证券法》"）、《深圳证券交易所创业板股票上市规则》(下称"《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》等有关法律、法规、规范性文件和《上海凯鑫分离技术股份有限 公司章程》（以下简称"《公司章程》"）的有关规定，特制定《上海凯鑫分离技 术股份有限公司对外投资管理制度》（以下简称"本制度"）。 第二条 本制度适用于公司及公司的全资、控股子公司（以下简称"子公司"）。 对外投资的形式包括：新设公司或企业的资本金投资、续存公司或企业的股 权或股票投资、合伙企业出资份额、长期债券、可转债、债券、基金、分红型保 险、理财产品、套期保值工具、委托理财等投资行为。 第三条 本制度所称的对外投资，是指公司以货币资金出资，或以实物、知 识产权、土地使用权等可以用货币估价并可以依法转让的非货币财 ...