Core Viewpoint - The company has established a long-term mechanism to prevent the controlling shareholder and other related parties from occupying its funds, ensuring compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The company aims to strictly prevent non-operating fund occupation by controlling shareholders and related parties, focusing on building a long-term mechanism [2]. - The company is prohibited from providing funds, assets, or resources to controlling shareholders and related parties through various means, including prepayment of expenses [2][3]. - Any related transactions must adhere to the decision-making procedures outlined in the relevant regulations [3]. Group 2: Responsibilities and Measures - The board of directors is responsible for managing the prevention of fund occupation, with the chairman being the primary responsible person [3][4]. - The finance department is tasked with implementing measures to prevent fund occupation and must regularly report on the situation [4][5]. - The audit department is responsible for daily supervision and must report any irregularities regarding fund occupation [5]. Group 3: Accountability and Penalties - Controlling shareholders and related parties who violate the regulations will bear compensation responsibilities for any losses incurred [6][7]. - Directors and senior management who approve unauthorized fund occupation will face serious violations and may be held jointly liable for losses [7][8]. - The company will impose administrative and economic penalties on responsible individuals for any non-operating fund occupation that negatively impacts the company [8].

Core Points - The document outlines the rules for the shareholders' meeting of Baoding Dongli Machinery Manufacturing Co., Ltd, aiming to standardize procedures and protect shareholders' rights [1][2][3] - The shareholders' meeting is the highest authority and decision-making body of the company, which must operate within the legal framework established by the Company Law and the company's articles of association [3][4] - Shareholders have the right to attend or appoint proxies to attend the meeting, and they must comply with relevant laws and regulations [2][3] Group 1 - The rules apply to the convening, proposing, notifying, and conducting of shareholders' meetings, binding all shareholders, directors, and management [1][2] - The board of directors is responsible for convening the shareholders' meeting in a timely manner, ensuring its legality and efficiency [1][3] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [3][4] Group 2 - The company must report to the China Securities Regulatory Commission and the Shenzhen Stock Exchange if it cannot hold the annual or temporary shareholders' meeting within the specified time [4][5] - The meeting can be held at the company's registered address or another location determined by the board of directors, with provisions for online voting to facilitate participation [4][5] - Legal opinions will be sought on the legality of the meeting's procedures and the qualifications of attendees [5][6] Group 3 - Shareholders holding more than 10% of the company's shares can request a temporary shareholders' meeting, and the board must respond within ten days [6][8] - The board must provide necessary support for meetings convened by the audit committee or shareholders, including access to the shareholder register [9][10] - Proposals for the meeting must be within the scope of the shareholders' meeting authority and comply with legal and regulatory requirements [20][21] Group 4 - The notice for the annual meeting must be sent at least 20 days in advance, while temporary meetings require a 15-day notice [11][12] - The notice must include details such as the meeting time, location, agenda, and the rights of shareholders to attend and vote [12][13] - Voting can be conducted through various methods, including online platforms, to enhance accessibility for shareholders [21][22] Group 5 - The shareholders' meeting decisions can be classified into ordinary and special resolutions, with different voting thresholds required for each [46][47] - Ordinary resolutions require a simple majority, while special resolutions require at least two-thirds of the votes [46][48] - The company must ensure that the voting process is transparent and that results are disclosed promptly [67][68]

Core Points - The document outlines the management system for related party transactions of Baoding Dongli Machinery Manufacturing Co., Ltd, emphasizing the need for fairness, transparency, and protection of the rights of shareholders and creditors [1][2][3] Group 1: General Principles - Related party transactions must adhere to principles of honesty, fairness, and transparency, ensuring no harm to the company or non-related shareholders [1][2] - Related party transactions include various activities such as asset purchases, external investments, financial assistance, guarantees, leasing, and management contracts [1][2][3] Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have a significant control or ownership stake in the company, specifically those holding more than 5% of shares [2][3] - The document specifies criteria for identifying related legal entities and natural persons, including board members and their close family members [3][4] Group 3: Basic Principles of Related Transactions - Related transactions should follow principles of openness, fairness, and justice, with appropriate decision-making and disclosure obligations [8][9] - Pricing for related transactions must be fair, referencing government pricing, market prices, or reasonable costs plus profit [9][10] Group 4: Review and Disclosure of Related Transactions - Company personnel must carefully assess whether a transaction constitutes a related party transaction and fulfill reporting obligations if it does [11][12] - Transactions exceeding certain monetary thresholds require approval from independent directors and must be disclosed [14][15] Group 5: Approval Procedures - Transactions with related parties that exceed specified amounts must be approved by the board and disclosed, with related directors abstaining from voting [15][16] - The document outlines specific thresholds for transactions requiring shareholder approval, including those exceeding 30,000 RMB for individuals and 3,000,000 RMB for legal entities [15][16] Group 6: Responsibilities and Accountability - The document emphasizes the responsibility of departments to ensure the safety of transaction funds and prohibits unfair transactions that could harm the company [33][34] - The company reserves the right to freeze shares of major shareholders who misappropriate company funds until restitution is made [34][35] Group 7: Miscellaneous Provisions - The management system will be effective upon approval by the company's shareholders and will be interpreted by the board [36][39] - The document specifies that terms like "above," "below," and "not exceeding" include the stated numbers, while "less than" and "more than" do not [37][38]

Core Viewpoint - The document outlines the information disclosure management system of Baoding Dongli Machinery Manufacturing Co., Ltd, emphasizing the importance of transparency and compliance with relevant laws and regulations in the disclosure of information to protect the rights of shareholders and stakeholders [2][3]. Group 1: General Provisions - The company establishes this system to enhance information disclosure management, ensuring compliance with the Company Law, Securities Law, and other relevant regulations [2]. - The board of directors is the legal entity responsible for information disclosure, with all members bearing responsibility for the accuracy and completeness of disclosed information [3]. Group 2: Information Disclosure Obligations - Information that must be disclosed includes financial performance, major investments, mergers and acquisitions, and any events that could significantly impact stock prices [5][6]. - The company must ensure that all investors receive disclosed information simultaneously, prohibiting any advance disclosure to specific individuals or entities [5][6]. Group 3: Types of Disclosure Documents - The types of disclosure documents include periodic reports (quarterly, semi-annual, and annual reports) and temporary reports for significant events [15][16]. - Annual reports must include key financial data, shareholder information, and any significant events that occurred during the reporting period [18][19]. Group 4: Reporting Procedures - The company must report significant events that could impact stock prices immediately, detailing the event's cause, current status, and potential effects [27][28]. - The board of directors must be informed of any major events, and the company must disclose information in a timely manner to maintain transparency [30][31]. Group 5: Confidentiality and Compliance - The company must maintain confidentiality regarding undisclosed significant information and ensure that only a limited number of individuals are aware of such information before it is disclosed [36][37]. - Any violations of the disclosure regulations may result in disciplinary actions against responsible individuals, including potential termination [36][37].

Core Viewpoint - The document outlines the fundraising management system of Baoding Dongli Machinery Manufacturing Co., Ltd, aiming to enhance the efficiency and effectiveness of fundraising usage while protecting the rights of the company, shareholders, creditors, and employees [1]. Group 1: General Principles - The system is established to regulate the use and management of raised funds, ensuring compliance with relevant laws and regulations [1][2]. - The term "raised funds" refers to money obtained through the issuance of stocks or other equity-like securities for specific purposes, excluding funds raised for stock incentive plans [1]. Group 2: Fund Usage and Management Principles - Raised funds can only be used for projects publicly announced by the company, with the board responsible for assessing the feasibility of investment projects based on various factors [2][3]. - The board must ensure that the use of raised funds is transparent, standardized, and beneficial to the company and its investors [2][3]. Group 3: Fund Storage and Verification - Upon receiving raised funds, the company must promptly complete verification procedures and store the total amount in a designated account [3][4]. - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the commercial bank where the funds are stored [5][6]. Group 4: Fund Usage Regulations - The company is prohibited from changing the purpose of raised funds without shareholder approval and must ensure the authenticity and fairness of fund usage [3][4][5]. - Funds must be used according to the investment plan disclosed in the issuance application, and any significant deviations must be reported [7][8]. Group 5: Reporting and Supervision - The board is required to continuously monitor the actual storage, management, and usage of raised funds, providing semi-annual and annual reports [18][19]. - Independent directors must ensure that the actual usage of funds aligns with the company's disclosures, and they can hire accounting firms for verification [19][20]. Group 6: Legal Responsibilities - Violations of the fundraising management system may result in disciplinary actions against responsible individuals, including warnings or termination of employment [42].

General Principles - The purpose of the audit committee is to enhance the decision-making function of the board, ensuring effective supervision of the management and improving the corporate governance structure [1][2] - The audit committee is a specialized working body established by the board of directors, responsible for reviewing financial information and overseeing internal and external audit work [1][3] Composition of the Committee - The audit committee consists of three directors, with at least two-thirds being independent directors, and at least one independent director must be a professional in accounting [3][4] - The committee's convener must be an independent director with accounting expertise, responsible for leading the committee's work [4][5] Responsibilities and Authority - The audit committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [8][9] - Key responsibilities include approving financial reports, hiring or dismissing audit firms, and overseeing internal audit plans [8][9][10] Meeting Procedures - The audit committee must meet at least quarterly, with a quorum requiring the presence of two-thirds of its members [5][9] - Meetings can be called by the convener or upon request by two or more members, and decisions require a majority vote [9][12] Reporting and Documentation - The committee must report its decisions to the board of directors, and all meeting records must be maintained for at least ten years [13][30] - Members have confidentiality obligations regarding the information discussed in meetings [14] Amendments and Interpretation - The audit committee's working rules are subject to national laws and regulations, and any inconsistencies will defer to those laws [16][16] - The board of directors holds the authority to interpret these working rules [16]

Core Viewpoint - The company has established an internal review system for information release and response on the interactive platform to enhance communication with investors and improve governance standards [1][2]. Group 1: General Requirements - The company emphasizes integrity and compliance in information release and responses on the interactive platform, ensuring equal treatment of all investors and fostering a healthy market environment [1][2]. - Information released must be factual, accurate, and complete, and should not conflict with legally disclosed information [1][2]. - The company is prohibited from using misleading language and must avoid releasing unverified information [1][2][3]. Group 2: Content Norms - The company must not disclose any undisclosed significant information and should guide investors to official announcements for such matters [2][3]. - Responses must be fair and timely, ensuring that all compliant inquiries are addressed without selective disclosure [2][3]. - The company must refrain from discussing sensitive information that could violate confidentiality obligations [2][3]. Group 3: Internal Management - The Securities Department is responsible for managing inquiries and drafting responses, ensuring that all information is accurate and complete [6][7]. - The response drafting process involves collaboration with relevant departments to ensure comprehensive and truthful replies [6][7]. - All responses must undergo an approval process before being published on the interactive platform [6][7].

Core Viewpoint - The document outlines the internal reporting system for significant information at Baoding Dongli Machinery Manufacturing Co., Ltd, aiming to ensure timely, accurate, and comprehensive disclosure of information that may impact the company's stock and derivatives trading prices [1][2]. Group 1: General Provisions - The internal reporting system is established to regulate the reporting of significant information, ensuring quick transmission and effective management within the company [1]. - Significant information is defined as events that could substantially affect the trading prices of the company's stock and derivatives [1]. - The reporting obligations apply to various stakeholders, including board members, senior management, major shareholders, and others who may be privy to significant information [1][2]. Group 2: Scope of Significant Information - The types of significant information that must be reported include major transactions, related party transactions, significant litigation and arbitration matters, major risk events, and significant changes in company operations [2][4][5]. - Specific thresholds for reporting major transactions include those that exceed 10% of audited annual revenue or net profit, or absolute amounts over 1 million [2][4]. - Related party transactions must be reported if they exceed 0.5% of the company's total assets [4]. Group 3: Reporting Procedures - The company implements a real-time reporting system where obligated parties must report significant information immediately to the board chairman and secretary [7][8]. - The board secretary is responsible for analyzing reported information and determining if disclosure obligations are triggered [8]. - Required documentation for reporting includes details of the event, agreements, and any relevant legal or regulatory communications [8]. Group 4: Management of Reporting - All reporting parties must ensure that the information provided is timely, accurate, and complete, with strict management of internal communications to prevent leaks before public disclosure [9][10]. - Failure to comply with reporting obligations may result in disciplinary actions against responsible individuals [9].

Core Viewpoint - The company has established a comprehensive insider information management system to regulate the handling of insider information, enhance confidentiality, and prevent insider trading, thereby protecting the rights of investors [1][2]. Group 1: Insider Information Management - The management of insider information and the registration of insiders is led by the board of directors, with the chairman being the primary responsible person [2]. - The company prohibits any department or individual from disclosing insider information without board approval, ensuring that all external communications are vetted [2][3]. - Insiders are required to maintain confidentiality and are prohibited from trading company securities based on undisclosed information [3]. Group 2: Definition and Scope of Insider Information - Insider information refers to non-public information that could significantly impact the company's operations, finances, or stock prices [6]. - The scope of insider information includes major changes in business strategy, significant asset transactions, important contracts, and any events that could lead to substantial financial losses [6][7][8]. Group 3: Registration and Record-Keeping - The company must maintain accurate records of all individuals who have access to insider information, including their names, positions, and the specific information they are privy to [10][11]. - A registration confirmation form must be filled out for each insider, detailing the circumstances under which they received the information [10][11]. Group 4: Confidentiality Obligations - Insiders are required to sign confidentiality agreements and are informed of the legal consequences of breaching these obligations [18][19]. - The company must ensure that the number of individuals with access to insider information is minimized and that all related documents are securely stored [11][12]. Group 5: Accountability and Enforcement - The company is responsible for self-monitoring insider trading activities and must report any violations to regulatory authorities [24][25]. - Individuals found to have engaged in insider trading or leaking information may face legal consequences, including criminal charges [26].

Core Viewpoint - The profit distribution management system of Baoding Dongli Machinery Manufacturing Co., Ltd. aims to establish a scientific, sustainable, and stable distribution mechanism to enhance transparency and protect the rights of minority investors [1][2]. Chapter 1: General Principles - The company emphasizes the importance of shareholder returns and will make profit distribution decisions in accordance with the Company Law and its Articles of Association [1][2]. Chapter 2: Profit Distribution Order - The company will allocate its after-tax profits in the following order: 10% will be allocated to the statutory reserve fund, and any remaining profits will be distributed according to the shareholders' equity [2][3]. Chapter 3: Profit Distribution Policy - The profit distribution policy focuses on providing reasonable returns to shareholders while ensuring the company's sustainable operation. Cash or stock dividends may be distributed, and any violations by shareholders will result in deductions from their dividends [3][4]. Chapter 4: Profit Distribution Decision Mechanism - The board of directors must draft and review the profit distribution proposal, which will then be submitted to the shareholders' meeting for approval. The decision requires a majority vote from the shareholders present [6][7]. Chapter 5: Execution and Information Disclosure - The company must complete the distribution of dividends within two months after the shareholders' meeting decision. It is also required to disclose the profit distribution plan and the execution status in annual or semi-annual reports [19][21]. Chapter 6: Supplementary Provisions - Any matters not covered by this system will be governed by relevant laws and regulations, and the board of directors is responsible for interpreting the system [23][26].