国浩律师（上海）事务所 股东大会法律意见书 国浩律师（上海）事务所 关于保定市东利机械制造股份有限公司 本法律意见书依据中国有关法律、法规的规定而出具。 本所律师同意将本法律意见书作为公司 2025 年第一次临时股东大会的必备 文件公告，并依法对本所出具的法律意见承担责任。 本所律师已经对与出具法律意见书有关的所有文件材料进行审查判断，并据 此出具法律意见如下： 1 国浩律师（上海）事务所 股东大会法律意见书 2025 年第一次临时股东大会的法律意见书 致：保定市东利机械制造股份有限公司 保定市东利机械制造股份有限公司（以下简称"公司"）2025 年第一次临时 股东大会定于 2025 年 7 月 31 日召开，国浩律师（上海）事务所（以下简称"本 所"）接受公司的委托，指派本所律师出席会议，并依据《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》"）、中国证券监督管理委员会发布的《上市公司股东会规则》（以下简 称"《股东会规则》"）及其他现行有效的法律、法规及规范性文件规定及《保 定市东利机械制造股份有限公司章程》（以下简称"《公司章程》"）出具本法 律意见书 ...

保定市东利机械制造股份有限公司（以下简称"公司"）于 2025 年 7 月 30 日召开 2025 年第一次职工代表大会，审议选举职工代表董事相关事项。本次会 议的召开及表决程序符合《公司法》《公司章程》等有关规定。 经全体与会职工代表民主讨论，形成如下决议： 审议通过《关于选举马会坡为第四届董事会职工代表董事的议案》。 为完善公司治理结构，确保董事会规范运行，根据《公司法》《公司章程》 等相关规定，选举马会坡为第四届董事会职工代表董事，任期自 2025 年第一次 临时股东大会审议通过《关于修订<公司章程>并办理工商变更登记的议案》，马 会坡离任职工代表监事之日起至第四届董事会任期届满之日止。马会坡符合法律 法规及规范性文件和《公司章程》关于担任上市公司职工代表董事的任职资格， 本次职工董事选举后，公司第四届董事会中兼任公司高级管理人员以及由职工代 表担任的董事人数未超过公司董事总数的二分之一，符合相关法律法规的要求。 马会坡简历见附件。 证券代码：301298 证券简称：东利机械 公告编号：2025-050 保定市东利机械制造股份有限公司 关于选举职工代表董事的公告 本公司及董事会全体成员保证信息披露的内容 ...

证券日报网讯东利机械（301298）7月30日在互动平台回答投资者提问时表示，公司主营产品是汽车零 部件，公司与机器人制造相关的企业目前没有取得合作。公司的生产线属于柔性生产线，只要符合公司 加工能力和技术要求的产品公司都可以加工。 ...

Core Viewpoint - The company, Dongli Machinery, focuses primarily on automotive parts and has not established partnerships with robotics manufacturing companies, despite the growing interest in industrial robots and humanoid robots in the industry [1][3]. Group 1: Company Operations - Dongli Machinery's main products are automotive components [1]. - The company's production line is flexible, allowing for the processing of any products that meet its processing capabilities and technical requirements [1]. - The company is open to considering suggestions but remains focused on its core business in the automotive parts sector [1]. Group 2: Industry Context - There has been significant development in the application of industrial robots, particularly with the proliferation of humanoid robots, which has greatly advanced the industry [3]. - An investor inquired about potential collaborations with robotics manufacturing companies and the capability of the company's flexible production line to meet the needs of robot component production [3].

Core Viewpoint - The document outlines the external guarantee management system of Baoding Dongli Machinery Manufacturing Co., Ltd, aiming to regulate external guarantee behaviors, control operational risks, and comply with relevant laws and regulations [1][2]. Summary by Sections General Principles - The external guarantee refers to the company providing guarantees for debts owed by third parties, including forms such as guarantees, mortgages, and pledges [1]. - The decision-making bodies for external guarantees are the shareholders' meeting and the board of directors, requiring approval for all external guarantee actions [2]. Regulations for External Guarantees - External guarantees must undergo a multi-layered review process involving the finance director and relevant departments for initial review and daily management [2]. - Subsidiaries are prohibited from providing external guarantees without company approval, and must notify the company of any decisions made by their own boards [2][3]. - Guarantees must require counter-guarantees from the other party, with assets such as land and property, and must comply with legal registration requirements [2]. Approval Process - Certain guarantees require board approval and subsequent shareholder meeting approval if they exceed specific thresholds, such as 10% of the latest audited net assets for a single guarantee or 50% for total guarantees [3][4]. - The board must approve guarantees involving related parties, and shareholders with conflicts of interest must abstain from voting [4][5]. Application and Review Procedures - The finance department is responsible for receiving and reviewing guarantee applications, which must include detailed financial and operational information about the applicant [8][10]. - The board of directors must carefully assess the risks associated with guarantees and may seek external evaluations if necessary [10]. Daily Management and Risk Control - Written contracts must be established for all guarantees, and the finance department is responsible for ongoing management and monitoring of the financial health of the guaranteed parties [10][11]. - Any significant adverse changes in the financial situation of the guaranteed party must be reported to the board promptly [10]. Legal Responsibilities - All directors are required to adhere to the established procedures for reviewing guarantees and may be held liable for any losses resulting from violations [11][12]. - The document stipulates that any unapproved guarantees or breaches of duty by management will lead to accountability for the responsible parties [12].

Core Viewpoint - The document outlines the selection and appointment procedures for accounting firms by Baoding Dongli Machinery Manufacturing Co., Ltd, emphasizing the importance of maintaining shareholder interests and ensuring the quality of financial information [1][2]. Group 1: Selection Process - The selection of accounting firms must be approved by the Board of Directors and the shareholders' meeting, ensuring no interference from controlling shareholders before these approvals [2][3]. - The Audit Committee is responsible for proposing the selection of accounting firms and overseeing the audit process, including establishing policies and evaluating proposals [3][4]. Group 2: Quality Requirements - Selected accounting firms must possess independent legal status, relevant qualifications, and a good record of professional ethics and audit quality [2][5]. - The Audit Committee must maintain vigilance regarding changes in accounting firms, especially concerning quality issues or significant fee changes [4][5]. Group 3: Appointment Procedures - The selection process should involve competitive negotiations, public bidding, or invited bidding to ensure fairness and transparency [4][5]. - The selected accounting firm can be retained for a maximum of eight years, with the possibility of renewal upon approval from the Board and shareholders [5][6]. Group 4: Evaluation and Reporting - The Audit Committee must evaluate the performance of the accounting firm annually and report to the Board [3][12]. - Any significant changes in audit fees or the need for a change in the accounting firm must be disclosed in the financial reports [8][9]. Group 5: Termination and Replacement - The company must replace the accounting firm if there are significant quality defects or if the firm cannot meet reporting deadlines [10][11]. - The Audit Committee is responsible for investigating the reasons for any termination and must follow proper procedures for appointing a new firm [10][11].

Core Viewpoint - The document outlines the financial assistance management system of Baoding Dongli Machinery Manufacturing Co., Ltd, aiming to standardize external financial assistance practices, mitigate financial risks, enhance corporate governance, and improve information disclosure quality [1][2]. Chapter 1: General Principles - The system is established to regulate the company's external financial assistance activities, ensuring compliance with relevant laws and regulations [1]. - External financial assistance includes both paid and unpaid funding provided by the company and its subsidiaries, with specific exceptions outlined [1][2]. Chapter 2: Approval Authority and Procedures - Financial assistance must be reviewed by the finance department and approved by the board of directors or shareholders' meeting, with a requirement for two-thirds majority approval [6][7]. - Certain conditions necessitate submission to the shareholders' meeting for approval, particularly when the assistance amount exceeds 10% of the company's latest audited net assets [3][4]. Chapter 3: Information Disclosure - The company must disclose key details about financial assistance, including the nature of the assistance, the recipient's basic information, risk prevention measures, and the board's assessment of the recipient's repayment ability [5][6]. - Disclosure is required if the recipient fails to repay on time or faces financial difficulties [6][7]. Chapter 4: Responsibilities and Division of Labor - The finance department is responsible for the daily management of financial assistance, including assessing the recipient's financial health and ensuring compliance with the approval process [16][18]. - The internal audit department oversees the compliance of financial assistance activities, ensuring the safety and integrity of funds [18]. Chapter 5: Accountability - The company will hold individuals accountable for any violations of the financial assistance regulations that result in losses or negative impacts [10]. Chapter 6: Supplementary Provisions - The document specifies that any unaddressed matters will be governed by national laws and regulations, and the board of directors is responsible for the formulation, interpretation, and revision of the system [12].

Core Viewpoint - The document outlines the management system for entrusted financial management by Baoding Dongli Machinery Manufacturing Co., Ltd. and its wholly-owned subsidiaries, aiming to regulate operations, control risks, and enhance investment returns while safeguarding the interests of the company and its shareholders [1]. Group 1: General Principles - The entrusted financial management is defined as the act of utilizing idle funds and raised funds to increase cash asset returns by entrusting professional financial institutions for investment and management [1][2]. - The management principles include "standardized operation, risk prevention, cautious investment, and value preservation and appreciation," prioritizing the normal operation and development of the company's main business [2]. Group 2: Approval and Execution Procedures - Any entrusted financial management activities by subsidiaries must be reported to the company for approval, and no activities can be conducted without such approval [2]. - The approval process for using idle self-owned funds for entrusted financial management requires board approval if the amount exceeds 10% of the latest audited net assets and is over 10 million RMB [3]. - If the amount exceeds 50% of the latest audited net assets and is over 50 million RMB, it must also be submitted for shareholder meeting approval [3]. Group 3: Risk Management and Supervision - The company must ensure that the financial products are issued by qualified institutions with good credit and financial status, and a written contract must be signed to clarify the rights and obligations of both parties [2][3]. - The capital department is responsible for feasibility analysis, risk assessment, and monitoring the execution of entrusted financial management activities [5][6]. Group 4: Accounting and Disclosure - Upon completion of entrusted financial management, the company must obtain investment proof and timely record it, ensuring compliance with accounting standards [8]. - The securities department is responsible for disclosing information related to entrusted financial management in accordance with relevant laws and regulations [10][11].