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].

General Principles - The purpose of the management measures is to standardize the management of commercial secrets, prevent leakage incidents, and protect the company's legal rights for stable and efficient development in a competitive market [1] - All employees have an obligation to keep the company's commercial secrets confidential [1] - The administrative department is designated as the management department for commercial secrets [1] Scope of Commercial Secrets - Commercial secrets refer to non-public, commercially valuable information that has been protected by the rights holder through appropriate confidentiality measures [3] - Examples of commercial secrets include undisclosed company strategies, cooperation contracts, internal meeting records, financial data, and unpublicized procurement information [3][4] Classification and Management of Commercial Secrets - Commercial secrets are classified into three levels: Level 1, Level 2, and Level 3, based on the potential damage from their disclosure [4][5] - Level 1 secrets are critical to the company's survival and development, with severe consequences if leaked [5] - Level 2 secrets can cause significant damage if disclosed, while Level 3 secrets may lead to general damage [6] Reporting and Transmission of Commercial Secrets - Departments must report information to the company, with urgent matters reported directly to the general manager [7] - Information must be properly labeled and recorded for future reference [7] Confidentiality Regulations and Measures - The chairman of the board is responsible for managing commercial secrets at the board level, while the general manager oversees management-level secrets [8] - Employees must maintain confidentiality and avoid discussing company secrets in public or private settings [8][9] Violations and Penalties - Employees violating the confidentiality measures may face disciplinary actions, including warnings, demotions, or termination [11] - Serious violations may lead to legal consequences and compensation for damages [11] Applicability and Interpretation - The measures apply to the company and its subsidiaries, with any unresolved issues governed by national laws [12] - The board of directors is responsible for interpreting these measures [12]

Group 1 - The company held its 12th meeting of the 4th Supervisory Board on July 11, 2025, with all legal procedures followed for the meeting [1] - The Supervisory Board approved the proposal to amend the company's articles of association and to handle business registration changes, aiming to enhance operational standards and governance structure [1][2] - The proposal to increase capital by 50 million yuan to its wholly-owned subsidiary, Hebei Anoda Automotive Shock Absorber Manufacturing Co., Ltd., for the construction of an intelligent manufacturing project for automotive suspension shock absorbers was approved [2][3] Group 2 - The total investment for the intelligent manufacturing project is estimated at 170 million yuan, with approximately 14.15 million yuan sourced from the remaining funds raised from the initial public offering [2][3] - The Supervisory Board approved the adjustment of the grant price for the 2024 restricted stock incentive plan, confirming compliance with relevant regulations [3][4] - The first vesting condition of the 2024 restricted stock incentive plan was deemed fulfilled, allowing the company to proceed with the vesting process for eligible participants [4][5] Group 3 - The Supervisory Board agreed to void a portion of the restricted stocks that had been granted but not yet vested, ensuring no harm to shareholders' interests [5]

Core Points - The document outlines the management system for the resignation of directors and senior management personnel at Baoding Dongli Machinery Manufacturing Co., Ltd, aiming to ensure stable corporate governance and protect shareholders' rights [1][2][8] Chapter Summaries General Principles - The system is established in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China and the rules of the Shenzhen Stock Exchange [1] Resignation Circumstances and Effectiveness - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company [2] - If a director's term expires without re-election, they automatically resign on the date the shareholders' meeting resolution is passed [2] Transfer Procedures and Unresolved Matters - Directors and senior management must transfer all relevant documents and assets within five working days after their resignation [3] - If the departing personnel are involved in significant matters, an audit may be initiated by the audit committee [3] Obligations of Departing Directors and Senior Management - Departing personnel must fulfill their obligations to the company and shareholders, including confidentiality regarding trade secrets, which remains effective for two years post-resignation [5] - There are restrictions on the transfer of shares by directors and senior management during and after their tenure [5] Accountability Mechanism - The board of directors will review any breaches of obligations by departing personnel and may pursue compensation for losses incurred [6][8]

Core Viewpoint - The company plans to invest approximately 17 million yuan in the new intelligent manufacturing project for automotive suspension dampers, utilizing 14.15 million yuan of remaining over-raised funds and the rest from self-raised funds, with a construction period of 18 months [1][2][6]. Fundraising Overview - The company raised a total of 395.47 million yuan from its initial public offering, with a net amount of 395.47 million yuan after deducting related expenses [2][5]. - The remaining over-raised funds amount to 95.47 million yuan, of which 28 million yuan has been used to permanently supplement working capital [5][6]. Project Details - The new project, named the Hebei Anoda Automotive Suspension Damper Intelligent Manufacturing Project, will involve the purchase of over 150 mechanical processing equipment and several automated production lines [6][9]. - The project aims to enhance the company's product offerings and support its sustainable development [6][9]. Market Analysis - The global shock absorber market is projected to exceed 13.09 billion USD in sales by 2024, with a compound annual growth rate (CAGR) of 7.87% in China's automotive shock absorber market from 2021 to 2023 [7][8]. - The company aims to address the growing demand for high-performance dampers, particularly in the off-road vehicle segment, where the modification rate exceeds 18% [8][9]. Economic Benefits - Upon completion, the project is expected to generate annual revenue of 40 million yuan and a net profit of 4 million yuan [10]. Risk Management - The company has identified potential market risks and plans to implement measures such as establishing a dynamic tracking mechanism for market demand and enhancing its marketing network [10][11]. - Management risks will be mitigated through improved organizational structure and talent acquisition [11]. Regulatory Compliance - The project requires approval from the shareholders' meeting and will adhere to relevant regulations regarding the use of raised funds [12][14].

Core Viewpoint - Baoding Dongli Machinery Manufacturing Co., Ltd. has revised its Articles of Association and internal management systems to enhance operational standards and improve corporate governance structure [1]. Summary by Sections Revision of Articles of Association - The company held its 14th meeting of the 4th Board of Directors on July 11, 2025, where it approved the proposal to amend the Articles of Association and to register changes with the industry and commerce administration [1]. - The amendments aim to protect the legal rights of the company, shareholders, and creditors, and to standardize the company's organization and behavior in accordance with relevant laws and regulations [1]. Specific Amendments - Article 1: The purpose of the Articles is to protect the legal rights of the company, shareholders, and creditors, and to standardize the company's organization and behavior [3]. - Article 6: The registered capital of the company remains at RMB 146.8 million, with provisions for changes in registered capital to be synchronized with amendments to the Articles [3]. - Article 8: The chairman of the board is designated as the legal representative of the company, and upon resignation, the company must appoint a new legal representative within 30 days [4]. - Article 9: The company assumes legal responsibility for civil activities conducted by the legal representative [4]. - Article 10: Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [4]. - Article 16: The issuance of shares must adhere to principles of openness, fairness, and justice, ensuring equal rights for all shares of the same type [3]. - Article 22: The company and its subsidiaries are prohibited from providing financial assistance for the acquisition of its shares, except for employee stock ownership plans [5]. - Article 27: The company can increase capital through various methods, including public and private placements [6]. - Article 38: Shareholders are entitled to request the company to convene a temporary shareholders' meeting under certain conditions [18]. Governance and Responsibilities - The company must disclose any guarantees provided after board approval and submit certain guarantees to the shareholders' meeting for approval [20]. - The company’s controlling shareholders and actual controllers must exercise their rights and fulfill obligations in accordance with laws and regulations, ensuring the protection of the company's interests [15]. - Shareholders holding more than 5% of voting shares must report any pledges of their shares to the company on the day the event occurs [16].

Core Viewpoint - The supervisory board of Baoding Dongli Machinery Manufacturing Co., Ltd. has verified the list of incentive objects for the first vesting period of the 2024 restricted stock incentive plan, confirming that 152 out of the proposed candidates meet the necessary qualifications [1][2] Group 1 - The supervisory board conducted a review based on relevant laws and regulations, including the Company Law and the Securities Law of the People's Republic of China, as well as the company's articles of association [1] - Three incentive objects were disqualified due to resignation, while the remaining 152 candidates were found to be compliant with the legal and regulatory requirements [1] - The total number of restricted stocks eligible for vesting is 1,009,350 shares, which aligns with the conditions set forth in the relevant laws and regulations [2]

Summary of Key Points Core Viewpoint - Dongli Machinery plans to adjust the guarantee limits for its wholly-owned subsidiaries to support their operational funding needs, increasing the guarantee limit for subsidiaries with a debt-to-asset ratio below 70% from 200 million RMB to 300 million RMB, and for those above 70% based on the latest audited total assets [1][2]. Group 1: Guarantee Situation Overview - Dongli Machinery intends to apply for financing up to 400 million RMB from banks, covering various financing types including working capital loans and project loans [1]. - The main guarantee methods include pledging intangible assets and the parent company guaranteeing its wholly-owned subsidiaries [1]. - The effective period for the financing and guarantee application is 12 months from the board's approval date [1]. Group 2: Adjusted Guarantee Limits - The adjusted guarantee limit for subsidiaries with a debt-to-asset ratio below 70% is now set at 300 million RMB, while the limit for those above 70% will be based on 30% of the latest audited total assets [2]. - The adjustments require shareholder meeting approval, while other contents of the guarantee proposal remain unchanged [2]. Group 3: Financial Overview of Subsidiaries - As of the latest financial reports, the total assets and liabilities of the subsidiaries are as follows: - Shandong Anoda Automotive Parts Manufacturing Co., Ltd.: Total assets of 641.51 million RMB, total liabilities of 142.81 million RMB, and net assets of 502.32 million RMB [5]. - Dongli Deutschland GmbH: Total assets of 982.81 million RMB, total liabilities of 909.69 million RMB, and net assets of 73.13 million RMB [6]. - Hebei Anoda Automotive Shock Absorber Manufacturing Co., Ltd.: Established in February 2023 with a registered capital of 10 million RMB [6][7]. Group 4: Board of Directors' Opinion - The board believes that the adjustment of the guarantee limits will help meet the funding needs of wholly-owned subsidiaries and promote their operational development [8]. - The subsidiaries are performing well, and the guarantee risks are considered controllable, ensuring no harm to the company's or minority shareholders' interests [8]. Group 5: Cumulative Guarantee and Overdue Guarantee - As of the announcement date, the total external guarantees approved within the last 12 months amount to 460 million RMB, representing 50.41% of the latest audited net assets [8]. - The balance of guarantees provided is 101.20 million RMB, accounting for 11.09% of the latest audited net assets, all of which are guarantees for wholly-owned subsidiaries [8].

Core Viewpoint - The company has approved a compensation plan for its directors and senior management for the year 2025, aimed at enhancing motivation and operational efficiency [1][2]. Group 1: Compensation Plan Overview - The compensation plan applies to all directors and senior management of the company [1]. - The plan includes a fixed allowance for independent directors set at 120,000 per year (pre-tax), paid monthly [1]. - Directors' compensation consists of a monthly salary and an annual bonus, with the monthly salary based on their specific roles and the annual bonus determined by performance evaluations [2]. Group 2: Senior Management Compensation - Senior management's compensation (excluding directors) also comprises a monthly salary and an annual bonus, with similar structures for salary determination and bonus allocation based on performance evaluations [2]. - The compensation and allowances are calculated based on the actual tenure of the individuals [2]. Group 3: Implementation and Governance - The plan is effective immediately and authorizes the company's management to implement the specific disbursement details [2].