Group 1: Company Overview and Strategic Partnerships - The company collaborates directly with major automotive manufacturers such as Great Wall Motors and Dongfeng Nissan, focusing on specific products [2] - The company has a strong partnership with Fuyao Glass, which continues to deepen, ensuring stable business growth [5] Group 2: Financial Impact and Risk Management - The impact of U.S. tariffs on the company is minimal, as most products are traded under EXW terms, with tariffs borne by customers [3] - The company is actively promoting localized production through its U.S. subsidiary to mitigate tariff risks [3] Group 3: Cost Reduction and Efficiency Improvement - The company has established an automation department to enhance production efficiency and reduce costs [3] - Digital management upgrades are being implemented through various systems (PLM, APS, ERP, MES, WMS, OA) to support efficient operations and decision-making [3] - Lean production principles are being adopted to optimize production processes and reduce costs [4] Group 4: Competitive Advantages - The company is the largest domestic supplier of injection and extrusion automotive glass components, providing a scale advantage [5] - Strong profitability and intelligent manufacturing capabilities contribute to cost advantages [5] - The company has a global presence as a supplier to major automotive glass manufacturers [5] - Advanced core technologies in product development and production processes give the company a technological edge [5] Group 5: Innovation and Future Prospects - The company is developing a new nano composite color coating technology that enhances safety in autonomous driving applications [5] - This technology addresses VOC pollution and reduces glare, improving product performance and market competitiveness [5]

Core Points - The document outlines the commitment management system of Hebei Keli Automotive Equipment Co., Ltd, aimed at strengthening the management of commitments made by various stakeholders to protect the rights of minority investors [1][2] - Commitments include actions taken during IPOs, refinancing, mergers, and daily operations to address issues like competition, asset injection, and ownership flaws [2][3] Commitment Management - Commitments must include specific details such as the nature of the commitment, execution methods, timelines, risk analysis, and guarantees if applicable [4][5] - Commitments should be clear, executable, and not based on ambiguous terms like "as soon as possible" [4][5] - Stakeholders must disclose relevant information timely and accurately, ensuring no misleading statements or omissions [3][6] Performance and Accountability - The company board must monitor the fulfillment of commitments, especially regarding annual performance promises, and disclose any discrepancies in financial reports [5][6] - If commitments are not fulfilled, the board must take measures to ensure accountability and disclose the situation, including any penalties [6][7] Legal Compliance - All commitments must comply with relevant laws and regulations, and any non-compliance must be disclosed to investors [5][8] - The document emphasizes that changes to commitments require approval from independent directors and must be disclosed to shareholders [4][6] Final Provisions - The commitment management system is subject to revisions based on changes in laws and regulations, with the board responsible for interpretation and amendments [8][9]

Core Viewpoint - The company aims to establish a transparent and sustainable profit distribution mechanism to enhance shareholder returns and protect the rights of minority investors [1][2]. Profit Distribution Policy - The company will prioritize shareholder returns and adhere to legal regulations when making profit distribution decisions [1][2]. - A special study will be conducted by the board regarding shareholder returns, ensuring that the opinions of minority shareholders are considered [2][3]. Profit Distribution Sequence - The after-tax profits will be allocated in a specific order, including the mandatory allocation to statutory reserves and addressing previous losses before distributing profits to shareholders [2][3]. - The company will not distribute profits from its own shares [3]. Principles of Profit Distribution - The company will implement a stable profit distribution policy that balances investor returns with sustainable development [3][4]. - Cash dividends will be prioritized, and the company aims to distribute at least 10% of the available profits in cash when conditions allow [4][5]. Specific Policies for Profit Distribution - The company will differentiate cash dividend proposals based on its development stage and any significant capital expenditure plans [5][6]. - The board will consider various factors, including industry characteristics and financial health, when proposing cash dividend plans [5][6]. Decision-Making Process - The board must seek input from independent directors and public investors when formulating profit distribution plans [7][8]. - The shareholders' meeting must approve the profit distribution plan with a majority vote [7][8]. Adjustments to Profit Distribution Policy - The company may adjust its profit distribution policy in response to significant changes in operations or external conditions, ensuring shareholder interests are protected [8][9]. - Any adjustments must be thoroughly discussed and approved by the board and shareholders [8][9]. Shareholder Return Planning - The company will develop a shareholder return plan that considers its long-term development and external financing environment [9][10]. - The plan will be reviewed every three years, incorporating feedback from shareholders, especially minority shareholders [9][10]. Execution and Disclosure of Profit Distribution - The company must complete the distribution of dividends within two months after the shareholders' meeting decision [10][11]. - Detailed disclosures regarding the cash dividend policy and its execution will be included in the annual report [11][12]. Supervision Mechanism - The audit committee will monitor the board's adherence to the cash dividend policy and ensure compliance with decision-making procedures [12].

Core Points - The document outlines the independent director working system of Hebei Keli Automotive Equipment Co., Ltd, aiming to enhance corporate governance and ensure compliance with relevant laws and regulations [1][2][3] Group 1: General Principles - The independent director is defined as a board member who does not hold any other position in the company and has no direct or indirect interests that could affect their independent judgment [1][2] - Independent directors must fulfill their duties independently, free from influence by the company or its major shareholders [2][3] - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [2][3] Group 2: Independence Requirements - Independent directors should not hold positions in the company or its affiliates, nor have significant shareholdings or relationships that could compromise their independence [4][5] - Independent directors are required to self-assess their independence annually and report their findings to the board [5][6] Group 3: Appointment and Election - The nomination and election of independent directors must be conducted in a lawful and standardized manner, with candidates needing to meet specific qualifications [13][14] - Independent directors can be nominated by shareholders holding at least 1% of the company's issued shares [14][15] Group 4: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [24][25] - They have the authority to independently hire external advisors for audits or consultations [25][26] Group 5: Performance and Reporting - Independent directors must submit an annual report detailing their activities, attendance at meetings, and interactions with shareholders [39][40] - The company is required to provide necessary support and resources for independent directors to fulfill their duties effectively [40][41] Group 6: Compensation and Insurance - The company must provide appropriate compensation for independent directors, which should be approved by the shareholders [46][47] - A liability insurance system may be established to mitigate risks associated with the normal performance of their duties [46][47]

Core Viewpoint - The document outlines the external investment management measures of Hebei Keli Automotive Equipment Co., Ltd., aiming to strengthen internal controls, standardize investment behaviors, mitigate risks, and enhance investment efficiency [1][3]. Group 1: Definition and Scope of External Investment - External investment refers to the act of the company investing monetary funds, equity, physical assets, or intangible assets into other organizations or individuals for future returns [1][2]. - The investment includes but is not limited to securities investment, entrusted financial management, and futures and derivatives trading [2]. Group 2: Investment Decision-Making - The decision-making bodies for external investments are primarily the shareholders' meeting and the board of directors, with specific thresholds for when investments must be submitted for approval [3][4]. - Investments exceeding certain thresholds, such as 50% of the previous year's audited revenue or net profit, must be approved by the shareholders' meeting [4]. Group 3: Regulations on Securities Investment - Securities investment must adhere to legal, prudent, and effective principles, with a focus on risk control and investment efficiency [7][9]. - The company cannot use raised funds for securities investment and must ensure that all securities are recorded under the company's name [15][19]. Group 4: Regulations on Entrusted Financial Management - The company can estimate the scope, amount, and duration of entrusted financial management for the next 12 months, with specific thresholds for board and shareholder approval [8][9]. - The company must select qualified financial institutions for entrusted management and cannot use this method to circumvent necessary approval processes [8][9]. Group 5: Regulations on Futures and Derivatives Trading - The company must prepare feasibility analysis reports for futures and derivatives trading, with certain transactions requiring shareholder approval [9][10]. - The company is prohibited from using raised funds for futures and derivatives trading and must establish internal control systems for these activities [10][11]. Group 6: Tracking and Supervision - The company is responsible for tracking the performance of external investment projects and must report to the board on the implementation status [18][19]. - The audit committee and audit department are tasked with supervising external investment activities, ensuring compliance with regulations and internal policies [19][20].

General Provisions - The work rules are established to improve management efficiency and level according to relevant laws and regulations, including the Company Law and the Articles of Association of Hebei Keli Automotive Equipment Co., Ltd [2][3] - The rules define the responsibilities and work division of the General Manager and Deputy General Manager [2][3] - The appointment and dismissal of senior management must strictly follow legal procedures without interference from any organization or individual [2][3] General Manager's Institution - The General Manager's institution consists of one General Manager, several Deputy General Managers, one Financial Officer, and one Board Secretary [3] - The personnel changes in the General Manager's institution must be approved by the Board of Directors [3] Powers of the General Manager and Other Senior Management - The General Manager is responsible for hosting the company's management work, implementing board resolutions, and reporting to the board [3][4] - The General Manager has the authority to decide on the use of company funds, asset disposal, and signing major contracts [5][6] - The Financial Officer assists the General Manager in financial management and is responsible for drafting financial management systems [6] Planning and Organization - The General Manager's team must formulate specific quarterly, semi-annual, and annual work plans based on the annual business plan approved by the Board [7][8] - The annual work plan must be developed after consulting with heads of various functional departments [7] Coordination and Control - The General Manager is responsible for overall coordination and control of daily operations [8][9] - The Deputy General Managers coordinate and control their respective business areas and resolve conflicts [8][9] General Manager Office Meeting System - The General Manager's office meeting is the highest decision-making body for daily management [9][10] - Meetings are held at least biannually, and the General Manager is the natural convener and host [10][11] Reporting System - The company adopts a hierarchical reporting system for operational activities, with regular reports to the Board of Directors [12][13] - The General Manager must report to the Board on significant changes that may affect company interests [12][13] Supplementary Provisions - The work rules will be interpreted by the Board of Directors and will take effect upon approval [14]

Core Viewpoint - The article outlines the compensation management system for the board of directors and senior management of Hebei Keli Automotive Equipment Co., Ltd, aiming to establish a fair and effective incentive mechanism to promote the company's sustainable development [1][5]. Group 1: Compensation Principles - The compensation for directors and senior management is based on the company's operational and management performance, considering the completion of business plans, responsibilities, and individual performance [1]. - The compensation distribution follows principles of matching responsibilities, rights, and interests, linking personal income to company performance, and ensuring fairness in assessment [3][4]. Group 2: Management Structure - The Board of Directors is responsible for reviewing the compensation of senior management, while the shareholders' meeting is responsible for reviewing the compensation of directors [2]. - The Compensation and Assessment Committee evaluates the performance of directors and senior management and proposes compensation amounts and reward methods to the Board [2]. Group 3: Compensation Standards - Independent directors receive a fixed allowance approved by the shareholders' meeting, with no additional compensation or social security benefits [3]. - Non-independent directors receive compensation according to their position without additional allowances [3]. - Senior management's compensation consists of a fixed salary and performance-based pay, with the latter determined by annual operational goals and individual performance [3]. Group 4: Salary Adjustments and Penalties - The compensation system should align with the company's development strategy and be adjusted as the company evolves [4]. - Penalties such as salary reductions or withholding performance bonuses can be applied for serious violations of company policies or causing significant economic losses [4]. Group 5: Implementation and Compliance - The compensation management system is subject to national laws and regulations, and any inconsistencies with these laws will defer to the legal provisions [5]. - The system will take effect upon approval by the shareholders' meeting and will be interpreted by the Board of Directors [5].

Core Points - Hebei Keli Automobile Equipment Co., Ltd. is established as a joint-stock company in accordance with the Company Law and other relevant regulations, with a registered capital of RMB 95.2 million [1][2] - The company plans to issue 17 million shares to the public, approved by the China Securities Regulatory Commission on February 26, 2024 [1] - The company's business scope includes manufacturing and selling automotive parts, mold design and manufacturing, and technical development in various fields [1][2] Chapter Summaries Chapter 1: General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior [1] - The company is registered in Qinhuangdao City and has a unified social credit code [1] - The chairman serves as the legal representative of the company, and the company is liable for civil activities conducted by the legal representative [1] Chapter 2: Business Objectives and Scope - The company's business objectives include creating value for customers, employees, society, and shareholders [1] - The business scope includes production and sales of automotive and mechanical parts, mold design, and technical development in various materials and equipment [1] Chapter 3: Shares - The company issues shares in the form of stocks with a par value of RMB 1 per share [2] - The company has issued a total of 95.2 million shares, all of which are ordinary shares [2] - The company cannot provide financial assistance for others to acquire its shares, except for employee stock ownership plans [2][3] Chapter 4: Shareholders and Shareholder Meetings - The company establishes a shareholder register based on the records provided by the securities registration and settlement institution [7] - Shareholders have rights to dividends, attend meetings, supervise operations, and transfer their shares [7][8] - The company must hold an annual shareholder meeting within six months after the end of the previous fiscal year [14] Chapter 5: Proposals and Notifications for Shareholder Meetings - Proposals must fall within the authority of the shareholder meeting and be clearly defined [58] - The company must notify shareholders of the meeting details at least 20 days in advance for annual meetings and 15 days for temporary meetings [60] Chapter 6: Voting and Resolutions of Shareholder Meetings - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [80][81] - Specific matters requiring special resolutions include amendments to the articles of association and changes in registered capital [82]

Core Points - The document outlines the external guarantee management system of Hebei Keli Automotive Equipment Co., Ltd, aiming to protect investors' rights and prevent guarantee risks [3][4][5] - The system specifies that external guarantees must be approved by the board of directors or shareholders and must adhere to principles of legality, prudence, mutual benefit, and safety [5][6][9] Group 1: General Principles - The external guarantee refers to the company providing guarantees, pledges, or other forms of security for third parties, including subsidiaries [4][5] - The total amount of external guarantees includes those provided to subsidiaries and must be managed uniformly [4][5] - The company must take necessary measures to prevent risks, such as requiring counter-guarantees from the parties being guaranteed [6][7] Group 2: Approval Process - The highest decision-making body for external guarantees is the shareholders' meeting, while the board of directors exercises decision-making authority based on the company's articles of association [15][16] - Guarantees exceeding 10% of the latest audited net assets or 50% of total assets require shareholder approval [9][10] - The board must conduct thorough investigations into the financial and operational status of the guaranteed party before making decisions [10][11] Group 3: Risk Management - The company must continuously monitor the financial status and debt repayment capabilities of the guaranteed parties [36][37] - In case of any signs of financial distress from the guaranteed party, the company must take necessary measures to control risks [38][39] - The company is required to disclose any external guarantees and their conditions in accordance with relevant regulations [42][43] Group 4: Responsibilities and Accountability - The board of directors and management personnel are accountable for any violations of the approval process and may face consequences based on the severity of the situation [47][48] - The company must ensure that all guarantee contracts are legally compliant and that any necessary disclosures are made promptly [25][46]

证券代码：301552 证券简称：科力装备 公告编号：2025-016 河北科力汽车装备股份有限公司 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有 虚假记载、误导性陈述或重大遗漏。 河北科力汽车装备股份有限公司（以下简称"公司"）于 2025 年 6 月 12 日召开第二届董事会第十九次会议，审议通过了《关于修订 <公司章程> 的议 案》，该议案尚需提交公司股东大会审议。现将具体情况公告如下： 一、修订《公司章程》的相关情况 为全面贯彻落实《中华人民共和国公司法》等法律法规要求，进一步规范 公司运作机制，提升公司治理水平，根据《上市公司章程指引》《深圳证券交 易所创业板股票上市规则》《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》等最新法律、法规、规范性文件的有关规定，结 合公司 2024 年度以资本公积金向全体股东每 10 股转增 4 股的权益分派方案已 经实施完毕、公司注册资本已增至 9,520 万元的实际情况，公司对《公司章程》 的部分条款进行如下修订： 民事活动，其法律后果由公司承受。 本章程或者股东会对法定代表人职权的 限制，不得对抗善意相对人。 新增 ...