Group 1 - The resignation of Ms. Ren Xuemei from the board of directors and various committees is due to personal reasons, and her departure will not affect the company's daily operations [1][2] - The company has proposed to elect Ms. Yan Ying as a non-independent director and as a member of the audit and nomination committees, pending approval at the shareholders' meeting [1][2] - The board composition after the election will comply with the requirements of the Company Law and the company's articles of association, ensuring that the number of directors who are also senior management does not exceed half of the total number of directors [2] Group 2 - Ms. Yan Ying, born in November 1984, has a bachelor's degree and has held various leadership positions at Dongfang Qianhai Asset Management (Hangzhou) Co., Ltd. since July 2015 [2] - As of the date of the announcement, Ms. Yan does not hold any shares in the company and has no related party relationships with shareholders holding more than 5% of the company's shares [2][3] - Ms. Yan meets all legal and regulatory requirements to serve as a director, with no record of violations or penalties from regulatory authorities [3]

Core Viewpoint - The company has established a comprehensive set of guidelines for its hedging activities to mitigate market price volatility risks, ensuring that these activities align with its operational needs and comply with relevant regulations [1][2]. Group 1: Hedging Business Overview - The hedging business includes financial derivatives and commodity futures hedging to mitigate risks associated with exchange rates, interest rates, and commodity prices [1][2]. - The company must conduct hedging activities in a legal, prudent, safe, and effective manner, ensuring that these activities do not interfere with normal operations or involve speculative trading [2]. Group 2: Organizational Structure - The company's board of directors and shareholders' meeting serve as the decision-making bodies for hedging activities [3]. - A dedicated working group is established to manage hedging activities, comprising key executives such as the chairman, general manager, and financial officers [3][4]. Group 3: Approval Authority - The company must prepare a feasibility analysis report for hedging activities, which requires approval from the board of directors [5]. - Certain transactions, particularly those involving significant financial commitments, must also be submitted for shareholders' approval [5]. Group 4: Risk Management - The company is required to conduct thorough assessments of financial institutions before engaging in hedging activities [27]. - Regular audits and checks are mandated to ensure compliance with risk management policies and to identify any operational risks [28][30]. Group 5: Emergency Procedures - In the event of significant market changes or natural disasters, the company must promptly report and take necessary actions to mitigate risks, including closing or locking positions [37][39]. - Contingency plans are in place for operational disruptions, ensuring that trading can continue through alternative means [40][41]. Group 6: Documentation and Record Keeping - All documentation related to hedging activities, including applications, approvals, and transaction records, must be archived for a minimum of ten years [41]. - The company is responsible for maintaining confidentiality regarding its hedging strategies and financial information [25].

Core Points - The article outlines the procedures and requirements for selecting and appointing accounting firms by Dalian Dali Cap Technology Co., Ltd to ensure the quality and reliability of financial information [1][2][3] Group 1: Selection Process - The audit committee submits a proposal for selecting an accounting firm to the board of directors [2] - The selection process must be competitive and fair, utilizing methods such as competitive negotiation, public bidding, and invitation bidding [2][3] - The audit committee investigates the quality and integrity of the accounting firms through various means, including reviewing public information and consulting regulatory bodies [2][3] Group 2: Requirements for Accounting Firms - Selected accounting firms must possess independent qualifications and meet the regulatory requirements set by relevant authorities [1][2] - Firms must have a good reputation and a record of compliance, with no administrative penalties related to securities and futures business in the last three years [1][2] - The firms must have qualified registered accountants and a robust internal management system [1][2] Group 3: Evaluation and Reporting - After the audit work is completed, the audit committee evaluates the performance and quality of the accounting firm, with the results reported at the annual shareholders' meeting [3][4] - If multiple proposals for accounting firms exist, the audit committee must provide comparative opinions based on their investigations [3][4] Group 4: Reappointment and Dismissal Procedures - The audit committee must meet with both the previous and proposed accounting firms to evaluate their performance before making a recommendation for reappointment [5][6] - Any dismissal of an accounting firm must be disclosed in detail, including reasons and any statements from the dismissed firm [6][7] Group 5: Supervision and Penalties - The audit committee is responsible for supervising the selection process and ensuring compliance with laws and regulations [7] - If violations occur, the audit committee must report to the board, which may lead to penalties for responsible parties [7]

Core Points - The article outlines the internal control system of Dalian Dali Kape Technology Co., Ltd, emphasizing the importance of compliance with laws and regulations, operational efficiency, asset security, and accurate financial reporting [1][2][3] Group 1: Internal Control Framework - The board of directors is responsible for establishing and implementing internal controls, while the audit committee supervises this process [2] - The management is tasked with the daily operation of internal controls, and the internal audit department monitors their effectiveness [2][3] - The internal control system must consider various factors, including the internal environment, goal setting, risk assessment, and communication of information [4][5] Group 2: Governance Structure - The company has established rules for shareholder meetings, board meetings, and management roles to ensure effective governance and decision-making [3][4] - Clear definitions of responsibilities and authority are necessary for each department and position to ensure accountability [4] Group 3: Risk Management - A comprehensive risk assessment system is required to monitor operational, financial, market, and legal risks continuously [5] - The company must establish internal and external information management systems to ensure timely communication of risks and control deficiencies [5] Group 4: Control Activities - The company focuses on managing its subsidiaries, ensuring they adhere to internal control standards and report significant matters promptly [6][7] - A robust internal control system for related party transactions is essential to protect the interests of the company and its shareholders [8][9] Group 5: External Guarantees and Fund Management - The company must adhere to strict approval processes for external guarantees, ensuring thorough evaluation of the financial status of the parties involved [11][12] - Fund management practices must be transparent and efficient, with clear guidelines for the use of raised funds [14][15] Group 6: Internal Audit and Reporting - An independent internal audit department is established to oversee business activities, risk management, and financial information [17][18] - Regular internal audit reports must be submitted to the board or audit committee, highlighting any deficiencies in internal controls [18]

Core Points - The document outlines the regulations and responsibilities of the board secretary at Dalian Dali Kape Technology Co., Ltd, emphasizing the importance of compliance with relevant laws and internal company rules [1][6] - The board secretary is a senior management position responsible for various duties including information disclosure, investor relations, and ensuring compliance with legal obligations [2][3] Section Summaries General Provisions - The board secretary is accountable to the company and the board, with specific qualifications required for the role, including a minimum of three years of relevant work experience and a higher education degree [1] - Individuals with certain disqualifying conditions, such as recent administrative penalties from regulatory bodies, are prohibited from serving as board secretary [1] Main Responsibilities - The board secretary is tasked with managing information disclosure, coordinating communication between the company and stakeholders, and organizing board and shareholder meetings [2][3] - Responsibilities also include ensuring confidentiality of sensitive information and training board members on legal compliance related to information disclosure [2][3] Legal Responsibilities - The board secretary must act in the best interest of the company, adhering to the company’s articles of association and fulfilling their duties diligently [5] - Upon leaving the position, the board secretary is required to undergo an exit review and transfer all relevant documents and responsibilities to their successor [5] Additional Provisions - The document specifies that the board secretary's role can be temporarily filled by a designated board member or senior management in case of vacancy, with a requirement to appoint a new secretary within three months [4][6] - The guidelines will take effect upon approval by the board and are subject to interpretation and modification by the board [6]

Core Points - The article outlines the regulations and principles governing related party transactions for Dalian Dali Kape Technology Co., Ltd to ensure fairness and protect the rights of the company and non-related shareholders [1][2][3] Group 1: Related Parties and Relationships - Related parties include both legal entities and natural persons that have a controlling interest or significant shareholding in the company [3][4] - Specific criteria are established to identify related legal entities and natural persons, including those holding more than 5% of shares or serving as directors and senior management [2][6] Group 2: Related Transactions - Related transactions are defined as resource or obligation transfers between the company and its related parties, including asset purchases, financial assistance, and management contracts [3][6] - The company must adhere to principles of fairness, market pricing, and legal procedures in conducting related transactions [10][11] Group 3: Decision-Making Procedures - Related transactions exceeding certain thresholds require approval from independent directors and may need to be submitted to the shareholders' meeting for further approval [15][16] - Specific monetary thresholds are set for transactions with related natural persons (over 300,000 yuan) and related legal entities (over 3 million yuan) [15][16] Group 4: Disclosure and Reporting - The company is required to disclose related transactions in its annual and semi-annual reports, including the nature and amount of transactions [21][22] - Daily related transactions must be reported and approved based on estimated annual amounts, with adjustments made for any significant changes [21][22]

General Information - Dalian Dalicap Technology Co., Ltd. was established as a joint-stock company in accordance with the Company Law of the People's Republic of China [1] - The company registered its capital at RMB 400.01 million [2] - The company is permanently established as a joint-stock limited company [2] - The company was registered with the China Securities Regulatory Commission on August 23, 2023, and plans to issue 60.01 million shares to the public [1][2] Business Objectives and Scope - The company's business objective emphasizes research and development, quality management, and providing high-quality products and services to maximize shareholder returns [3] - The business scope includes research, production, sales, and after-sales service of electronic products, general trade, and import/export of goods and technology [3] Share Issuance and Structure - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1 [4] - The total number of shares issued by the company is 400.01 million, all of which are ordinary shares [4] - The company prohibits financial assistance for acquiring its shares, except for employee stock ownership plans [4][5] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, supervision of company operations, and access to company documents [9][10] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not misuse their rights to harm the company or other shareholders [40][41] Governance and Management - The company is governed by a board of directors, and the general manager serves as the legal representative [2][3] - The company has established a Communist Party organization to conduct activities in accordance with the Party's regulations [3] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [51][52] - Shareholders holding more than 10% of shares can request a temporary meeting [56][57] Financial Assistance and Related Transactions - The company must seek board approval for financial assistance and related transactions exceeding certain thresholds [21][50] - Related party transactions must be disclosed and approved by the board and, in some cases, the shareholders [50][22]

大连达利凯普科技股份公司 第一章 总 则 第一条 为建立大连达利凯普科技股份公司（以下简称"公司"）董事及高级 管理人员的考核和薪酬管理制度，完善公司治理结构，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》"）、 《大连达利凯普科技股份公司章程》 （以下简称"《公司章程》"）的有关规定，公 司设立董事会薪酬与考核委员会，并制定本工作细则。 第二条 薪酬与考核委员会是董事会下设的专门工作机构，主要负责研究董 事与高级管理人员考核的标准，进行考核并提出建议；研究和审查董事、高级管 理人员的薪酬政策和方案。 第二章 人员组成 第三条 薪酬与考核委员会成员由三名董事组成，其中，独立董事两名。 第四条 薪酬与考核委员由董事长、二分之一以上独立董事或者全体董事的 三分之一提名，并由董事会选举产生。 第五条 薪酬与考核委员会设主任委员（召集人）一名，由独立董事委员担 任，负责主持委员会工作；主任委员在委员内选举，并报请董事会批准产生。 第六条 委员任期届满前，除非出现《公司法》 《公司章程》或本工作细则规 定不得任职的情形，不得被无故解除职务。期间如有委员因辞 ...

大连达利凯普科技股份公司 第二章 内幕信息及内幕信息知情人 第四条 本制度所称内幕信息的范围主要指涉及公司的经营、财务或者对公 司股票及其衍生品种交易价格价格有重大影响的尚未公开的信息，包括但不限于： （一）发生可能对公司股票交易价格产生较大影响且投资者尚未得知的重大 事件，包括但不限于： 总额百分之三十，或者公司营业用主要资产的抵押、质押、出售或者报废一次超 过该资产的百分之三十； 第一章 总 则 第一条 为规范大连达利凯普科技股份公司（以下简称"公司"）内幕信息 管理，加强内幕信息保密工作，确保信息披露的公平、公正，保护公司投资人及 相关当事人的合法权益，根据《中华人民共和国证券法》 （以下简称"《证券法》"） 《上市公司信息披露管理办法》《深圳证券交易所创业板股票上市规则》等有关 法律法规和规章，结合公司实际情况，制定本制度。 第二条 本制度适用于公司及所属全资子公司、控股子公司。 第三条 公司董事会应当按照本制度及深圳证券交易所相关规则要求及时 登记和报送内幕信息知情人档案，保证内幕信息知情人档案真实、准确和完整， 董事长为主要责任人。董事会秘书负责办理公司内幕信息知情人的登记入档和报 送事宜。公司董 ...

大连达利凯普科技股份公司 第一章 总 则 第一条 为了进一步规范大连达利凯普科技股份公司（以下简称"公司"） 董事会的议事方式和决策程序，保证董事和董事会依法行使职权，提高董事会规 范运作和科学决策水平，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》"）等法律、法规的有关规定， 并结合《大连达利凯普科技股份公司章程》（以下简称"《公司章程》"），制定本 规则。 第二章 组成和职权 第二条 董事会按照《公司章程》规定行使相应职权。 第三条 公司依法设立董事会，董事会受股东会的委托，负责经营和管理公 司的法人财产。董事会对股东会负责，在《公司章程》和股东会赋予的职权范围 内行使职权。 第四条 公司董事会由九名董事组成，独立董事三名。其中董事长一名，董 事长由全体董事的过半数选举产生。公司董事会中设职工代表董事一名。董事会 中的职工代表由公司职工通过职工代表大会、职工大会或者其他形式民主选举产 生，无需提交股东会审议。 董事会每年应当至少在上下两个半年度各召开一次定期会议。 第八条 在发出召开董事会定期会议的通知前，董事会办公室应当充分征求 各董事的意见， ...