公司股东长江证券资管－农业银行－长江资管星耀科力汽车员工参与创业板战略配售集合资产管理计划 保证向本公司提供的信息内容真实、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 关于员工战略配售资管计划减持股份预披露的公告 登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：301552 证券简称：科力装备 公告编号：2025-026 特别提示： 持有河北科力汽车装备股份有限公司（以下简称"公司"或"科力装备"）股份2,333,332股（占公司总股本 比例2.45%）的股东长江证券资管－农业银行－长江资管星耀科力汽车员工参与创业板战略配售集合资 产管理计划（以下简称"员工战略配售资管计划"）计划在本公告披露之日起15个交易日后的3个月内以 大宗交易方式或集中竞价交易方式减持公司股份不超过2,333,332股（占公司总股本比例2.45%）。 公司近日收到了股东员工战略配售资管计划管理人出具的告知函。鉴于公司部分董事、高级管理人员参 与员工战略配售资管计划，根据《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18号一一股东及董事、高级管理人员减持股份》 ...

Core Viewpoint - Tianjin is promoting strategic mergers and acquisitions (M&A) among listed companies and leading enterprises in key industries such as green petrochemicals, automotive equipment, biomedicine, new energy, future intelligence, and aerospace deep-sea sectors [1] Group 1: Strategic Focus Areas - The initiative encourages M&A activities in advantageous industries like green petrochemicals and automotive equipment, as well as emerging industries such as biomedicine and new energy [1] - Future-oriented industries, including future intelligence and aerospace deep-sea, are also targeted for strategic M&A [1] Group 2: Support for Enterprises - State-owned enterprises will play a leading role in demonstrating M&A practices and supporting cross-regional acquisitions and high-quality project implementations in Tianjin [1] - Key enterprises in metallurgy, light industry, and "old brands" are encouraged to enhance industry concentration through horizontal mergers and acquisitions or cross-industry mergers for high-end, intelligent, and green transformations [1] Group 3: Asset Optimization and Internationalization - Municipal state-owned enterprises will leverage listed platforms to optimize asset structures and accelerate transformation and upgrading [1] - The initiative facilitates enterprises in utilizing cross-border M&A projects for direct investment record-keeping to acquire high-quality overseas assets, promoting compliance in cross-border M&A restructuring through free trade accounts in pilot free trade zones [1]

Group 1 - The company, Hebei Keli Automotive Equipment Co., Ltd., successfully completed its initial public offering (IPO) of 17,000,000 shares, which began trading on July 22, 2024, on the Shenzhen Stock Exchange [1] - Following the IPO, the total share capital of the company increased from 51,000,000 shares to 68,000,000 shares, with 54,271,591 shares being unrestricted, accounting for 79.81% of the total [1] - As of the announcement date, the total share capital stands at 95,200,000 shares, with 74,923,332 shares subject to restrictions, representing 78.70% of the total [3] Group 2 - The company held its annual shareholders' meeting on May 15, 2025, where it approved a profit distribution plan, distributing a cash dividend of 10 yuan per 10 shares and increasing the share capital by 4 shares for every 10 shares held [2] - The total share capital increased to 95,200,000 shares after the distribution, and the number of strategic placement shares increased from 2,516,666 to 3,523,332 shares [2] - The company confirmed that shareholders holding strategic placement shares adhered to their commitments during the lock-up period, with no violations reported [3] Group 3 - The company has applied for the release of restrictions on 3,523,332 shares, which represents 3.70% of the total share capital [4] - The share structure before and after the release of restrictions shows a decrease in restricted shares from 74,923,332 to 71,400,000 shares, while unrestricted shares increased from 20,276,668 to 23,800,000 shares [4] - The sponsor has verified that the application for the release of restricted shares complies with relevant regulations and that the information disclosed by the company is accurate and complete [5]

Core Viewpoint - The development of small and medium-sized enterprises (SMEs) is crucial for China's economic resilience and vitality, with significant contributions to GDP, employment, and innovation [3][5][6]. Group 1: Importance of SMEs - SMEs play a vital role in economic and social development, with over 60 million SMEs contributing more than 60% of China's GDP, over 70% of technological innovation, and over 80% of urban employment [5][6]. - The Chinese government, led by President Xi Jinping, emphasizes the importance of SMEs in driving innovation, promoting employment, and improving livelihoods [5][6]. Group 2: Government Support and Policies - The 20th National Congress of the Communist Party proposed mechanisms to promote the growth of specialized, refined, unique, and innovative SMEs, including financial support and collaboration with educational institutions [7]. - Policies are being implemented to support "little giant" enterprises and facilitate their participation in key projects, enhancing their growth potential [7][8]. Group 3: Current Landscape and Challenges - Over 140,000 specialized and innovative SMEs have been cultivated in China, with 14,600 classified as "little giants," showcasing their strength in various sectors [8]. - Despite the achievements, SMEs face challenges in transformation and development due to a complex external environment and structural transition tasks [8]. Group 4: Future Outlook - The government is committed to stabilizing employment, enterprises, and market expectations, with measures to ease the difficulties faced by SMEs, including improved payment regulations and digital product development tailored for SMEs [8]. - The resilience and innovation of SMEs are expected to contribute significantly to economic growth, with a focus on specialization and refinement as key strategies for success [6][8].

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].

Core Viewpoint - The company plans to utilize part of its temporarily idle raised funds and self-owned funds for cash management to improve fund efficiency while ensuring that it does not affect the normal operation of fundraising investment projects [1][9]. Fundraising Basic Situation - The company has successfully raised a total of RMB 510 million by issuing 17 million shares at a price of RMB 30 per share, with a net amount of RMB 458.57 million after deducting issuance costs of RMB 51.43 million [1][2]. Fundraising Investment Project Situation and Reasons for Idleness - As of May 31, 2025, the company has a balance of RMB 200.74 million in raised funds, which includes interest income and cash management returns. The total amount invested from the raised funds is RMB 260.47 million, indicating that part of the funds is temporarily idle due to the construction cycle of investment projects [2][3]. Previous Cash Management Usage - The company approved a plan to use up to RMB 300 million of temporarily idle raised funds and self-owned funds for cash management, ensuring that it does not affect the normal operation and safety of funds [4][8]. Current Cash Management Situation - The company intends to use up to RMB 200 million of temporarily idle raised funds and up to RMB 1.2 billion of self-owned funds for cash management, with a usage period of 12 months from the approval date [5][6]. Investment Products - The company plans to invest in high-security, liquid products such as structured deposits, large certificates of deposit, and other principal-protected products, with a holding period not exceeding 12 months [5][6]. Authorization and Implementation - The cash management plan requires approval from the board of directors and the shareholders' meeting, with the finance department responsible for implementation [6][8]. Information Disclosure - The company will fulfill its information disclosure obligations in accordance with relevant regulations and guidelines [6][8]. Revenue Distribution - The income from cash management using self-owned funds will be used to supplement the company's working capital, while the income from temporarily idle raised funds will be managed according to regulatory requirements [6][8]. Impact on Daily Operations - The cash management plan is designed to enhance fund efficiency and generate returns without affecting the company's normal operations or fundraising investment projects [7][8]. Review Procedures and Opinions - The board of directors and the supervisory board have approved the cash management plan, affirming that it aligns with the company's interests and does not alter the purpose of the raised funds [8][9].

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]