Core Points - The company has announced a cash dividend distribution plan for the year 2024, with a total distribution amounting to 31.534914 million yuan (including tax), which translates to a cash dividend of 1.00 yuan per ten shares for all shareholders [1][2][4] - The total share capital used for the dividend distribution is 315,349,144 shares, excluding the shares held in the company's repurchase account [1][2] - The dividend distribution will not include stock dividends or capital reserve transfers to increase share capital [1][2] Dividend Distribution Details - The cash dividend will be distributed to all shareholders registered with the China Securities Depository and Clearing Corporation Limited, Shenzhen Branch, as of the close of trading on July 7, 2025 [3] - The ex-dividend date is set for July 8, 2025, and the cash dividends will be directly credited to shareholders' accounts through their securities companies [3][4] - The company holds 2,851,349 shares in its repurchase account, which will not participate in the dividend distribution [2][3] Taxation Information - The cash dividend distribution will be subject to different tax rates based on the type of shares held, with specific provisions for QFII, RQFII, and individual investors holding pre-IPO restricted shares [2] - For individual shareholders, a tax of 0.10 yuan per ten shares will be payable if the holding period is one year or less, while no tax is required for holdings exceeding one year [2] Calculation of Dividend Amount - The cash dividend per share is calculated as the total cash dividend amount divided by the total share capital, resulting in approximately 0.991039 yuan per share after accounting for the repurchased shares [4]

General Principles - The purpose of the system is to strengthen the management of related party transactions, clarify management responsibilities, and protect the legitimate interests of shareholders and creditors, especially minority investors [1] - The system is based on relevant laws and regulations, including the Company Law, Securities Law, and Shenzhen Stock Exchange Listing Rules [1] Related Parties and Transactions - Related party transactions refer to the transfer of resources or obligations between the company or its subsidiaries and related parties [2] - Related parties include both legal entities and natural persons, with specific criteria for identification [2][4] - The company must report related party information to the Shenzhen Stock Exchange in a timely manner [2] Types of Related Party Transactions - The types of transactions include asset purchases or sales, external investments, financial assistance, guarantees, leasing, and various other agreements that may lead to resource or obligation transfers [3] Principles of Related Party Transactions - Related party transactions must adhere to principles of honesty, fairness, openness, and equity [6] - Pricing for related party transactions should be disclosed adequately and should not deviate from market prices [6] - Independent directors must assess whether the transactions harm the company's interests and may hire professional evaluators if necessary [6] Approval Process - The general manager can approve transactions below 300,000 RMB with related natural persons and below 3 million RMB with related legal entities, provided they do not exceed 0.5% of the latest audited net assets [6][12] - Transactions exceeding these thresholds require board approval and, in some cases, shareholder approval [7][12] Disclosure Requirements - The company must disclose related party transactions according to the rules set by the Shenzhen Stock Exchange, including details about the transaction agreements and pricing [15][16] - Annual reports must summarize the actual performance of related party transactions [10] Exemptions from Approval and Disclosure - Certain transactions, such as those related to daily operations or those involving cash contributions, may be exempt from the usual approval and disclosure requirements [18] Implementation and Interpretation - The board and management are responsible for implementing approved related party transactions, and any changes to the agreements must be approved by the original approving body [14] - The system will take effect upon approval by the shareholders' meeting, replacing the previous management measures [19]

General Principles - The company aims to enhance the standard of operation and improve the quality and transparency of annual report information disclosure through the establishment of a responsibility accountability system [2][3] - The accountability system applies to directors, senior management, and other personnel involved in the annual report information disclosure process [2] Accountability for Major Errors - Responsibility will be pursued in cases of significant errors in annual report information disclosure due to violations of relevant laws, regulations, or internal controls [3][4] - Specific circumstances that warrant accountability include violations of the Company Law, Securities Law, and internal management regulations that lead to significant errors or adverse impacts [3] Forms and Types of Accountability - The company outlines various forms of accountability, including reprimands, demotions, or termination of employment, depending on the severity of the misconduct [4] - The company may impose economic penalties alongside other forms of accountability, with the amount determined by the board based on the circumstances of the incident [4] Implementation and Effectiveness - The accountability system will take effect immediately upon approval by the company's board of directors [4]

General Principles - The controlling shareholders and actual controllers of the company must comply with laws, regulations, and the company's articles of association, and accept supervision from the Shenzhen Stock Exchange [3][4] - They are required to exercise shareholder rights lawfully and not abuse control or harm the legitimate rights of the company or other shareholders [3][4] - They must fulfill public commitments and disclosure obligations, and not occupy company funds or engage in illegal activities [3][4][5] Responsibilities and Commitments - Controlling shareholders and actual controllers have a duty of loyalty and diligence towards the company and minority shareholders, prioritizing their interests over personal gains [4][5] - They must ensure that transactions with the company are fair and based on written agreements, avoiding any unfair related-party transactions [4][5] - They are required to provide accurate and complete information to the Shenzhen Stock Exchange and cooperate with the company's disclosure obligations [4][5][6] Independence and Asset Protection - The independence of the company's assets, personnel, finances, institutions, and operations must be guaranteed, preventing any influence from controlling shareholders or actual controllers [6][7] - They must not share financial accounts or occupy company funds in any form, ensuring financial independence [7][8] - The company must not be involved in any competition that could harm its interests due to the controlling shareholders' influence [8][9] Share Trading Regulations - Controlling shareholders and actual controllers must adhere to legal regulations when buying or selling company shares, ensuring the stability of control [10][11] - They must disclose any share trading plans to the Shenzhen Stock Exchange in advance and report on the progress of these plans [12][13] - Any transfer of control must be conducted fairly, considering the interests of the company and minority shareholders [11][12] Information Disclosure Management - A robust information disclosure management system must be established, covering the scope of significant information and the responsibilities of relevant personnel [33][34] - Controlling shareholders and actual controllers must promptly notify the company and the Shenzhen Stock Exchange of any significant changes in shareholding or control [34][35] - They are required to maintain confidentiality regarding undisclosed significant information and take immediate action in case of leaks [35][36]

Core Points - The document outlines the independent director system of Shanghai New Times Electric Co., Ltd, aiming to enhance corporate governance and ensure independent directors perform their duties without influence from major shareholders or management [1][2][3] Group 1: Independent Director Qualifications and Independence - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [2][3] - Independent directors are required to have at least five years of relevant work experience in law, accounting, or economics, and must possess good personal integrity without significant credit issues [2][3][4] - The company must have three independent directors, including at least one with accounting expertise, who must meet specific qualifications [3][4] Group 2: Nomination and Election of Independent Directors - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares, and must be free from conflicts of interest [8][9] - The nomination process requires the consent of the candidate and a thorough review of their qualifications by the board's nomination committee [9][10] - The election of independent directors must follow a cumulative voting system if more than one candidate is nominated [10][11] Group 3: Rights and Responsibilities of Independent Directors - Independent directors have a duty to participate in board decisions, supervise potential conflicts of interest, and provide professional advice to enhance decision-making [15][16] - They have the right to independently hire external consultants for audits or consultations and can propose the convening of temporary shareholder meetings [16][17] - Independent directors must submit an annual report detailing their attendance, participation in committees, and communication with minority shareholders [29][30] Group 4: Support and Resources for Independent Directors - The company is required to provide necessary working conditions and support for independent directors to fulfill their responsibilities effectively [31][32] - Independent directors should receive timely information and materials related to board meetings to ensure informed decision-making [33][34] - The company must maintain communication channels to facilitate the independent directors' access to relevant information and resources [34][35]

Core Viewpoint - The document outlines the external guarantee management system of Shanghai New Times Electric Co., Ltd., aiming to standardize external guarantee behavior, mitigate risks, and protect the company's assets and investors' rights [1]. Group 1: General Principles - The external guarantee management system applies to the company and its subsidiaries, including wholly-owned and controlled subsidiaries [1][2]. - External guarantees refer to the company providing guarantees, asset pledges, and other forms of security for other entities or individuals, including guarantees for subsidiaries [1][2]. - The company must manage external guarantees uniformly, requiring board or shareholder approval before providing any guarantees [2][5]. Group 2: Guarantee Management - The company can provide guarantees to entities with independent legal status and strong debt repayment capabilities under specific conditions, such as mutual guarantee needs or significant business relationships [9]. - Guarantees for subsidiaries must be accompanied by equal guarantees or counter-guarantees from other shareholders based on their investment ratios [10]. - The board must analyze the credit status and risks associated with the guarantee before approval, ensuring thorough due diligence on the applicant's financial health and business relationships [12][13]. Group 3: Approval and Disclosure - Guarantees exceeding 10% of the company's latest audited net assets or 50% of total assets require shareholder approval [22]. - The board must ensure that any related party guarantees are reviewed and approved by independent directors before submission to the board [20][25]. - The company must disclose any guarantees provided, especially those exceeding specified thresholds or involving related parties [22][29]. Group 4: Risk Management - The finance department is responsible for daily management of guarantees, including tracking the financial status of guaranteed entities and ensuring compliance with contractual obligations [36][39]. - In case of default or significant changes in the guarantee contract, the finance department must notify the board and initiate recovery procedures [40][41]. - The company may hire external professionals to assess the risks associated with guarantees to inform board decisions [26]. Group 5: Responsibilities and Accountability - Company directors and senior management are held accountable for unauthorized guarantees that harm the company's interests [43]. - The finance department must conduct credit investigations and manage documentation related to guarantees [17]. - Any economic losses resulting from guarantees must be mitigated, and responsible parties may face consequences based on the severity of the situation [45].

Core Viewpoint - The document outlines the management system for the holding and trading of shares by directors and senior management of Shanghai New Times Electric Co., Ltd, emphasizing compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The management system is established to strengthen the oversight of shareholding and trading activities by directors and senior management, in accordance with various laws and regulations [1]. - The system applies to directors, senior management, and other specified individuals or organizations involved in holding and trading the company's shares [1]. Group 2: Trading Behavior Declaration - Directors and senior management must declare their trading activities within specific timeframes, including new appointments and changes in personal information [2][3]. - Accurate and timely reporting of shareholding data to the Shenzhen Stock Exchange and relevant authorities is mandatory, with legal responsibilities for any inaccuracies [3]. Group 3: Transfer Restrictions - There are specific periods during which directors and senior management are prohibited from trading the company's shares, particularly around the announcement of financial reports and significant events [6][7]. - Certain conditions, such as legal investigations or penalties, also restrict the transfer of shares by directors and senior management [6][7]. Group 4: Disclosure Requirements - The company is required to disclose the trading activities of directors and senior management in regular reports, including the number of shares held at the beginning and end of the reporting period, as well as any transactions made [9][10]. - Any planned share reductions must be reported to the Shenzhen Stock Exchange 15 trading days in advance, detailing the number of shares, reasons for reduction, and compliance with regulations [10][11]. Group 5: Penalties - Violations of the trading regulations by directors, senior management, or significant shareholders result in the forfeiture of profits to the company, with potential disciplinary actions for severe infractions [11].

上海新时达电气股份有限公司 股东会规则 第一章 总则 第一条 为规范上海新时达电气股份有限公司（以下简称"公司"）行为，保 证股东会依法行使职权，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》")、《上市公司股东会规则》 等法律法规、规范性文件，以及《上海新时达电气股份有限公司章程》（以下简 称"《公司章程》"）的有关规定，制定本规则。 第二条 公司股东会的召集、提案、通知、召开等事项适用本规则。 第三条 公司应当严格按照法律、行政法规及《公司章程》的相关规定召开 股东会，保证股东能够依法行使权利。 公司董事会应当切实履行职责，认真、按时组织股东会。公司全体董事应当 勤勉尽责，确保股东会正常召开和依法行使职权。 第四条 股东会应当在《公司法》和《公司章程》规定的范围内行使职权。 第五条 股东会分为年度股东会和临时股东会。年度股东会每年召开一次， 应当于上一会计年度结束后的 6 个月内举行。临时股东会不定期召开，出现《公 司法》第一百一十三条规定的应当召开临时股东会的情形时，临时股东会应当在 公司在上述期限内不能召开股东会的，应当报告公司所在地中国证券监 ...

Group 1 - The company, Magmi, stated on June 25 that it has no strategic cooperation relationship with the Weaponry Group and does not engage in military-related business [1]

证券代码：600406 证券简称：国电南瑞 公告编号：临 2025-037 国电南瑞科技股份有限公司 董事会选举郑宗强先生为第九届董事会战略委员会召集人、董事会科技创新 委员会召集人、董事会环境、社会及治理（ESG）委员会召集人、董事会提名委 员会委员，任期至本届董事会届满日止。 特此公告。 附件：第九届董事会董事长简历 国电南瑞科技股份有限公司董事会 二〇二五年六月十八日 第九届董事会第五次会议决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 经国电南瑞科技股份有限公司（以下简称"国电南瑞"、"公司"）董事会 于 2025 年 6 月 13 日以会议通知召集，公司第九届董事会第五次会议于 2025 年 事及高级管理人员列席了本次会议，会议由全体董事共同推举董事郑宗强先生主 持，会议符合《公司法》和《公司章程》的有关规定，会议合法有效。经会议审 议，形成如下决议： 一、会议以 10 票同意，0 票反对，0 票弃权，审议通过关于选举公司第九 届董事会董事长的议案。 因岗位变动，董事会选举郑宗强先生担任公司第九届董事 ...