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]

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 - 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 ...

Core Viewpoint - The company plans to utilize part of its temporarily idle raised funds and self-owned funds for cash management, with a maximum limit of 200 million yuan for idle raised funds and 1.2 billion yuan for self-owned funds, ensuring that it does not affect the normal operation and investment plans of the company [1][4][8]. Summary by Sections 1. Basic Situation of Raised Funds - The company has completed its initial public offering, raising a total of 510 million yuan, with a net amount of 458.57 million yuan after deducting issuance costs [2][3]. 2. Reasons for Temporary Idleness of Raised Funds - As of May 31, 2025, the balance of raised funds is 200.74 million yuan, and the company anticipates a temporary idle situation due to the construction cycle of investment projects [2][3]. 3. Previous Cash Management Usage - In September 2024, the company approved the use of up to 300 million yuan of temporarily idle raised funds and 500 million yuan of self-owned funds for cash management, valid for 12 months [3][4]. 4. Purpose of Cash Management - The cash management aims to improve the efficiency of fund usage while ensuring the safety of funds and not affecting the company's normal operations [4][7]. 5. Cash Management Limits and Duration - The company intends to use up to 200 million yuan of temporarily idle raised funds and 1.2 billion yuan of self-owned funds for cash management, with a validity period of 12 months from the approval date [4][5]. 6. Types of 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 [4][5]. 7. Authorization and Implementation - The board of directors and the supervisory board have approved the cash management proposal, which will require shareholder approval for implementation [5][8]. 8. Disclosure of Information - The company will comply with relevant disclosure requirements and ensure transparency in its cash management activities [5][8]. 9. Impact on Daily Operations - The cash management will not affect the company's daily operations or the normal progress of investment projects, aiming to enhance fund efficiency and shareholder returns [7][8]. 10. Review Procedures and Opinions - The board and supervisory board have unanimously agreed that the cash management is beneficial for improving fund efficiency and does not alter the purpose of raised funds [7][8].

河北科力汽车装备股份有限公司 独立董事提名人声明与承诺 提名人河北科力汽车装备股份有限公司董事会现就提名张丕杰为河北科力 汽车装备股份有限公司第三届董事会独立董事候选人发表公开声明。被提名人 已书面同意作为河北科力汽车装备股份有限公司第三届董事会独立董事候选人 （参见该独立董事候选人声明）。本次提名是在充分了解被提名人职业、学历、 职称、详细的工作经历、全部兼职、有无重大失信等不良记录等情况后作出的， 本提名人认为被提名人符合相关法律、行政法规、部门规章、规范性文件和深 圳证券交易所业务规则对独立董事候选人任职资格及独立性的要求，具体声明 并承诺如下事项： 一、被提名人已经通过河北科力汽车装备股份有限公司第二届董事会提名 委员会资格审查，提名人与被提名人不存在利害关系或者其他可能影响独立履 职情形的密切关系。 ?是 □ 否 如否，请详细说明：______________________________ 二、被提名人不存在《中华人民共和国公司法》第一百七十八条等规定不 得担任公司董事的情形。 ?是 □ 否 如否，请详细说明：______________________________ 三、被提名人符合中国证监会 ...