证券代码：301552 证券简称：科力装备 公告编号：2025-027 河北科力汽车装备股份有限公司 第三届董事会第二次会议决议公告 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。 一、董事会会议召开情况 河北科力汽车装备股份有限公司（以下简称"公司"）第三届董事会第二次 会议于 2025 年 8 月 14 日在公司会议室以现场与通讯相结合的方式召开。会议通 知于 2025 年 8 月 1 日以电子邮件的方式向全体董事和与会人员发出。本次会议 应出席董事 9 人，实际出席董事 9 人，全体高级管理人员列席了会议。会议由董 事长张万武先生召集并主持，会议的通知、召集、召开和表决程序符合《中华人 民共和国公司法》和《公司章程》的有关规定。 二、董事会会议审议情况 经与会董事认真审议，形成以下决议： 表决结果：同意 9 票；反对 0 票；弃权 0 票。 具体内容详见公司同日在巨潮资讯网（http://www.cninfo.com.cn）披露的《关 于使用部分超募资金永久性补充流动资金的公告》（公告编号：2025-030）。 保荐人长江证券承销保荐有限公司出具了核查意 ...

（一）股东会届次：2025 年第二次临时股东会。 （二）股东会的召集人：公司董事会。 公司第三届董事会第二次会议审议通过《关于召开 2025 年第二次临时股东 会的议案》，决定召开公司 2025 年第二次临时股东会。 （三）会议召开的合法、合规性：本次股东会的召集、召开符合有关法律、 行政法规、部门规章、规范性文件和《公司章程》等相关规定。 （四）会议召开的日期、时间： （1）通过深圳证券交易所交易系统投票的时间为：2025 年 9 月 2 日 9:15- 证券代码：301552 证券简称：科力装备 公告编号：2025-031 河北科力汽车装备股份有限公司 关于召开 2025 年第二次临时股东会的通知 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。 一、召开会议的基本情况 （2）通过深圳证券交易所互联网投票系统（http://wltp.cninfo.com.cn）投 票的时间为：2025 年 9 月 2 日 9:15-15:00。 （五）会议召开方式：本次股东会采用现场投票与网络投票相结合的方式。 向全体股东提供网络形式的投票平台，股权登记日登记在册的公司股东 ...

Core Viewpoint - The announcement details the plan of a shareholder, the Changjiang Securities Asset Management - Agricultural Bank - Changjiang Asset Management Xingyao Employee Participation in the Strategic Placement Asset Management Plan, to reduce its holdings in Hebei Keli Automotive Equipment Co., Ltd. by up to 2,333,332 shares, representing 2.45% of the company's total share capital [3][4]. Group 1: Shareholder and Holdings Information - The shareholder involved in the reduction plan holds 2,333,332 shares, which is 2.45% of the total share capital of the company [3]. - The shares were acquired through the company's initial public offering and capital reserve conversion, with 1,666,666 shares allocated during the IPO and 666,666 shares from capital reserve conversion [3][5]. - The shares became tradable on July 22, 2025, and there are no pledges or freezes on these shares [3]. Group 2: Reduction Plan Details - The reason for the reduction is the personal funding needs of the holders of the employee strategic placement asset management plan [4]. - The maximum number of shares to be reduced is 2,333,332, and any changes in the number of shares due to stock dividends or capital reserve conversion will be adjusted accordingly [5]. - The reduction will occur through block trading or centralized bidding within three months after the announcement, starting 15 trading days from the date of disclosure [6]. Group 3: Compliance and Commitments - The shareholder has committed to comply with relevant regulations regarding share reduction, and the plan does not violate any prior commitments [9]. - The lock-up period for the shares was 12 months from the IPO date, and the shareholder has adhered to this commitment [8][9]. - The implementation of the reduction plan will not lead to a change in the company's actual control or affect its governance structure and ongoing operations [10].

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].