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 ...

Core Viewpoint - The company has established a three-year shareholder dividend return plan (2024-2026) following its initial public offering, aiming to enhance transparency and operational feasibility in profit distribution while ensuring sustainable development and compliance with regulatory requirements [1][2]. Group 1: Basic Principles of the Plan - The company will implement a stable profit distribution policy, prioritizing reasonable returns to investors while considering sustainable development [1]. - Profit distribution will be based on the lower of the available profits from the consolidated or parent company financial statements to avoid over-distribution [2]. Group 2: Factors Considered in the Plan - The plan takes into account the company's operational situation, development goals, shareholder expectations, social capital costs, and external financing environment, ensuring a stable and scientific return mechanism for investors [2]. Group 3: Specific Dividend Return Plan - The company will distribute profits in cash, stock, or a combination of both, with a preference for cash dividends, and may consider mid-term profit distributions under certain conditions [3]. - The cash dividend policy aims for a minimum of 10% of the available profits to be distributed in cash when conditions are met [3]. Group 4: Conditions and Proportions for Profit Distribution - The company will differentiate cash dividend proposals based on its development stage and any significant capital expenditure plans, with minimum cash dividend ratios set at 80%, 40%, and 20% for different scenarios [5]. - Specific conditions for not distributing profits include negative operating cash flow and high debt ratios [6]. Group 5: Decision-Making Mechanism for Dividend Distribution - The profit distribution plan will be formulated by the board of directors and requires approval from the shareholders' meeting, considering the opinions of independent directors and public investors [7]. - If the company does not distribute cash dividends despite meeting conditions, it must explain the reasons and intended use of retained earnings [7]. Group 6: Adjustments to the Profit Distribution Policy - The company may adjust its profit distribution policy in response to significant operational changes, ensuring that adjustments protect shareholder interests and comply with regulations [8][9]. - The company will review and potentially revise the shareholder dividend return plan every three years based on operational conditions and shareholder feedback [9].

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 关于独立董事候选人任职资格的审查意见 根据《中华人民共和国公司法》（以下简称"《公司法》"）《上市公司 独立董事管理办法》（以下简称"《管理办法》"）《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》（以下简称"《规范运 作》"）等相关法律法规、规范性文件和《公司章程》等的规定，作为河北科 力汽车装备股份有限公司（以下简称"公司"）第二届董事会提名委员会委员， 对提名公司第三届董事会独立董事候选人相关议案进行了认真审议，并仔细阅 读了相关资料，发表审查意见如下： 公司第三届董事会独立董事候选人张丕杰先生、郝世坤先生、孙永洪先生 具备《管理办法》《规范运作》等规定的担任上市公司独立董事的任职条件、 专业背景和工作经验，符合相关法律法规规定的任职资格和独立性等要求。上 述独立董事候选人均已取得独立董事资格证书或独立董事培训证明。 独立董事候选人张丕杰先生、郝世坤先生、孙永洪先生均不存在《公司法》 《管理办法》《规范运作》等法律法规和《公司章程》中规定的不得担任独立 董事的情形，不存在被中国证券监督管理委员会（简称"中国证监会"）确定 为 ...

河北科力汽车装备股份有限公司 投资者关系管理制度 河北科力汽车装备股份有限公司 第一章 总则 第一条 为加强河北科力汽车装备股份有限公司（以下简称"公司"）与投 资者之间的信息沟通，进一步完善公司治理结构，切实保护投资者特别是社会公 众投资者的合法权益，根据《中华人民共和国公司法》 《中华人民共和国证券法》 《上市公司投资者关系管理工作指引》《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—— （以下简称"《上市规则》"）、 创业板上市公司规范运作》（以下简称"《规范运作指引》"）等有关法律、法规、 规范性文件和《河北科力汽车装备股份有限公司章程》 （以下简称"《公司章程》"） 的规定，结合公司的实际情况，特制订本制度。 第二条 投资者关系管理是指公司通过便利股东权利行使、信息披露、互 动交流和诉求处理等工作，加强与投资者及潜在投资者之间的沟通，增进投资 者对公司的了解和认同，以提升公司治理水平和企业整体价值，实现尊重投资者、 回报投资者、保护投资者目的的相关活动。 第三条 公司以及董事、高级管理人员和工作人员开展投资者关系管理工 作，应当严格遵守法律法规、《上市规则》、《 ...