Group 1 - The company Wuyuan Zikong (SZ 300420) announced the convening of its fifth board meeting on August 25, 2025, to review the 2025 semi-annual report and its summary [1] - For the year 2024, the company's revenue composition is as follows: specialized equipment manufacturing accounts for 90.23%, parking lot operations 8.46%, other businesses 0.75%, financial services 0.5%, and other electronic equipment manufacturing 0.06% [1]

Core Viewpoint - The external guarantee management measures of Suzhou Hailu Heavy Industry Co., Ltd. aim to standardize external guarantee behavior, ensuring the protection of investors' legal rights and the safety of company assets [2] Group 1: Definition and Scope - External guarantees refer to the company providing guarantees, asset pledges, and other forms of security for third parties using its own assets or credit [2] - The measures apply to the company and its controlling subsidiaries, with controlling subsidiaries required to follow the same regulations [2] Group 2: Principles and Risk Control - The company must adhere to principles of legality, prudence, mutual benefit, and safety while strictly controlling guarantee risks [3] - External guarantees must require the counterparty to provide a counter-guarantee, ensuring the counterparty has the actual ability to bear the responsibility [3] Group 3: Approval Process - External guarantee matters must be approved by the board of directors or the shareholders' meeting, requiring a majority of directors and two-thirds of independent directors' consent [4] - The approval process includes a written application and due diligence report submitted by the functional department, which must be reviewed by the general manager before being presented to the board [4][5] Group 4: Disclosure Obligations - The company must disclose the total amount of external guarantees and any significant changes in the guarantee status in a timely manner [15][16] - If the guaranteed party fails to fulfill repayment obligations or faces bankruptcy, the company must disclose this information promptly [16] Group 5: Responsibilities and Penalties - The board of directors is responsible for monitoring guarantee activities and must take corrective actions in case of violations [12] - Individuals who fail to perform their duties in managing guarantees may face disciplinary actions, including warnings or dismissal [12][29]

Core Points - The company establishes a decision-making system for related party transactions to ensure fairness and legality in its dealings with related parties [2][3] - The internal control of related party transactions must adhere to principles of honesty, equality, voluntariness, fairness, openness, and impartiality [2][3] - The company must ensure that related party transactions do not harm the interests of the company and its shareholders, especially minority shareholders [3][4] Summary by Sections General Principles - The company formulates this system based on relevant laws and regulations, including the Company Law and the Listing Rules of the Shenzhen Stock Exchange [2] - Related party transactions must be priced fairly, with compliance in the review process and information disclosure [2][3] Identification of Related Parties and Transactions - Related parties include both legal entities and natural persons with specific relationships to the company [3][4] - The company must maintain a list of related parties and their relationships, updated regularly [4][5] Decision-Making Authority for Related Transactions - Shareholder meetings must review transactions exceeding 5% of net assets, while the board of directors reviews transactions over 300,000 yuan with related entities [6][7] - The general manager can approve transactions below 30,000 yuan or those that do not exceed specified thresholds [7][8] Financial Assistance and Guarantees - The company is prohibited from providing financial assistance to related parties unless specific conditions are met [7][8] - Guarantees for related parties require approval from non-related directors and must be disclosed to shareholders [8][9] Review and Disclosure of Related Transactions - The board of directors must conduct a thorough review of related transactions, considering necessity, reasonableness, and pricing [20][21] - Detailed disclosure of related transactions is required, including transaction amounts and pricing policies [36][37] Daily Related Transactions - Daily transactions must be estimated and disclosed, with specific procedures for significant changes or renewals [30][31] - The company must report on the execution of daily related transactions in its annual and semi-annual reports [31][32] Financial Services Agreements - Financial services agreements with related financial companies must be reviewed and disclosed, ensuring compliance with regulatory standards [23][24] - The company must conduct risk assessments and disclose any potential risks associated with these agreements [24][25] Joint Investments and Asset Transactions - Joint investments with related parties must be calculated based on the investment amounts and disclosed accordingly [29][30] - Asset purchases from related parties require shareholder approval if the transaction price exceeds certain thresholds [54][55] Compliance and Enforcement - The decision-making system is binding on the company, its board, and management, ensuring adherence to laws and regulations [62][63] - The system takes effect upon approval by the shareholder meeting, with the board responsible for its interpretation [65][66]

Core Points - The document outlines the external investment management system of Suzhou Hailu Heavy Industry Co., Ltd, aiming to strengthen management, standardize investment behavior, and mitigate risks [1][2]. Group 1: Principles of External Investment - External investments must comply with national laws, regulations, and the company's articles of association [3]. - Investments should enhance the company's economic benefits and facilitate effective resource allocation [3]. Group 2: Approval Process - The Securities Investment Department is responsible for preparing feasibility reports for external investments, which require preliminary review by the general manager and evaluation by the Board's Strategic Committee before submission for approval [2][3]. - Specific thresholds for board approval include transactions involving assets totaling over 10% of the company's latest audited total assets or net assets, or transactions with significant impacts on revenue or profit [4][5]. Group 3: Responsibilities and Daily Management - The Securities Investment Department manages long-term equity investments and is tasked with collecting financial reports from invested entities and conducting financial analyses [10][18]. - The company must appoint representatives to oversee investments, ensuring they report on the operational status of invested entities [21][22]. Group 4: Information Disclosure - The company is obligated to fulfill information disclosure requirements in accordance with relevant regulations and internal policies [29][14]. Group 5: Accountability - Violations of the investment management system may result in disciplinary actions against responsible individuals, including warnings or termination [30][31].

董事离职管理制度 苏州海陆重工股份有限公司 董事离职管理制度 第一章 总 则 第一条 为了规范苏州海陆重工股份有限公司（以下简称"公司"）的董事 离职管理，保障公司治理结构的稳定性和连续性，维护公司及股东的合法权益， 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》、《上市公司章程指引》《上市公司独立董事管理 办法》《深圳证券交易所股票上市规则》《深圳证券交易所上市公司自律监管指 引第 1 号——主板上市公司规范运作》等法律、法规及《公司章程》的规定，制 定本制度。 第二条 本制度适用于公司全体董事，包括独立董事、非独立董事以及职工 代表董事。 第三条 公司非职工代表董事由股东会选举或更换，职工代表董事由公司职 工代表大会等民主形式选举或更换，董事可以在任期届满前由股东会或职工代表 大会决议解任。董事在任期届满前可以辞职。董事离任的应当按照《公司章程》 和本制度的规定办理离任手续。 第二章 离职的情形与程序 第四条 公司董事离职包括任期届满未连任、主动辞职、被解除职务、退休 及其他导致董事实际离职的情形。 第六条 公司董事会应在收到辞职报告后二个交易日内披露董 ...

General Provisions - The purpose of the management system is to strengthen the control over subsidiaries of Suzhou Hailu Heavy Industry Co., Ltd., standardize internal operations, and protect the rights of the company and its investors [1] - The term "subsidiary" refers to companies established by the company that have independent legal status, including wholly-owned subsidiaries and those where the company holds more than 50% of the shares or controls the board [1][2] Organizational Management - Subsidiaries must establish shareholder meetings, boards of directors, and supervisory boards according to their articles of association, with the company exercising management through participation in these meetings [4] - The company has rights proportional to its shareholding, including profit distribution, voting rights, and access to important documents [4][5] Operational Management - Subsidiaries must comply with national laws and regulations, and develop management goals aligned with the company's development plans [11] - The general manager of a subsidiary is responsible for preparing annual reports and operational plans, which must be submitted to the company's board for approval [12] Financial, Funding, and Guarantee Management - Subsidiaries must adhere to the company's unified financial management policies and submit relevant reports regularly [15] - Major expenditures and guarantees require prior approval from the company, ensuring strict control over financial activities [20][21] Investment Management - Subsidiaries can propose investment projects based on market conditions, which must be approved by the company [22] - The acquisition of fixed assets below 300,000 yuan can be decided by the subsidiary, while larger acquisitions require joint decision-making with the company's financial management [23] Information Disclosure and Reporting - Subsidiaries must report significant business and financial matters to the company's board secretary, ensuring compliance with disclosure obligations [26][27] Supervision and Audit - Subsidiaries are subject to internal and external audits to ensure compliance with management systems and financial practices [28][29] Assessment and Reward System - Subsidiaries must establish their own compensation and incentive mechanisms, subject to company review, and conduct annual assessments of their management personnel [32][33]

Core Points - The company has established a management system for external information reporting and usage to enhance the preparation, review, and disclosure of periodic reports and significant events [1][2] - The board of directors and senior management are required to comply with the company's information disclosure management regulations during the reporting process [1] - Confidentiality obligations are imposed on directors, senior management, and other relevant personnel during the preparation of periodic reports and planning of significant events [1][2] Summary by Sections - **External Information Reporting**: The company must not disclose any significant information or financial reports to external parties before the official announcement [2] - **Insider Information Management**: External parties receiving undisclosed significant information must sign a confidentiality agreement and are prohibited from trading the company's stock based on this information [2] - **Liability for Breach**: If external parties leak confidential information, they must notify the company immediately, and the company will report to the Shenzhen Stock Exchange [2] - **Regulatory Compliance**: The company will seek compensation for economic losses caused by violations of the established regulations and may involve judicial authorities in cases of criminal conduct [2][3] - **Implementation and Oversight**: The board of directors is responsible for interpreting and revising the management system, which takes effect upon approval [3]

Core Viewpoint - The document outlines the contract management regulations of Suzhou Hailu Heavy Industry Co., Ltd., aiming to standardize contract management, protect the company's legal rights, and ensure compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The company implements unified management and tiered responsibility for contracts, involving the general manager, relevant management departments, and contract handling departments [1]. - A systematic management approach is established, including legal education, contract management institutions, and responsibility systems to ensure orderly contract management [1][3]. Group 2: Contract Signing - Contracts include various types such as sales, supply, borrowing, leasing, and service contracts, among others [2]. - Written contracts are required for significant economic transactions, and contracts must be comprehensive and precise, following established templates [3][4]. Group 3: Approval Procedures and Authority - The contract signing process involves drafting by the handling department, review by the management department, and approval from the finance department for contracts involving payments [14][6]. - Major contracts require legal review and must be signed by the legal representative or authorized agents [14][6]. Group 4: Contract Performance, Changes, and Termination - After a contract is signed, the handling department must ensure timely notification to relevant units for execution and monitor compliance [16][8]. - Changes, transfers, or terminations of contracts must be documented in writing and follow the same approval procedures as the original contract [18][19]. Group 5: Handling Contract Disputes - Disputes arising during contract performance should first be resolved through negotiation; if unsuccessful, formal applications for dispute resolution must be submitted [20][21]. Group 6: Contract Management - The management department oversees the execution of contracts and maintains records, ensuring proper documentation and archiving of all related materials [22][23]. Group 7: Rewards and Penalties - The company rewards individuals who adhere to laws and regulations in contract management and penalizes those who violate procedures or cause economic losses [24][25].

Core Points - The internal audit system of Suzhou Hailu Heavy Industry Co., Ltd. aims to strengthen internal auditing and supervision, ensuring the protection of the company's and shareholders' legal rights [2] - The audit department operates independently under the guidance of the audit committee and is responsible for various auditing tasks [3][4] Group 1: Audit Structure and Responsibilities - The company has established an audit department responsible for internal auditing, which operates under the leadership of the board of directors [3] - The audit department is required to have qualified personnel with necessary professional knowledge [3] - The responsibilities of the audit department include auditing internal control systems, conducting special audits on significant management issues, and assisting external auditors [8][9] Group 2: Audit Procedures and Reporting - The audit department must draft an audit plan for approval by the board's audit committee before conducting audits [10] - Audits must be preceded by a notification to the audited unit, detailing the audit's scope, content, and requirements for cooperation [11] - Audit reports should be completed within ten working days and must include the audit's basis, scope, and evaluation opinions [17][19]

Core Points - The document outlines the Independent Director Special Meeting Work System for Suzhou Hailu Heavy Industry Co., Ltd, aiming to enhance corporate governance and the role of independent directors [1][2] - Independent directors are defined as those who do not hold other positions within the company and have no direct or indirect interests that could affect their independent judgment [1][2] - The system emphasizes the responsibilities of independent directors to act in the best interests of the company and all shareholders, particularly minority shareholders [2] Summary by Sections - **Responsibilities of Independent Directors**: Independent directors owe a duty of loyalty and diligence to the company and all shareholders, and must fulfill their roles according to laws, regulations, and the company's articles of association [2] - **Special Meetings**: The company is required to hold regular or irregular meetings attended solely by independent directors, which must be convened by a majority of them [2][4] - **Meeting Procedures**: Meetings should be held in person, but can also utilize video or phone conferencing if necessary. Independent directors must attend in person or delegate their voting rights to another independent director [4][5] - **Special Powers**: Independent directors have specific powers, including hiring external consultants for audits or consultations, and proposing the convening of extraordinary shareholder meetings [4][5] - **Decision-Making**: Certain matters must be reviewed and approved by a majority of independent directors in special meetings, including related party transactions and issues that may harm the company or minority shareholders [5][6] - **Documentation and Confidentiality**: Meeting records must be accurately maintained and signed by attending independent directors, and confidentiality regarding meeting discussions is mandatory [5][6] - **Annual Reporting**: Independent directors are required to submit an annual report to the company's annual shareholder meeting, detailing their responsibilities and the outcomes of special meetings [6] - **Regulatory Compliance**: The system is subject to national laws and regulations, and any conflicts with future laws or amendments to the company's articles of association will necessitate revisions [6]