Summary of Key Points Core Viewpoint - The supervisory board of Ningbo Water Meter (Group) Co., Ltd. has conducted a thorough review of the 2024 Employee Stock Ownership Plan and the 2024 Stock Option Incentive Plan, confirming that the adjustments and actions taken are in compliance with relevant laws and regulations, and do not adversely affect the company's financial status or shareholder interests. Group 1: Employee Stock Ownership Plan - The adjustments to the 2024 Employee Stock Ownership Plan are in accordance with the Company Law and relevant guidelines, with a legal and effective review process [1] - The revisions will not have a significant impact on the company's financial condition or operational results, nor will they harm the interests of the company and all shareholders [1][2] Group 2: Stock Option Incentive Plan - The conditions for unlocking the first phase of the 2024 Employee Stock Ownership Plan were not met, leading to the planned repurchase and cancellation of 1,737,250 shares [2] - The adjustment of the exercise price for the 2024 Stock Option Incentive Plan complies with relevant laws and regulations, with a legal and compliant review process [2][3] - Due to unmet performance targets, a total of 938,750 stock options will be canceled, which is legally valid and does not negatively impact the company's financial status or shareholder interests [3]

Capital Changes - The company plans to repurchase and cancel 829,558 shares of restricted stock that have been granted but not yet released from restrictions, resulting in a reduction of total shares from 281,659,426 to 280,829,868 and a decrease in registered capital from 281,659,426 yuan to 280,829,868 yuan [1][2] Governance Changes - The company intends to abolish the supervisory board, transferring its powers to the audit committee of the board of directors, in accordance with the new Company Law effective from July 1, 2024, and related regulatory requirements [2][3] - The company will revise its articles of association to reflect the changes in share capital and the cancellation of the supervisory board, with the revised articles requiring approval from the shareholders' meeting [3][4] Regulatory Compliance - The company will update its governance systems and internal regulations to align with the latest legal and regulatory requirements, enhancing its governance structure and operational standards [3][4]

Core Viewpoint - The document outlines the external investment management system of Ningbo Keli Sensor Technology Co., Ltd., aiming to standardize external investment behavior, enhance management, mitigate risks, and improve investment efficiency while safeguarding the company's image and investors' interests [1][2]. Group 1: General Principles - External investments are defined as monetary funds, equity, or assessed physical or intangible assets contributed for future returns [1]. - Investments are categorized into short-term (up to one year) and long-term (over one year) [1]. - Basic principles for external investments include alignment with the company's development strategy, rational resource allocation, and creation of economic benefits [2]. Group 2: Approval Authority - A professional management and hierarchical approval system governs external investments [2]. - Investments meeting specific thresholds must be submitted to the board for review, including those where total asset value exceeds 10% of the latest audited total assets or where transaction amounts exceed RMB 10 million [2][3]. - For significant investments, expert evaluations are required before submission to the shareholders' meeting for approval [3][4]. Group 3: Organizational Structure - The shareholders' meeting, board of directors, and chairman are responsible for investment decisions, with no other departments or individuals authorized to make such decisions [5]. - A designated leader is responsible for collecting information, preliminary evaluations, and reporting investment progress to the management [5][6]. Group 4: Investment Management Procedures - Short-term investment procedures include regular financial reporting, investment planning, and performance tracking [6][7]. - Long-term investments require a detailed process including feasibility studies, project approval, and implementation management [7][8]. Group 5: Transfer and Recovery of Investments - The company can recover investments under specific circumstances, such as misalignment with business direction or continuous losses [9][10]. - The procedures for transferring investments are aligned with those for approving new investments [9][10]. Group 6: Personnel Management - The company appoints directors and management personnel to oversee newly established companies resulting from external investments [11][12]. - Personnel involved in investments must adhere to responsibilities outlined in the company law and report on investment conditions regularly [12][13]. Group 7: Financial Management and Auditing - The finance department is responsible for comprehensive financial records and accounting for external investments [12]. - Regular audits and financial reporting from subsidiaries are mandated to ensure compliance and protect company interests [12][13]. Group 8: Reporting Major Events - Subsidiaries must report significant events such as asset acquisitions, major lawsuits, and substantial losses to the board promptly [13][14]. - Clear responsibilities for reporting are established to ensure timely communication with the board [14].

General Provisions - The company establishes rules for online voting at shareholder meetings to protect investors' rights [2] - The company will provide an online voting option alongside in-person voting during shareholder meetings [2][4] - Shareholders registered on the equity registration date can vote via the online system [4] Notification and Preparation for Online Voting - The company must prepare and organize online voting in accordance with the requirements set by the Shanghai Stock Exchange [4][6] - The company must disclose relevant information about online voting in the meeting notice [5] - The company must provide shareholder data to the information company two trading days before the meeting [4][6] Methods and Procedures for Online Voting - Shareholders can vote through the Shanghai Stock Exchange trading system or the internet voting platform during the trading hours on the meeting day [6][8] - The company must confirm the identity of shareholders using registration information [6][8] - Voting must be conducted item by item, and shareholders can express their opinions on each proposal [7][8] Statistics and Inquiry of Voting Results - Shareholders who vote on some proposals are considered present at the meeting [10] - The information company will provide voting statistics and details to the company after the voting ends [10][11] - The company must disclose the voting results and any significant matters affecting minority investors [11][12] Supplementary Provisions - The rules will be interpreted by the company's board of directors and will take effect after approval by the shareholder meeting [12]

Core Viewpoint - The article outlines the management system for related party transactions of Ningbo Keli Sensor Technology Co., Ltd, emphasizing the need for fairness, transparency, and compliance with relevant laws and regulations to protect the rights of the company and its shareholders [2][19]. Group 1: General Principles - The management system aims to standardize related party transactions, ensuring their fairness and protecting the legal rights of the company and its shareholders [2]. - The system is binding on shareholders, directors, management, and various departments within the company [2]. - Related party transactions must be documented in written agreements that adhere to principles of equality, voluntariness, equivalence, and compensation [2][3]. Group 2: Pricing Principles - Related party transactions should follow fair pricing principles, ideally aligning with market prices or independent third-party standards [3]. - The pricing methods include state pricing, market pricing, cost-plus pricing, and negotiated pricing based on the specific circumstances of the transaction [3][4]. Group 3: Types of Related Party Transactions - Related party transactions encompass a wide range of activities, including asset purchases or sales, financial assistance, guarantees, leasing, management contracts, and more [6][7]. - The definition of related parties includes both legal entities and natural persons who meet specific criteria, such as holding significant shares or being in key management positions [7][8]. Group 4: Avoidance Procedures - Directors and shareholders with related interests must abstain from voting on related party transactions to ensure impartiality [11][12]. - The procedures for disclosing and avoiding conflicts of interest are clearly outlined, requiring proactive disclosure from involved parties [13][14]. Group 5: Disclosure and Approval - Transactions exceeding 3 million yuan or 0.5% of the company's latest audited net assets must be submitted for board approval and disclosed promptly [19][20]. - The company must provide detailed disclosures regarding the nature of the transaction, pricing policies, and the impact on the company's financial status [14][15]. Group 6: Execution and Compliance - All related party transactions require written agreements and must adhere to the approved procedures for execution [18][19]. - The company is prohibited from providing financial assistance to related parties unless specific conditions are met, including board approval [22][23].

Core Viewpoint - The internal audit management system of Ningbo Keli Sensor Technology Co., Ltd. aims to standardize and enhance the quality of internal audit work, ensuring compliance with relevant laws and regulations while improving economic management and efficiency [1][2]. Group 1: Internal Audit Definition and Scope - Internal audit is defined as an evaluation activity conducted by the company's internal audit department to assess the effectiveness of internal controls, risk management, and the authenticity and completeness of financial information [2][3]. - The internal audit scope includes all business segments related to financial reporting and information disclosure across the company and its subsidiaries [2][6]. Group 2: Organizational Structure and Independence - The company has established an audit committee under the board of directors, which consists of three directors, with a majority being independent directors [3][6]. - The audit department operates independently and is not subject to interference from other departments, ensuring its ability to perform its duties effectively [3][5]. Group 3: Responsibilities and Authority of the Audit Department - The audit department is responsible for supervising the financial management and internal control systems of the company and its subsidiaries, reporting directly to the audit committee [3][8]. - The audit department has the authority to request necessary documents and information from audited units, conduct investigations, and propose improvements to management practices [10][25]. Group 4: Audit Implementation Measures - The audit department must conduct annual evaluations of internal controls and submit reports to the audit committee, focusing on the effectiveness of internal control systems related to financial reporting and information disclosure [26][28]. - The department is required to audit significant external investments, asset purchases, and guarantees promptly, ensuring compliance with approval procedures and assessing associated risks [30][31][32]. Group 5: Information Disclosure and Reporting - The audit committee is responsible for issuing an annual self-evaluation report on internal controls based on the audit department's findings, which must be reviewed by independent directors and auditors [37][39]. - The company must disclose the internal control self-evaluation report and the auditor's report on internal control effectiveness alongside its annual report [40].

Core Points - The company has established a fundraising management system to regulate the use and management of raised funds, enhance their efficiency, and protect investors' rights [2][3] - The system is based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2] - The board of directors is responsible for establishing internal control systems for the storage, use, and management of raised funds [2][3] Fundraising Storage - Raised funds must be stored in a special account approved by the board of directors, and separate accounts should be set up for multiple financings [7][8] - A tripartite supervision agreement must be signed with the sponsor and the commercial bank within one month of the funds being received [8][9] - The company must report to the Shanghai Stock Exchange within two trading days after signing the agreement [4][5] Fundraising Usage - The company must follow specific requirements for using raised funds, including clear application procedures and adherence to the planned usage stated in the issuance documents [10][11] - Any significant changes affecting the normal use of funds must be reported to the Shanghai Stock Exchange [10] - The company is prohibited from using raised funds for financial investments or providing funds to related parties [11][12] Changes in Fundraising Purpose - Any changes in the purpose of raised funds must be approved by the board of directors and disclosed to the Shanghai Stock Exchange [22][23] - The company must conduct feasibility analyses for new projects and ensure that they align with the main business [23][24] - If a project is canceled or terminated, the company must report the reasons and the amount of funds used [15][22] Management and Supervision of Fundraising - The company must accurately disclose the actual use of raised funds and maintain detailed records [27][28] - Internal audits should be conducted at least biannually to ensure compliance with the fundraising management system [16][17] - The sponsor is required to conduct on-site investigations of the fundraising management at least biannually [30][31]

Core Points - The document outlines the internal reporting system for significant information at Ningbo Keli Sensor Technology Co., Ltd, aiming to enhance decision-making, execution, and risk control [1][2] - Significant information is defined as events that may have a substantial impact on the trading price of the company's stock and derivatives [2][4] - The board of directors is designated as the management body for significant information, with the board secretary responsible for overseeing the reporting and disclosure process [4][6] Group 1: Definition and Scope of Significant Information - Significant information includes various events such as meeting matters, major transactions, significant related party transactions, litigation and arbitration matters, major changes, and social responsibility issues [4][6] - Specific thresholds for reporting significant transactions are established, including transactions exceeding 10% of audited annual revenue or net profit, and absolute amounts over RMB 1 million [4][6][7] - Related party transactions must be reported if they exceed RMB 300,000 for legal entities or RMB 30,000 for individuals [6][7] Group 2: Reporting Procedures - Report obligations must be fulfilled within 24 hours of becoming aware of significant information, with continuous monitoring of the information's progress required [10][11] - Reports can be made verbally or in writing, with necessary documentation provided to the board secretary [10][12] - The board secretary is responsible for analyzing reported information and ensuring compliance with disclosure requirements [11][12] Group 3: Confidentiality and Legal Responsibilities - All personnel with access to undisclosed information are required to maintain confidentiality until the information is publicly disclosed [3][12] - Violations of reporting obligations can lead to disciplinary actions, including warnings, demotions, or legal consequences [18][19] - The board of directors is tasked with regular training and communication regarding governance and information disclosure to ensure timely and accurate reporting [17][18]

Core Viewpoint - The document outlines the insider information management system of Ningbo Keli Sensor Technology Co., Ltd, emphasizing the importance of confidentiality and compliance with relevant laws and regulations regarding insider information disclosure. Group 1: Insider Information Management - The company aims to standardize insider information management and enhance confidentiality to maintain fair information disclosure principles [1] - The board of directors is designated as the management body for insider information, with the chairman as the primary responsible person [1] - The board secretary is responsible for supervising, managing, registering, disclosing, and filing insider information [1] Group 2: Definition and Scope of Insider Information - Insider information refers to unpublicized information that significantly impacts the company's operations, finances, or market price of its securities [1] - Examples of insider information include major changes in business policies, significant asset transactions exceeding 30% of total assets, and major losses or debts [1][2] Group 3: Insider Information Recipients - Insider information recipients include company directors, senior management, shareholders holding over 5% of shares, and related parties who can access insider information due to their roles [2][3] Group 4: Registration and Management of Insider Information Recipients - The company must maintain a record of insider information recipients, including details about the timing, location, and nature of the information accessed [4][5] - Relevant parties involved in significant transactions must also complete insider information recipient records [4] Group 5: Confidentiality and Penalties - The company must ensure that confidentiality agreements are signed before disclosing insider information to major stakeholders [6][7] - Violations of the insider information management system can lead to disciplinary actions, including warnings, demotions, or legal consequences [8][9] Group 6: Compliance and Reporting - The company is required to report insider information recipient records and significant event progress memos to the Shanghai Stock Exchange within five trading days after public disclosure [6][10] - The company must ensure that any changes to significant matters are promptly reported to maintain compliance with regulatory requirements [6]

Core Viewpoint - The company has established a public opinion management system to enhance its ability to respond to various public opinions, protect investor rights, and mitigate impacts on its stock and business reputation [2][3]. Group 1: General Principles - The public opinion management system aims to address negative or false media reports, rumors, and information that could affect investor decisions and stock price fluctuations [2]. - Public opinion is categorized into major public opinion, which significantly impacts the company's public image and operations, and general public opinion, which encompasses all other types [2][3]. Group 2: Organizational Structure and Responsibilities - The company has formed a public opinion management working group led by the chairman, with responsibilities including decision-making on public opinion handling and coordinating external communications [3][4]. - The board office is tasked with collecting and managing public opinion information, analyzing its impact, and reporting to the working group [4][5]. Group 3: Response and Handling of Public Opinion - The company emphasizes rapid response, coordinated communication, and proactive engagement in managing public opinion crises [5][6]. - A structured reporting process is in place for departments to report public opinion information, ensuring timely and accurate communication [6][7]. Group 4: Accountability and Confidentiality - The company holds personnel accountable for failing to follow public opinion management procedures, with potential disciplinary actions for causing losses [7][8]. - Confidentiality obligations are imposed on employees and consultants regarding undisclosed significant information, with penalties for breaches that harm the company [7][8].