合肥合锻智能制造股份有限公司 薪酬与考核委员会工作细则 第一章 总则 第一条 为进一步建立健全公司董事（不含独立董事，下同）及高级管理人 员的考核和薪酬管理制度，完善公司治理结构，根据《中华人民共和国公司法》《 上市公司治理准则》等有关法律、法规和《合肥合锻智能制造股份有限公司章程》 的规定，公司特设立董事会薪酬与考核委员会，并制定本工作细则。 第二条 薪酬与考核委员会是董事会设立的专门工作机构，主要负责制定公 司董事、高级管理人员和其他人员的考核标准并进行考核；负责制定、审查公司 董事、高级管理人员和其他人员的薪酬政策与方案，对董事会负责。 第三条 本规则所称董事是指在本公司领取薪酬的董事，高级管理人员是指 董事会聘任的总经理、副总经理、董事会秘书、财务负责人，其他人员是指各事 业部总经理、各分公司负责人、公司驻外机构的负责人。 第二章 机构及人员组成 第四条 薪酬与考核委员会成员由三名董事组成，独立董事应当过半数并担 任召集人。 第五条 薪酬与考核委员会委员由董事长、过半数独立董事或者三分之一以 上的全体董事提名，并由董事会选举产生。 第六条 薪酬与考核委员会设召集人一名，由独立董事担任，负责主持委员 会 ...

Core Viewpoint - The article discusses the ongoing trend of local state-owned enterprises (SOEs) in China acquiring listed companies, highlighting both successful and unsuccessful cases, and the implications for local economic development and asset management [1][21]. Group 1: Recent Acquisitions and Changes - Shandong Pharmaceutical Glass has changed ownership to China National Pharmaceutical Group, and now another local SOE, Zibo Financial Holdings, is planning to transfer its 99% stake in Zibo Zhantian Hong Song Equity Investment Fund, potentially altering control of Dongjie Intelligent [2][3]. - Zibo SOEs have previously acquired listed companies like Jianghua Micro and Dongjie Intelligent, with mixed results in terms of performance and achieving local government objectives [3][9]. Group 2: Performance of Acquired Companies - Jianghua Micro's revenue has shown growth, but net profit has declined, with 2024 revenue at 1.099 billion yuan, up 6.73%, while net profit fell 6.29% to approximately 98.63 million yuan [11][12]. - Dongjie Intelligent has faced continuous losses since the acquisition, with revenues decreasing from 1.3 billion yuan in 2021 to 807 million yuan in 2024, and net profits turning negative [14][22]. Group 3: Local SOE Investment Strategies - Local SOEs are increasingly investing in listed companies to enhance local industry development and achieve capital appreciation through stock price increases [4][21]. - The Zibo government has ambitious plans for nurturing and acquiring listed companies, including a strategic partnership with Yingke Capital to create a 20 billion yuan technology innovation fund [19][20]. Group 4: Challenges and Reflections - The article highlights the dual nature of local SOE acquisitions, which can lead to both economic benefits and risks of asset loss or mismanagement [21]. - The case of ST Zhongcheng, which faced delisting after significant financial troubles, raises questions about the effectiveness of local SOE management and investment strategies [6][7]. Group 5: Future Outlook - Despite recent performance improvements in Dongjie Intelligent, the decision by Zibo SOEs to transfer shares raises questions about their long-term strategy and commitment to supporting local enterprises [23].

Core Viewpoint - The company has announced the redemption of idle raised funds for cash management and will continue to manage these funds to enhance financial efficiency and shareholder returns [2][3]. Summary by Sections Cash Management Overview - The company has approved the use of up to 35 million yuan of idle raised funds for cash management, focusing on safe, liquid, and principal-protected financial products [2][15]. - The cash management aims to improve fund utilization efficiency and increase returns for shareholders without affecting project construction or normal operations [3][4]. Financial Product Redemption - The company redeemed a structured deposit from Guangfa Bank amounting to 32 million yuan, yielding a return of 181,500 yuan [3][6]. Fund Sources - The cash management funds are sourced entirely from temporarily idle funds raised from the initial public offering (IPO) [4]. Initial Public Offering Details - The company raised a total of 416.07 million yuan from the IPO, with a net amount of 367.51 million yuan after expenses [5]. Cash Management Product Details - The cash management product is a principal-protected floating income structured deposit with a term from July 29, 2025, to October 27, 2025 [6][9]. Internal Control and Risk Management - The company has established a robust internal control system to ensure that cash management does not affect project funding and adheres to safety and liquidity standards [8][10]. - The financial department will monitor the investment and take necessary actions to mitigate risks [11][12]. Impact on Company - The use of idle funds for cash management is expected to enhance overall performance and provide additional returns to shareholders, without compromising the funding of ongoing projects [10][15].

Group 1 - The company, Guangdong Genesis Intelligent Equipment Group Co., Ltd., has received an inquiry letter from the Shenzhen Stock Exchange regarding its application for a specific object stock issuance [1][2] - The company has conducted thorough research and provided responses to the inquiries listed in the letter, along with updates to the fundraising prospectus and other application documents [1] - The issuance of stocks is subject to approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission, with uncertainties regarding the approval process and timeline [2] Group 2 - The company emphasizes the importance of timely information disclosure based on the progress of the stock issuance matter [2] - Investors are advised to make cautious decisions and pay attention to investment risks associated with this stock issuance [2]

Core Viewpoint - The company Tanaka Precision Machinery (300461) has received a court ruling for the bankruptcy liquidation of its 70% owned subsidiary, Shenzhen Youfu Intelligent Equipment Co., Ltd. [1] Group 1 - The Guangdong Province Shenzhen Intermediate People's Court accepted the bankruptcy liquidation application filed by Zhejiang Tanaka Precision Machinery Co., Ltd. against Shenzhen Youfu Intelligent Equipment Co., Ltd. on July 17, 2025 [1] - Following the court's acceptance of the bankruptcy application, Tanaka Precision Machinery will lose control over Youfu Intelligent, which will no longer be included in the consolidated financial statements [1]

Core Points - The company is holding its third extraordinary general meeting of shareholders in 2025 to discuss key proposals related to its stock incentive plan [1][9][10] - The meeting will include discussions on the draft of the 2025 Restricted Stock Incentive Plan, its implementation assessment management measures, and the authorization for the board to handle related matters [1][9][10] Meeting Procedures - The meeting will take place on August 4, 2025, at 14:00 in Shenzhen, combining on-site and online voting methods [4][5] - Attendees must register and present identification documents to confirm their eligibility to participate [1][2] - The meeting will follow a structured agenda, including the announcement of attendees, reading of meeting rules, and voting on the proposed resolutions [5][6] Proposals Overview - Proposal One focuses on the 2025 Restricted Stock Incentive Plan draft aimed at establishing a long-term incentive mechanism to attract and retain talent while aligning interests among shareholders, the company, and core teams [8][9] - Proposal Two addresses the implementation assessment management measures for the incentive plan, ensuring alignment with legal regulations and company goals [9][10] - Proposal Three seeks authorization for the board to manage various aspects of the incentive plan, including determining eligibility, adjusting stock grants, and handling necessary administrative tasks [10][12]

Group 1 - The recent series of international expos in China, including the China International Supply Chain Promotion Expo, aims to showcase China's market potential and promote global cooperation amidst challenges like unilateralism and protectionism [1][2] - The expos serve as platforms for industry collaboration, with a focus on long-term mutual benefits rather than short-term transactions, exemplified by the partnerships formed at the Chain Expo [1][3] - The 15th China-Northeast Asia Expo will take place in August, emphasizing international cooperation and new platforms for trade and investment, while the 7th China-Arab States Expo will focus on deepening economic ties and exploring new growth areas [2][3] Group 2 - The Chain Expo has seen a rising proportion of overseas exhibitors, reaching 35% in its third edition, with over 65% being Fortune 500 and industry-leading companies, covering 75 countries and regions [3][4] - The Northeast Asia Expo has attracted over 8,000 participants from 42 countries and regions, indicating strong international interest [3][4] - The 2025 China International Big Data Industry Expo is also drawing significant foreign participation, with major companies like Intel and German Data confirmed to exhibit [3][4] Group 3 - The expos are reshaping international perceptions of China's openness, attracting multinational companies and facilitating partnerships through shared rules and technology [4][5] - The Chain Expo introduced an innovation chain section, showcasing 152 new products and technologies, a 67% increase from the previous year, highlighting China's commitment to high-quality economic development [4][5] - The Northeast Asia Expo will debut a "Modern Industry Pavilion" to showcase traditional industries and new productivity achievements, while the Big Data Expo will feature specialized areas for advanced technologies [5]

Fundraising Overview - The company received approval from the China Securities Regulatory Commission on March 21, 2023, for its initial public offering, raising a net amount of RMB 2,128.60 million after deducting issuance costs of RMB 80.38 million [1] - The total amount of funds was fully in place by May 31, 2023, as verified by Tianzhi International Accounting Firm [1] Fund Management and Account Opening - The company established a fundraising management system to ensure the proper use of raised funds, including a tripartite supervision agreement with the underwriter and banks [1] - As of the announcement date, several fundraising special accounts were opened, with some accounts being canceled [2][4] Account Cancellation - The company decided to cancel certain fundraising special accounts and cash management accounts following the completion of specific fundraising projects, including the "Intelligent Unmanned Coal Mining Control Equipment Intelligent Factory Construction Project" [3][4] - The remaining funds in the canceled accounts were transferred to general accounts, and the corresponding tripartite supervision agreements were terminated [3][4]

Meeting Information - The third extraordinary general meeting of shareholders will be held on August 4, 2025, at 14:00 [1] - The meeting will take place at the conference room on the 10th floor of the Huizhi R&D Center, Longteng Community, Xixiang Street, Bao'an District, Shenzhen [1] - Voting will be conducted through a combination of on-site and online methods using the Shanghai Stock Exchange's shareholder meeting online voting system [1][2] Voting Procedures - Shareholders can vote via the Shanghai Stock Exchange's online voting system from 9:15 to 15:00 on the day of the meeting [1][4] - Specific voting times through the trading system are from 9:15-9:25, 9:30-11:30, and 13:00-15:00 [1] - Shareholders must complete identity verification to vote on the online platform [4] Meeting Agenda - The meeting will review proposals that have been approved by the company's board of directors [3] - Related shareholders, such as those involved in the company's 2025 restricted stock incentive plan, must abstain from voting [3] Attendance Requirements - Shareholders registered with the China Securities Depository and Clearing Corporation Limited as of July 28, 2025, are eligible to attend [4] - Attendance can be in person or through a written proxy, with specific identification requirements for both shareholders and proxies [4][5] Additional Information - All expenses incurred by attending shareholders and their proxies will be self-funded [5] - Contact information for the meeting includes a phone number and email for inquiries [5]

Core Viewpoint - The company has announced a restricted stock incentive plan for 2025, aiming to attract and retain talent while aligning the interests of shareholders, the company, and employees [1][2]. Group 1: Incentive Plan Overview - The incentive method is through the issuance of second-class restricted stocks [1][2]. - A total of 1,230,000 restricted stocks will be granted, representing 1.30% of the company's total share capital of 94,456,295 shares [1][2]. Group 2: Purpose and Principles - The plan aims to enhance the long-term incentive mechanism, motivate employees, and ensure a focus on the company's long-term development while safeguarding shareholder interests [1][2]. Group 3: Stock Distribution - The distribution of restricted stocks among key personnel includes: - 300,000 shares to Zhou Yongliang (24.39%) - 150,000 shares to Zheng Yiping (12.19%) - 70,000 shares to Lin Guangman (5.69%) - 32,000 shares each to Wang Shiping, Han Ningning, and Zhuang Qingbo (2.60% each) - 614,000 shares to other incentivized personnel [2]. Group 4: Validity and Granting Conditions - The plan is valid for a maximum of 36 months from the grant date, which will be determined after shareholder approval [4]. - The grant price for the restricted stocks is set at 11.50 yuan per share, approximately 50.51% of the trading average price prior to the announcement [7][8]. Group 5: Performance Assessment - The performance assessment for the incentive plan will be based on the company's revenue and net profit for the fiscal years 2025 and 2026, with specific targets set for each year [11][12]. - The assessment will determine the proportion of stocks that can be vested based on the company's performance [11][12]. Group 6: Rights and Obligations - The company has the right to cancel unvested stocks if the incentive conditions are not met, while the incentivized personnel must comply with the terms of the stock grant agreement [21][23].