Core Points - The article outlines the work system of the Nomination Committee of Shandong Hualu Hengsheng Chemical Co., Ltd, aimed at optimizing the board composition and improving corporate governance [1][2] - The Nomination Committee is responsible for proposing candidates for directors and senior management, ensuring compliance with relevant laws and regulations [2][3] Group 1: General Provisions - The Nomination Committee is established to standardize the selection of company leaders and enhance the governance structure [1] - The committee consists of 3 to 5 directors, with a majority being independent directors [1][2] Group 2: Responsibilities and Authority - The committee proposes nominations for directors and senior management, and its recommendations must be documented if not fully adopted by the board [2][3] - The committee is accountable to the board and must respect its suggestions unless there is sufficient reason to propose alternatives [2][3] Group 3: Decision-Making Procedures - The committee must research the qualifications and selection procedures for directors and managers, submitting resolutions to the board for approval [2][3] - The selection process includes gathering candidates' qualifications and obtaining their consent before nomination [3][4] Group 4: Meeting Rules - The committee holds meetings as needed, requiring a two-thirds attendance for decisions to be valid [6][7] - Decisions are made by majority vote, and meeting records must be maintained for accountability [6][7] Group 5: Supplementary Provisions - The work system is effective upon board approval and must comply with national laws and regulations [7] - The board is responsible for interpreting the work system [7]

Group 1 - The company plans to issue H shares and list on the Hong Kong Stock Exchange, increasing the board members from 6 to 7, with independent directors rising from 2 to 3 [1] - The board has nominated Mr. Tian Hong as an independent non-executive director candidate, effective from the date of H share listing [1] - The board committees will be adjusted post-listing, with Mr. Tian Hong joining the Strategic Decision Committee [1] Group 2 - Mr. Tian Hong holds a Ph.D. in Mechanical Engineering from MIT and has extensive experience in leadership roles at TDK and other companies [2] - As of the announcement date, Mr. Tian Hong does not hold shares in the company and has no related party relationships with major stakeholders [3] - Mr. Tian Hong meets all legal and regulatory requirements to serve as an independent director [3]

Core Points - The article outlines the implementation details of the cumulative voting system for the election of directors at Shandong Hualu Hengsheng Chemical Co., Ltd. [1][2][3] Group 1: Cumulative Voting System - The cumulative voting system allows shareholders to exercise their voting rights based on the total number of shares they hold multiplied by the number of directors to be elected [1][2] - Shareholders can allocate their votes to one or multiple candidates, with the candidates receiving the highest votes being elected [1][2] Group 2: Election Procedures - Independent and non-independent directors are elected separately using the cumulative voting system [1][2] - If only one director is to be elected, the cumulative voting system does not apply [2] - The notice for the shareholders' meeting must indicate that the cumulative voting system will be used when electing more than one director [2] Group 3: Voting Validity and Election Principles - Votes exceeding the total voting rights held by a shareholder will be deemed invalid, while votes less than the total will be considered valid [2] - Directors are elected based on the number of votes received, with a requirement that each elected director must receive more than half of the voting rights held by attending shareholders [2] - In case of a tie in votes, a re-election process will be initiated to ensure the correct number of directors is elected [2] Group 4: Amendments and Effectiveness - Amendments to these rules can be proposed by the board of directors and must be approved by the shareholders' meeting [3] - The rules become effective upon approval by the shareholders' meeting [3]

Core Points - The company is Shandong Hualu Hengsheng Chemical Co., Ltd, established as a joint-stock company in accordance with Chinese laws [1][2] - The registered capital of the company is RMB 2,123.219998 million [2] - The company was approved for public stock issuance and listed on the Shanghai Stock Exchange on June 20, 2002, with an initial issuance of 60 million shares [1][2] Company Structure - The company is a permanent joint-stock company, with all assets divided into equal shares, and shareholders are liable only to the extent of their subscribed shares [2][3] - The chairman serves as the legal representative of the company, and the company is responsible for civil activities conducted by the legal representative [2][3] Business Objectives and Scope - The company's business objective is market-oriented, focusing on expanding financing channels, enhancing production capacity, and ensuring quality and efficiency to improve economic benefits for shareholders [4][5] - The business scope includes manufacturing and sales of basic chemical raw materials, chemical products, fertilizers, and technical services, among others [4][5] Share Issuance and Management - The company issues ordinary shares, and all shares must have equal rights [6][7] - The total number of shares issued by the company is 2,123.219998 million, with the main initiator being Shandong Hualu Group Co., Ltd [6][7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and supervision of company operations, and they must comply with laws and the company's articles of association [14][15] - Shareholders holding more than 5% of voting shares must report any pledges of their shares to the company [19][20] Governance and Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [49][50] - Decisions at shareholder meetings require a majority or two-thirds majority vote, depending on the nature of the resolution [85][86]

Core Points - The document outlines the information disclosure deferral and exemption management system for AmLogic (Shanghai) Co., Ltd. to ensure timely, accurate, and complete information disclosure while protecting investors' rights [2][3][10] Chapter Summaries Chapter 1: General Principles - The system is established based on relevant laws and regulations, including the Company Law of the People's Republic of China and the Shanghai Stock Exchange listing rules [2] Chapter 2: Scope of Deferred and Exempted Disclosure - The company must disclose significant matters promptly unless they involve core technology or business secrets that could harm the company or others if disclosed [3] - If there is sufficient evidence that the information involves state secrets, the company is exempt from disclosure [3] - The company can defer disclosure if there is significant uncertainty regarding major matters, and if confidentiality agreements are in place with insiders [3][6] Chapter 3: Review Procedures for Deferred and Exempted Disclosure - The company must carefully determine the scope of deferred and exempted disclosures and prevent unauthorized leaks [9] - Information that is deferred or exempted must not have been leaked, and insiders must commit to confidentiality [7] Chapter 4: Accountability and Penalties - The company has established a mechanism for accountability regarding deferred and exempted disclosures, with potential penalties for non-compliance [6][8] Chapter 5: Supplementary Provisions - The system will be effective upon approval by the board of directors and will be interpreted and revised by the board [10]

Core Viewpoint - The nomination of Tian Hong as an independent director candidate for the third board of directors of AmLogic Semiconductor (Shanghai) Co., Ltd. has been made, with the nominee meeting all necessary qualifications and independence requirements [1][2]. Summary by Sections Nomination and Qualifications - The nominee has a solid understanding of the operations of listed companies and is familiar with relevant laws and regulations, possessing over five years of necessary work experience in law, economics, accounting, finance, or management [1]. - The nominee has completed training and obtained relevant certification recognized by the stock exchange [1]. Compliance with Regulations - The nominee's qualifications comply with various laws and regulations, including the Company Law of the People's Republic of China and the Management Measures for Independent Directors of Listed Companies by the China Securities Regulatory Commission [2][3]. Independence Criteria - The nominee does not have any relationships that could affect their independence, such as being employed by the company or its affiliates, holding more than 1% of the company's shares, or having significant business dealings with the company [2][4]. Integrity and Record - The nominee has no adverse records, such as administrative penalties from the China Securities Regulatory Commission or criminal investigations related to securities and futures violations within the last 36 months [4][5]. - The nominee has not been dismissed from previous independent director positions due to absence from board meetings [5]. Confirmation of Qualifications - The nominee has passed the qualification review by the nomination committee of the board of directors of AmLogic Semiconductor (Shanghai) Co., Ltd., and there are no conflicts of interest that could affect their independent performance [5].

山东华鲁恒升化工股份有限公司 独立董事制度 （二〇二五年九月四日修订） 第一章 总 则 第一条 为了促进山东华鲁恒升化工股份有限公司（以下简称"公司"或"本公 司"）规范运作，维护公司利益，保障全体股东，特别是中小股东的合法权益不受侵害， 根据《中华人民共和国公司法》 《中华人民共和国证券法》 《上海证券交易所股票上市规 则》 《上市公司独立董事管理办法》 《上海证券交易所公司自律监管指引第 1 号——规范 运作》等国家有关法律、法规、规范性文件及《公司章程》，制定本制度。 第二条 独立董事是指不在公司担任除董事以外的其他职务，并与公司及其主要股 东、实际控制人不存在直接或者间接利害关系，或者其他可能影响其进行独立客观判断 关系的董事。 独立董事应当独立履行职责，不受公司及其主要股东、实际控制人等单位或者个人 的影响。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务。独立董事应当按照相关 的法律法规、中国证券监督管理委员会（以下简称"中国证监会"）规定、证券交易所 业务规则和《公司章程》的要求，认真履行职责，在董事会中发挥参与决策、监督制衡、 专业咨询作用，维护公司整体利益，保护中小股东合法权益。 第四条 ...

山东华鲁恒升化工股份有限公司 董事会战略委员会工作制度 （二〇二五年九月四日修订） 他有关规定，公司设置董事会战略委员会，并制定本工作制度。 第二条 董事会战略委员会是董事会下设的专门工作委员会，主要负责公司长期 可持续发展战略和重大项目决策以及根据国家有关法规和《公司章程》要求由董事会 进行决策的重大事项的研究，并提出建议。 第二章 人员组成 第三条 战略委员会成员由 3 至 5 名董事组成，其中外部董事占多数，并应至少 包括一名独立董事。 第四条 战略委员会委员由董事长、独立董事或者全体董事的三分之一提名，并 由董事会选举产生。 第一章 总 则 第一条 为适应战略发展需要，增强公司竞争力，确定公司发展目标与方针，规 范公司决策活动，加强决策科学性，提高重大投资决策的效益和决策的质量，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》 《公司章程》及其 第五条 战略委员会设主任委员（召集人）一名，由公司董事长担任，负责主持 战略委员会工作。 第六条 战略委员会委员任期与董事会董事任期一致，委员任期届满，连选可以 连任。期间如有委员不再担任公司董事职务，自动失去委员资格，并由委员会根据第 ...

晶晨半导体（上海）股份有限公司 证券代码：688099 证券简称：晶晨股份 公告编号：2025-061 关于聘请 H 股发行并上市审计机构的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 重要内容提示： ? 拟聘请H股发行并上市审计机构：香港立信德豪会计师事务所有限公司 （以下简称"香港立信"） 一、拟聘请H股发行并上市审计机构的基本情况 根据香港立信提供的相关信息，公司聘请H股发行并上市审计机构的基本情 况如下： （一）机构信息 香港立信成立于 1981 年，注册地址为香港。 香港立信是国际会计网络 BDO 的成员所，具备审计依据国际财务报告准则编制的上市公司财务报告的资格并符 合香港联交所的相关要求。 截至 2024 年末，香港立信拥有超过 60 名董事及员工 1,000 人。 供年报审计服务，具有上市公司所在行业审计业务经验。 香港立信已符合香港会计师公会执业法团（专业弥偿）规则，投保有效且足 够的专业责任保险。 最近三年的执业质量检查并未发现任何对香港立信的审计业务有重大影响 的事项。 二、拟聘任H股发行并上 ...

Core Points - The article outlines the work system of the Audit Committee of Shandong Hualu Hengsheng Chemical Co., Ltd, aiming to enhance corporate governance and ensure effective supervision of the management by the board of directors [1][2] - The Audit Committee is composed of 3 to 5 directors, all of whom are external directors, with a majority being independent directors, including at least one accounting professional [3][4] - The committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [2][4] Group 1: General Provisions - The Audit Committee is established to improve governance and decision-making functions of the board [1] - The committee is tasked with ensuring effective oversight of the management by the board [1] Group 2: Composition - The committee consists of 3 to 5 members, all being external directors, with a majority being independent [3] - At least one independent director must be a professional accountant [3][4] Group 3: Responsibilities and Authority - The main responsibilities include supervising external audit work, proposing the hiring or replacement of external audit firms, and reviewing financial reports [2][4] - The committee is accountable to the board and must submit proposals for board review [2][4] Group 4: Decision-Making Procedures - The Audit Committee must have a majority agreement from its members before submitting matters to the board [4] - The committee is required to hold at least four meetings annually, with provisions for temporary meetings as needed [5][6] Group 5: Meeting Rules - Meetings require the presence of at least two-thirds of the members to be valid [5] - Decisions are made by a majority vote, and meeting records must be kept [6]