双林股份有限公司 董事会薪酬与考核委员会议事规则 第一章 总则 第一条 为进一步建立健全公司董事（非独立董事）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》、 《公司章程》及其他有关规定，公司特设立董事会薪酬与考核委员 会，并制订本议事规则。 第二条 董事会薪酬与考核委员会是董事会依据相应法律法规设立的专门工 作机构，主要负责制定公司董事及高级管理人员的考核标准并进行考核；负责制 定、审查公司董事及高级管理人员的薪酬决定机制、决策流程、支付与止付追索 安排等薪酬政策与方案，对董事会负责。 第三条 本规则所称董事是指在本公司支取薪酬的董事长、董事，高级管理 人员是指董事会聘任的总经理、副总经理、财务负责人、董事会秘书及公司章程 规定的其他高级管理人员。 第二章 人员组成 （三）最近三年不存在因重大违法违规行为被中国证监会予以行政处罚的情 形； （四）具备良好的道德品行，具有人力资源管理、企业管理、财务、法律等 相关专业知识或工作背景； （五）符合有关法律、法规或《公司章程》规定的其他条件。 第七条 不符合前条规定的任职条件的人员不得当选为薪酬与考核 ...

General Principles - The company establishes a system for the temporary suspension and exemption of information disclosure to ensure compliance with legal obligations and protect investors' rights [1][2] - The system is based on relevant laws, regulations, and the company's articles of association [1] Scope of Temporary Suspension and Exemption - Information can be temporarily suspended or exempted from disclosure if it involves state secrets or could violate confidentiality regulations [2][3] - Business secrets can also be exempted if disclosure could lead to unfair competition or harm the interests of the company or others [2][3] Conditions for Temporary Suspension - Conditions for temporarily suspending disclosure include the absence of leaks, written confidentiality commitments from insiders, and no abnormal trading of the company's stock [4][5] Review Procedures - The company must carefully determine the necessity of temporary suspension or exemption and take measures to prevent leaks [5][6] - Documentation of the decision process, including the type of information and internal review procedures, must be maintained for at least ten years [5][6] Reporting Obligations - The company is required to report any temporarily suspended or exempted disclosures to the regulatory authorities within ten days after the publication of regular reports [6] Amendments and Effectiveness - The board of directors is responsible for revising and interpreting the system, which becomes effective upon approval [6]

Core Viewpoint - The internal control management system of Shuanglin Co., Ltd. aims to enhance the company's operational standards and protect investors' rights by adhering to relevant laws and regulations [1][2]. Summary by Sections General Principles - The internal control system is established to ensure compliance with laws, improve operational efficiency, safeguard assets, and ensure accurate information disclosure [1]. - The board of directors is responsible for the formulation and effective execution of the internal control system [1]. Framework and Execution of Internal Control - The internal control encompasses environmental control, business control, accounting system control, electronic information system control, information transmission control, and internal audit control [1][2]. - The internal control system includes elements such as internal environment, goal setting, risk identification, risk assessment, risk response, control activities, and information communication [2][3]. Key Control Activities - The internal control system covers all business processes, including sales, procurement, production, research and development, fixed asset management, fund management, financing, investment, related party transactions, financial reporting, information disclosure, and human resource management [4][5][6]. - The company emphasizes the importance of internal audit and continuous monitoring to ensure the effectiveness of the internal control system [19][20]. Management Control of Subsidiaries - The company establishes control policies for its subsidiaries, ensuring they adhere to the internal control system and report significant business and financial matters to the board [17][18]. - The management control includes oversight of major financial and operational matters, requiring subsidiaries to report significant decisions and transactions [17][18]. Internal Control of Related Transactions - The company follows principles of honesty, equality, and fairness in related party transactions, ensuring that such transactions do not harm the interests of the company and its shareholders [22][23]. - Approval processes for related transactions are clearly defined, requiring independent directors' prior consent [22][23]. External Guarantee Control - The company implements strict controls over external guarantees, ensuring compliance with legal and regulatory requirements [31][32]. - The board must carefully evaluate the financial and operational status of the guaranteed parties before approving guarantees [32][33]. Use of Raised Funds Control - The company mandates strict management of raised funds, including storage, approval, usage, and supervision [41][42]. - Regular tracking of project progress and fund usage is required to ensure compliance with the intended purposes outlined in the prospectus [44][45]. Major Investment Control - The company adheres to principles of legality, prudence, and effectiveness in major investments, requiring thorough evaluation and monitoring of investment projects [50][51]. - A dedicated team is responsible for assessing the feasibility and risks associated with major investments [51][52]. Information Disclosure Control - The company ensures compliance with disclosure regulations, maintaining transparency in reporting significant information that may impact stock prices [57][58]. - A strict internal confidentiality policy is enforced to protect sensitive information before public disclosure [59][60]. Internal Audit and Evaluation - An internal audit department is established to oversee the implementation of the internal control system and ensure the accuracy of financial information [63][64]. - Regular audits are conducted to evaluate the effectiveness of internal controls, with findings reported to the audit committee [66][67].

Core Viewpoint - The company aims to enhance communication with investors and potential investors, improve corporate governance, and increase overall corporate value through a structured investor relations management system [2][3]. Group 1: Principles of Investor Relations Management - Compliance Principle: The company must conduct investor relations management in accordance with laws, regulations, and internal rules [3]. - Equality Principle: All investors should be treated equally, with special provisions for small and medium investors [4]. - Proactivity Principle: The company should actively engage in investor relations activities and respond to investor feedback [4]. - Honesty and Integrity Principle: The company must maintain integrity and responsibility in its investor relations activities [4]. Group 2: Content and Methods of Investor Relations - The main objects of investor relations management include investors, analysts, media, and other relevant institutions [5]. - Communication methods include official websites, investor meetings, roadshows, and various media platforms [5][6]. - Key communication topics include company strategy, management information, environmental and governance issues, and shareholder rights [5][6]. Group 3: Investor Relations Activities - The company should hold investor briefings and meetings to explain performance, respond to questions, and gather feedback [6][7]. - Investor meetings should be scheduled at convenient times and provide opportunities for small shareholders to participate [10]. - The company must maintain records of investor relations activities, including participant details and discussion content [14]. Group 4: Information Disclosure - The company is required to disclose significant information in a timely, accurate, and complete manner [30][31]. - Fair disclosure principles must be followed to ensure all investors have equal access to information [32]. - The company should voluntarily disclose relevant information to assist investors in making informed decisions [33][34]. Group 5: Responsibilities and Training - The company’s board secretary is responsible for coordinating investor relations management [11]. - Staff involved in investor relations must possess good character, professional knowledge, and communication skills [12]. - Regular training should be provided to key personnel to enhance their understanding of relevant laws and regulations [12].

General Provisions - The purpose of the audit committee's rules is to enhance the decision-making function of the board of directors, ensuring effective supervision of the management team and improving internal controls [1][2] - The audit committee is established as a specialized working body of the board of directors, responsible for communication, supervision, and verification of internal and external audits [2] Composition of the Committee - The audit committee consists of three directors who are not senior management, including at least two independent directors, with one being a professional accountant [3] - The committee members are elected by the board of directors, with a designated chairperson from the independent directors [3][4] Responsibilities and Authority - The audit committee is responsible for reviewing financial information, supervising internal and external audits, and exercising the powers of the supervisory board as stipulated by law [4] - Key matters requiring the committee's approval include financial report disclosures, hiring or dismissing external auditors, and changes in accounting policies [4][5] Meeting Procedures - The audit committee must meet at least quarterly, with provisions for special meetings as needed [5][6] - A quorum for meetings requires the presence of at least two-thirds of the members, and decisions must be approved by a majority [6][10] Decision-Making and Documentation - Meeting records must be maintained for at least ten years, detailing attendance, agenda, discussions, and voting results [26][27] - The committee's proposals must be communicated to the board of directors promptly after meetings [28] Conflict of Interest and Evaluation - Committee members must disclose any conflicts of interest and recuse themselves from voting on related matters [30][31] - The committee has the authority to conduct internal audits and request necessary documents from relevant departments [34][35]

双林股份有限公司 董事会提名委员会议事规则 董事会提名委员会议事规则 第一章 总则 第一条 为规范公司领导人员的产生，优化董事会组成，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》及其他有关 规定，公司特设立董事会提名委员会，并制订本议事规则。 第二条 董事会提名委员会是董事会依据相应法律法规设立的专门工作机 构，对董事会负责并报告工作，主要负责对公司董事和高级管理人员的人选、选 择标准和程序进行选择并提出建议。 第二章 人员组成 第三条 提名委员会成员由三名董事组成，其中独立董事两名。 第四条 提名委员会委员由董事会选举产生。提名委员会设召集人一名，由 董事会选举一名独立董事委员担任，负责主持委员会工作。 第五条 提名委员会委员必须符合下列条件： （一）不具有《公司法》或《公司章程》规定的不得担任公司董事、高级管 理人员的禁止性情形； 第八条 提名委员会因委员辞职或免职或其他原因而导致人数低于规定人数 的三分之二时，公司董事会应尽快指定新的委员人选。在提名委员会委员人数达 到规定人数的三分之二以前，提名委员会暂停行使本议事规则规定的职权。 第九条 《公司法》、 《公 ...

Core Points - The company has established a system for accountability regarding significant errors in annual report disclosures to enhance the quality and transparency of information [1][4] - The system applies to board members, senior management, subsidiary heads, controlling shareholders, and other personnel involved in annual report disclosures [1][2] - The accountability system is based on principles of objectivity, fairness, and proportionality between fault and responsibility [1][3] Summary by Sections General Principles - The system aims to ensure the authenticity, accuracy, completeness, and timeliness of annual report disclosures [1] - It is formulated in accordance with various laws and regulations, including the Company Law and Securities Law [1] Accountability for Significant Errors - Responsibility will be pursued in cases of violations of laws and regulations leading to significant errors in disclosures [2] - Specific scenarios warranting accountability include breaches of internal control systems and failure to communicate effectively during the disclosure process [2] Forms and Types of Accountability - Various forms of accountability include correction orders, public criticism, demotion, fines, and termination of employment [3][4] - The company will consider the reasons for errors, consequences, and the position of the responsible individuals when determining accountability measures [4] Additional Provisions - The results of accountability for significant errors will be included in the annual performance evaluation of relevant departments and personnel [4] - The system will be revised in accordance with any changes in national laws or the company's articles of association [4]

Core Points - The company has established an insider information management system to enhance confidentiality and protect investors' rights [1][2] - The system outlines the responsibilities of the board of directors and the secretary in managing insider information [3][4] - Insider information is defined as non-public information that could significantly impact the company's operations or stock prices [8][9] - The company emphasizes strict confidentiality obligations for insiders and prohibits insider trading [20][21] Group 1: Insider Information Management - The management of insider information is the responsibility of the board of directors, with the chairman as the main person in charge [3] - The company's securities department is tasked with daily management of insider information and investor relations [1][2] - Any disclosure of insider information requires approval from the board secretary and must be reported to the chairman if deemed significant [2][4] Group 2: Definition and Scope of Insider Information - Insider information includes significant changes in business strategy, major asset transactions, and important contracts that could affect the company's financial status [9][10] - The scope of insider information also covers changes in major shareholders, significant losses, and legal issues involving the company [9][10] Group 3: Insider Information Recipients - Insider information recipients include company directors, senior management, and major shareholders, as well as relevant personnel from associated companies and regulatory bodies [11][12] - The company must maintain a detailed record of all individuals who have access to insider information, including their roles and the nature of the information [12][13] Group 4: Confidentiality and Compliance - Insiders are required to sign confidentiality agreements and are prohibited from disclosing insider information or trading based on it [20][21] - The company must provide training to ensure that insiders understand their rights and responsibilities regarding insider information [22][23] Group 5: Accountability and Penalties - The company will conduct self-inspections of insider trading activities and report any violations to regulatory authorities [25][26] - Violations of the insider information management system can lead to disciplinary actions, including termination and legal consequences [26][27]

Core Points - The internal audit system aims to enhance corporate governance, standardize economic behavior, and protect shareholders' rights [1] - Internal audit is defined as an independent and objective evaluation activity that promotes the achievement of business objectives by examining the authenticity, legality, and effectiveness of internal controls [1] Group 1: Audit Structure and Responsibilities - The company establishes an audit department as the internal audit institution, responsible for supervising business activities, risk management, internal controls, and financial information [2] - The audit department reports to the board of directors and must accept supervision and guidance from the audit committee [2] - The audit department is tasked with conducting internal audits, providing audit recommendations, and tracking significant issues to improve management responsibility [2][3] Group 2: Audit Authority - The audit department has the authority to request relevant units to submit financial statements, plans, budgets, contracts, and other necessary documents [3] - It can review accounts, verify funds and assets, and investigate related matters [4] - The audit department can attend meetings related to major business and financial decisions and report significant findings directly to the board of directors [4] Group 3: Audit Procedures - The audit department must draft an annual audit work plan, which requires approval from the audit committee after being reviewed by the general manager [5] - Audits are generally announced in advance, with notifications sent three days prior to the audit [5] - The audit process includes developing an audit plan, forming an audit team, and compiling an audit report that reflects the findings and opinions clearly [5][6]

Core Viewpoint - The company has established a risk investment management system to regulate its risk investment activities, enhance risk control, and protect the interests of investors and the company itself [1][2]. Group 1: General Principles - The risk investment includes various forms such as stock investments, fund investments, futures, and real estate investments, excluding fixed-income or guaranteed principal investments [2]. - The company must adhere to principles of standardized operations, risk prevention, cautious investment, and value preservation while ensuring that investments do not affect its normal operations [2][3]. Group 2: Approval Process - Risk investments exceeding 10% of the company's latest audited net assets must be approved by the board of directors, while those over 50% require shareholder meeting approval [3]. - The company must establish a dedicated securities trading account for risk investments, ensuring compliance with regulations regarding account management [3][4]. Group 3: Implementation of Risk Investments - Personnel involved in risk investments must be knowledgeable about relevant laws and regulations, and external experts may be consulted to enhance risk management [4]. - The finance center is responsible for the specific implementation of risk investments, including fund allocation and transaction documentation [5]. Group 4: Risk Control - Strict risk control measures must be in place, with a separation of duties between investment operations and fund management to ensure oversight [5][6]. - The finance center must monitor the usage and safety of investment funds, reporting any anomalies promptly [6]. Group 5: Information Disclosure - The company is required to fulfill information disclosure obligations in accordance with relevant laws and internal regulations [6][7]. - Risk investment activities must be accurately accounted for in financial statements as per accounting standards [7]. Group 6: Miscellaneous Provisions - Any matters not covered by this system will be governed by applicable laws and regulations, and the board of directors is responsible for revisions and interpretations of the system [7].