Core Viewpoint - The announcement details the achievement of the first exercise conditions for stock options and the first release conditions for restricted stocks under the 2023 stock option and restricted stock incentive plan of Lianhua Holdings, indicating that the company is moving forward with its incentive program [1][2][21]. Group 1: Incentive Plan Details - The incentive plan has met the exercise conditions for stock options and the release conditions for restricted stocks, with 19 eligible participants for both [1][21]. - A total of 620,350 stock options and 620,350 restricted stocks are set to be exercised and released, respectively [1][21]. - The company will proceed with the necessary procedures for exercising stock options and releasing restricted stocks after obtaining approvals from relevant institutions [2][21]. Group 2: Approval and Governance - The board of directors and the supervisory board have approved the relevant proposals regarding the incentive plan, emphasizing its benefits for corporate governance and employee motivation [2][3]. - Independent directors have expressed that the implementation of the incentive plan will enhance the company's governance structure and will not harm the interests of the company and its shareholders [2][3]. Group 3: Performance Conditions - The performance assessment for the incentive plan requires the company to achieve specific revenue and profit growth targets over the assessment periods [13][17]. - For the first exercise period, the company must achieve a revenue growth rate of at least 30% or a profit growth rate of at least 60% based on 2022 figures for the year 2024 [13][17]. - The performance conditions are linked to both company-level and individual-level assessments, with specific criteria for eligibility to exercise options and release stocks [14][19]. Group 4: Legal and Compliance - The company has obtained necessary approvals and authorizations for the exercise and release of stocks, ensuring compliance with relevant regulations [21][22]. - Legal opinions confirm that the actions taken are in accordance with the management regulations and the incentive plan [21][22].

莲花控股股份有限公司 董事会薪酬与考核委员会关于 2023 年股票期权与限 制性股票激励计划预留授予部分第一个行权期行权 条件成就及第一个解除限售期解除限售条件成就的 莲花控股股份有限公司董事会薪酬与考核委员会 实施股权激励计划的情形，公司具备实施股权激励计划的主体资格，符合《激励 计划》中预留授予部分股票期权/限制性股票第一个行权期/解除限售期行权/解除 限售条件的要求，未发生《激励计划》中规定的不得行权/解除限售的情形。 法规和规范性文件规定的激励对象条件，符合《激励计划》中规定的激励对象范 围，其作为本激励计划激励对象的主体资格合法、有效，激励对象获授的预留部 分期权/限制性股票的行权/解除限售条件已经成就。 法》和《激励计划》的规定，结合中兴财光华审会字（2025）第215027号《莲花 控股股份有限公司审计报告》认定，以2022年度现有主营业务的营业收入为基数， 现有主营业务的营业利润为基数，2024年度现有主营业务的营业利润增长率为 行权、预留授予部分限制性股票第一个解除限售期解除限售条件成就的公司业绩 考核要求，满足本次行权和本次解除限售条件，公司层面解除限售比例为100%。 和《激励计划》的规 ...

Core Points - The company held the 20th meeting of the 9th Supervisory Board, where several key resolutions were passed regarding financial reports and incentive plans [1][2][3][4][5][6] Group 1: Financial Reports - The Supervisory Board approved the 2025 semi-annual report and its summary, confirming that the information accurately reflects the company's operational and financial status [1] - The board also approved a special report on the storage and use of raised funds for the first half of 2025 [2] Group 2: Incentive Plans - The board reviewed and approved the achievement of conditions for the first exercise period of the 2023 stock option and restricted stock incentive plan, allowing 19 eligible participants to exercise 620,350 stock options [3] - The board agreed to lift restrictions on the same number of restricted stocks for the same participants [3] Group 3: Employee Stock Ownership Plan - The Supervisory Board approved the draft of the 2025 Employee Stock Ownership Plan, which aims to enhance the alignment of interests between employees and shareholders, and improve corporate governance [4][5] - The management measures for the Employee Stock Ownership Plan were also approved, ensuring compliance with relevant laws and regulations [5] Group 4: Corporate Governance Changes - The board approved the proposal to abolish the Supervisory Board and transfer its responsibilities to the Audit Committee of the Board, along with necessary amendments to the company's articles of association [6]

Group 1 - The company, Lianhua Holdings, is convening its third extraordinary general meeting of shareholders in 2025 on September 16, 2025, at 15:00 [1][2] - The meeting will be held at the company's conference room located at 18 Yinghe Road, Xiangcheng City, Henan Province [1][4] - Shareholders can vote through the Shanghai Stock Exchange's online voting system during specified trading hours on the day of the meeting [1][3] Group 2 - The agenda includes non-cumulative voting proposals, such as matters related to the employee stock ownership plan and amendments to the company's articles of association [2][8] - The proposals were approved in the board and supervisory meetings held on August 28, 2025 [2] - Shareholders who are related to the employee stock ownership plan must abstain from voting [2][3] Group 3 - Shareholders must register to attend the meeting between 9:00 and 16:30 on September 15, 2025, or can register via fax or mail [4][7] - The registration process requires specific documentation depending on whether the shareholder is an individual or a corporate entity [4][7] - The company has provided contact information for inquiries related to the meeting [7]

Core Points - The article outlines the establishment and operational rules of the Strategic Committee of Lianhua Holdings Co., Ltd, aimed at enhancing the company's strategic development and decision-making processes [1][2][3] Group 1: General Provisions - The Strategic Committee is established to adapt to the strategic development needs of the company and to enhance its core competitiveness [1] - The committee is responsible for researching long-term development strategies and major investment decisions, providing recommendations to the board of directors [1][2] Group 2: Composition - The committee consists of at least three directors, including the chairman and at least one independent director [2] - The chairman of the board serves as the committee's director, responsible for leading its activities [2] Group 3: Responsibilities and Authority - The committee's main responsibilities include researching annual business plans, medium and long-term development strategies, and major investment proposals [3] - It also conducts research on ESG-related matters and other significant issues affecting the company's development [3] Group 4: Work Procedures - A working group is established to handle the daily operations and preparations for the committee's decisions [4][10] - The committee meets to discuss proposals submitted by the working group and presents the results to the board [11] Group 5: Meeting Rules - Meetings are convened by the chairman, with specific notification requirements and attendance rules [12][13] - Decisions require a quorum of two-thirds of the committee members, and voting can be conducted through various methods [16][18] Group 6: Miscellaneous Provisions - The rules are effective upon approval by the board and are subject to revision as necessary [26][27]

Core Viewpoint - The document outlines the management system for the resignation of directors and senior management personnel at Lianhua Holdings Co., Ltd, aiming to ensure stability in corporate governance and protect the rights of the company and its shareholders [1] Group 1: General Provisions - The system is established in accordance with the Company Law of the People's Republic of China and the company's articles of association [1] - It applies to resignations due to term expiration, voluntary resignation, dismissal, or other reasons [1] Group 2: Resignation Circumstances and Procedures - Directors and senior management can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company [3] - The company must complete the election of new directors within 60 days of a resignation to ensure compliance with legal and regulatory requirements [2] Group 3: Grounds for Dismissal - The company must legally dismiss directors and senior management under specific circumstances, including lack of civil capacity, criminal convictions, or personal bankruptcy [2] Group 4: Handover Procedures and Unresolved Matters - Resigning directors and senior management must complete handover procedures within five days of their official resignation, including the transfer of relevant documents and materials [4] - An audit of the departing senior management will be initiated, with results reported to the board within 30 days [4] Group 5: Post-Resignation Responsibilities and Obligations - Departing directors and senior management must declare their shareholdings and are restricted from transferring shares for six months post-resignation [5] - They are prohibited from using their former positions to interfere with the company's operations or harm the interests of the company and its shareholders [5] Group 6: Miscellaneous Provisions - The board of directors is responsible for interpreting and amending this system [6] - The system takes effect upon approval by the board of directors [6]

General Principles - The rules are established to standardize the board's decision-making process and enhance operational efficiency [2][3] - The board must ensure compliance with laws, regulations, and the company's articles of association while treating all shareholders fairly [2] Board Composition and Authority - The board consists of 11 directors, with at least one-third being independent directors [3] - The board includes a chairman and a vice-chairman, elected by a majority of the board [3] - A worker representative is included on the board, elected by employees without shareholder approval [3] Committees and Responsibilities - The board establishes an audit committee and may set up other specialized committees as needed [3] - The board has the authority to convene shareholder meetings, report on work, and make decisions on financial budgets, profit distribution, and major corporate actions [3][4][5] Decision-Making Procedures - The board must submit matters exceeding its authority to the shareholders for approval [4] - The board is responsible for ensuring that external investments and asset transactions follow strict review and decision-making processes [6] Investment and Transaction Limits - The board's approval is required for transactions involving assets exceeding 10% of the company's total assets, with higher thresholds for significant transactions [6][7] - Related party transactions above specified monetary thresholds must be submitted to the shareholders for approval [7] External Guarantees - The company is prohibited from providing guarantees for controlling shareholders or related parties, with strict limits on the total amount of guarantees [8] Chairman and Vice-Chairman Roles - The chairman is responsible for convening and presiding over meetings, ensuring the execution of board resolutions, and signing important documents [9] Audit Committee Functions - The audit committee, composed mainly of independent directors, oversees financial reporting and internal controls [10][11] Strategic and Nomination Committees - The strategic committee advises on annual plans and major investments, while the nomination committee proposes candidates for directors and senior management [11][12] Meeting Procedures - The board must hold at least two meetings annually, with provisions for special meetings upon request from shareholders or directors [12][13] - Meeting proposals must be submitted in advance, and notifications must include essential details [26][27] Voting and Decision-Making - Decisions require a majority vote from attending directors, with specific rules for related party transactions [37][39] - Directors must recuse themselves from voting on matters where they have a conflict of interest [40] Record Keeping and Disclosure - Meeting records must be maintained for at least ten years, including attendance, proposals, and voting results [22][23] - The board secretary is responsible for ensuring compliance with disclosure obligations [48][49] Implementation of Resolutions - The chairman and board secretary are tasked with overseeing the implementation of board resolutions and reporting on their status in future meetings [50]

General Provisions - The purpose of establishing the Audit Committee is to enhance the decision-making function of the board of directors and ensure effective supervision of financial and operational activities [1] - The Audit Committee is a specialized working body set up by the board of directors, responsible for communication, supervision, and verification of internal and external audits [1][2] Composition of the Committee - The Audit Committee consists of more than three directors, with a majority being independent directors, and the chairperson must be an independent director with accounting expertise [3][4] - The term of the Audit Committee members aligns with that of other directors, and members can be re-elected [2][3] Responsibilities and Authority - The Audit Committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [9] - Key responsibilities include supervising external audit work, reviewing financial reports, assessing internal control effectiveness, and coordinating communication between management and external auditors [9][10][11] Work Procedures - The Audit Committee must hold at least one meeting each quarter, with meetings called by the chairperson or upon request by committee members [8][29] - Meeting notifications must be sent three days in advance, and decisions require a majority vote from committee members [8][29] Information Disclosure - The company must disclose the composition and professional background of the Audit Committee members, as well as any significant issues identified during their duties [36][37] - If the board does not adopt the Audit Committee's proposals, the company must disclose the reasons for this decision [38] Additional Regulations - The rules and procedures established by the Audit Committee must comply with relevant laws, regulations, and the company's articles of association [12][16] - The Audit Committee is responsible for formulating and revising its own rules and procedures, which are integral to the overall governance framework of the company [12][16]

Core Points - The article outlines the information disclosure deferral and exemption system of Lianhua Holdings Co., Ltd, aiming to ensure compliance with legal obligations and protect investors' rights [1][5] - The system is established based on various laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][5] Group 1: General Principles - The company must comply with the Stock Listing Rules and other relevant regulations when handling information disclosure deferrals and exemptions [1][2] - The company has the discretion to determine if information can be deferred or exempted based on specific criteria outlined in the Stock Listing Rules [1][2] Group 2: Conditions for Deferral and Exemption - Information can be deferred if it is uncertain, classified as temporary business secrets, or if timely disclosure could harm the company's interests or mislead investors [2][4] - Information that is classified as state secrets or business secrets may be exempted from disclosure to avoid violating confidentiality laws [2][4] Group 3: Internal Management Procedures - Departments or subsidiaries must submit a formal application for deferral or exemption to the Securities Affairs Department, ensuring the accuracy and completeness of the information [3][4] - The Secretary of the Board is responsible for registering deferral or exemption requests, which must include details such as the content, reasons, and duration of the deferral [3][4] Group 4: Monitoring and Disclosure Obligations - The company must monitor the status of deferred or exempted information and disclose it promptly if certain conditions arise, such as leaks or abnormal trading activity [4][5] - If the reasons for deferral or exemption are resolved, the company must announce the relevant information and the circumstances surrounding the deferral or exemption [4][5] Group 5: Accountability and Penalties - The company has established a mechanism for accountability regarding information disclosure deferrals and exemptions, holding responsible parties accountable for violations [4][5] - Any failure to disclose information that meets the criteria for timely disclosure can lead to penalties for those directly responsible [4][5]

Core Points - The document outlines the work system for the board secretary of Lianhua Holdings Co., Ltd, emphasizing the need for compliance with relevant laws and regulations [1][2] - The board secretary is responsible for communication between the company and the Shanghai Stock Exchange, managing information disclosure, corporate governance, and investor relations [1][3] Section Summaries General Provisions - The board secretary is a senior management position responsible for ensuring the company's compliance with laws and regulations [1] - The board secretary acts as the designated liaison between the company and the Shanghai Stock Exchange [1] Qualifications of the Board Secretary - Candidates must have at least a college degree and three years of relevant experience, along with a certification from the Shanghai Stock Exchange [2] - Certain disqualifications are outlined, including recent administrative penalties from the China Securities Regulatory Commission [2] Part-time Roles - Company directors or senior management can serve as board secretary, provided they have sufficient time to fulfill the role [3] - Accountants and lawyers from the company's auditing or legal firms cannot serve as board secretary [3] Appointment and Dismissal - The board secretary is appointed by the board of directors based on the chairman's nomination [4] - The company must announce the appointment and provide necessary documentation to the Shanghai Stock Exchange [4] Responsibilities of the Board Secretary - The board secretary is tasked with managing information disclosure, investor relations, and organizing board meetings [5][6] - They must ensure compliance with legal and regulatory requirements and report any violations to the relevant authorities [6][7] Training - Candidates for the board secretary position must undergo training recognized by the Shanghai Stock Exchange [8] - Ongoing training is required for both the board secretary and the securities affairs representative [8] Miscellaneous - The document specifies that the board secretary must sign a confidentiality agreement and maintain confidentiality even after leaving the position [7] - The board has the authority to interpret the provisions of this system, which takes effect upon approval by the board [9]