General Provisions - The company establishes a Nomination Committee to enhance the selection standards and procedures for directors and senior management, in accordance with relevant laws and regulations [1][2] - The Nomination Committee is a specialized working body responsible for reviewing the selection procedures, standards, and qualifications of directors and senior management, and making recommendations to the board [1] Composition of the Committee - The Nomination Committee consists of more than three directors, with a majority being independent directors [2] - The members of the Nomination Committee are elected by the board, and an independent director serves as the chairperson [2] Responsibilities and Authority - The Nomination Committee is responsible for formulating selection standards and procedures for directors and senior management, and for reviewing candidates' qualifications [3][4] - The committee must provide recommendations to the board regarding the nomination or dismissal of directors and the hiring or firing of senior management [3][4] Working Procedures - The Nomination Committee must actively communicate with relevant departments to assess the company's needs for new directors and senior management [4] - The committee is tasked with gathering comprehensive information about potential candidates, including their professional background and qualifications [4] Meeting Rules - Meetings of the Nomination Committee must be convened with prior notice, and decisions require the presence of at least two-thirds of the members [5][6] - The committee can invite non-members to attend meetings but they do not have voting rights [6] Confidentiality and Documentation - All members and attendees of the meetings are obligated to maintain confidentiality regarding the matters discussed [6] - Meeting records must be kept, and decisions made must be reported to the board in writing [6][7] Effectiveness and Amendments - The rules established for the Nomination Committee take effect upon approval by the board [7] - The board is responsible for revising and interpreting these rules as necessary [7]

Core Points - The company establishes a Compensation and Assessment Committee to enhance the management of director and senior management compensation and assessment [1] - The committee is responsible for formulating assessment standards and reviewing compensation policies for directors and senior management [2][3] Group 1: Committee Structure - The Compensation and Assessment Committee consists of more than three directors, with a majority being independent directors [2] - The committee elects a chairperson from among the independent directors to lead its activities [2] - The term of committee members aligns with that of the directors, and they can be re-elected [2] Group 2: Responsibilities - The committee is tasked with developing assessment standards for directors and senior management and reviewing their compensation policies [3] - It must propose recommendations to the board regarding the compensation of directors and senior management, as well as any changes to incentive plans [3][4] Group 3: Meeting Procedures - Meetings of the committee require at least two-thirds of members to be present for decisions to be made [5] - The committee can hold meetings via various communication methods, including phone and video conferencing [5][6] - Meeting records must be kept, and all attendees are bound by confidentiality regarding the discussed matters [7]

Core Points - The internal reporting system for significant information at Lianhua Holdings aims to ensure timely, accurate, and comprehensive disclosure of information that may significantly impact the company's stock and derivatives trading prices [1][2][3] - The system applies to the company, subsidiaries, and affiliated companies, with specific reporting obligations for directors, senior management, and department heads [1][2] Group 1: Scope of Significant Information - Significant information includes periodic reports, matters submitted for board review, transaction matters, and related party transactions that meet certain thresholds [2][3] - Specific thresholds for reporting include transactions exceeding 10% of audited annual revenue or net profit, and significant litigation or arbitration matters exceeding 10 million yuan [2][3][4] Group 2: Reporting Procedures - Individuals with reporting obligations must report significant information to the chairman and notify the board secretary immediately, followed by a written submission within 24 hours [5][6] - The board secretary is responsible for analyzing reported information and ensuring compliance with disclosure obligations [5][6] Group 3: Management and Responsibilities - The company implements a real-time reporting system for significant information, with designated first responsible persons for internal reporting [6][7] - There are confidentiality obligations for directors and senior management regarding undisclosed information, and failure to report significant information in a timely manner may lead to accountability [7][8]

莲花控股股份有限公司 市值管理制度 第一章 总则 第一条 为加强莲花控股股份有限公司（以下简称"公司"）市值管理工作， 规范市值管理行为，切实推动公司投资价值提升，增强投资者回报，维护投资者 权益，根据《中华人民共和国公司法》 披露管理办法》 《上市公司监管指引第 10 号——市值管理》等法律法规、规范性 文件和《莲花控股股份有限公司章程》等规定，结合公司实际情况，制定本制度。 第二条 本制度所称市值管理，是指公司以提高上市公司质量为基础，为提 升投资者回报能力和水平而实施的战略管理行为。 第三条 市值管理主要目的是通过充分、合规的信息披露，提高公司透明度， 引导公司的市场价值与内在价值趋同，以新质生产力的培育和运用，推动公司经 营水平和发展质量的提升。同时通过制定可持续发展战略、完善公司治理、提升 经营管理水平、培育核心竞争力等方式，结合公司实际开展资本运作、投资者关 系管理，使公司价值得以充分实现，获得长期的市场支持，从而达到公司整体利 益最大化和股东共享发展成果的目标。 第四条 市值管理的基本原则包括： 《中华人民共和国证券法》 《上市公司信息 （一）合规性原则：公司应当在严格遵守相关法律法规、规范性文 ...

Core Points - The article outlines the implementation of the 2025 Employee Stock Ownership Plan (ESOP) by Lianhua Holdings Co., Ltd, emphasizing compliance with relevant laws and regulations [1][2][3] - The plan is designed to encourage employee participation voluntarily, ensuring that all participants are employees of the company and meet specific performance criteria [2][3][4] - The funding for the ESOP will come from employees' legal salaries, self-raised funds, and a special incentive fund from the company [4][5] - The shares involved in the ESOP will be sourced from the company's repurchased shares, with specific details on the number of shares and their purchase prices provided [4][5][6] - The plan includes performance assessment criteria at both the company and individual levels, with specific targets for revenue and net profit growth [7][8][9] Summary by Sections General Principles - The ESOP will be implemented in strict accordance with laws and regulations, ensuring accurate and timely information disclosure [1] - Participation in the ESOP is voluntary, with no forced allocation of shares to employees [2] Participants and Eligibility - Eligible participants include directors (excluding independent directors), senior management, and key personnel who have made significant contributions to the company [2][3] - The total number of participants in the ESOP will not exceed 300, with adjustments possible based on employee changes and performance evaluations [3] Funding and Share Acquisition - The funds for the ESOP will be sourced from employees' salaries, self-raised funds, and a special incentive fund, with no financial assistance provided by the company [4] - The shares for the ESOP will be acquired from the company's repurchased shares, with specific details on the number of shares and their purchase prices outlined [4][5] Performance Assessment - The ESOP includes performance assessment criteria that must be met for participants to unlock their shares, with specific targets for revenue and net profit growth established [7][8][9] - The performance assessment will be based on audited consolidated financial statements, ensuring a fair evaluation of both company and individual performance [8][9] Management and Governance - The ESOP will be managed by a committee responsible for overseeing daily operations and ensuring compliance with relevant regulations [10][11] - The board of directors will draft and modify the ESOP plan, with necessary approvals from the shareholders [10][11] Rights and Obligations of Participants - Participants in the ESOP will have specific rights and obligations, including restrictions on transferring their shares and requirements for performance assessments [17][19] - The plan stipulates that any unallocated shares will be returned to the company, ensuring that the interests of all shareholders are protected [18][19]

公司股东大会批准，存在不确定性。 定性。 证券代码：600186 证券简称：莲花控股 莲花控股股份有限公司 莲花控股股份有限公司 二〇二五年八月 声 明 本公司及董事会全体成员保证本持股计划及其摘要不存在虚假记载、误导性 陈述或重大遗漏，并对其真实性、准确性、完整性承担个别和连带的法律责任。 -2- 风险提示 意投资风险。 -3- 特别提示 股计划"）系莲花控股股份有限公司（以下简称"本公司"、"公司"、"莲花控股"） 依据《中华人民共和国公司法》《中华人民共和国证券法》《关于上市公司实施 员工持股计划试点的指导意见》等有关法律、行政法规、规章、规范性文件和《公 司章程》的规定，由公司董事会制定并审议。 强行分配等强制员工参加本持股计划的情形。 影响的董事（不含独立董事）、高级管理人员及核心骨干员工，参加本持股计划 的员工总人数不超过 300 人，其中董事（不含独立董事）和高级管理人员共 11 人，具体参加人数根据实际情况确定。本持股计划的参加对象不含独立董事、单 独或合计持有公司 5%以上股份的股东和实际控制人及其配偶、父母、子女。 公司提取的专项激励基金（员工合法薪酬）和法律、行政法规允许的其他方式。 公 ...

Core Viewpoint - The report details the fundraising activities and usage of funds by Lianhua Holdings Co., Ltd. for the first half of 2025, highlighting the total amount raised, the allocation of funds, and the management of these funds [1][2][3]. Fundraising Overview - The company raised a total of RMB 993,545,246.40 through a non-public offering of 413,977,186 shares at RMB 2.40 per share, with a net amount of RMB 976,158,204.59 after deducting underwriting fees [1]. - As of June 30, 2025, the balance of the raised funds was RMB 54,815.84 million, with RMB 34,815.84 million in the special account [3]. Fund Usage and Management - The company has used RMB 41,949.97 million of the raised funds cumulatively by the end of 2024, with no usage reported for the first half of 2025 [2][6]. - The company has temporarily used RMB 20,000.00 million of idle funds to supplement working capital, with the repayment period not exceeding 12 months [6][7]. Fund Management Practices - The company has established a management system for the raised funds, including a special account for storage and a tripartite supervision agreement with banks and the sponsor [3][4]. - No cash management or investment in related products was reported for idle funds during the reporting period [7][12]. Project Adjustments - The company has made adjustments to its fundraising projects, including the termination of the "Biological Fermentation Products Project" and the "Supporting Biological Fermentation Products Project" due to market conditions and strategic considerations [10][12]. - The "Wheat Flour Series Products Project" has been scaled down and concluded, reflecting a cautious approach to investment in light of increased competition and market saturation [10][11]. Compliance and Disclosure - The company has ensured compliance with relevant regulations regarding the use of raised funds and has committed to timely and accurate disclosures [9][12].

Core Points - The company has established an employee stock ownership plan (ESOP) aimed at enhancing employee engagement and aligning their interests with shareholders [6][12][35] - The plan allows a maximum of 300 employees, including 11 directors and senior management, to participate, with a total of 8.85 million shares allocated, representing 0.49% of the company's total share capital [2][12][13] - The stock acquired through the plan will be locked for 12 months before being fully unlocked, contingent on the company's performance metrics [3][14][17] Summary by Sections Purpose and Principles - The ESOP aims to improve corporate governance, enhance employee cohesion, and boost the company's competitiveness by sharing profits with employees [6][12] - Participation is voluntary, and the company will not force employees to join the plan [6][12] Participants and Standards - Eligible participants include key employees who have made significant contributions to the company, excluding independent directors and major shareholders [8][12] - The total number of participants is capped at 300, with the board having the authority to adjust the list based on performance evaluations [8][12] Funding and Stock Acquisition - The funding for the ESOP will come from employees' legal salaries and a special incentive fund, with no financial assistance provided by the company [9][12] - The stock will be sourced from shares repurchased by the company, with a total of 24.97 million shares repurchased, accounting for 1.39% of the total share capital [9][12] Pricing and Valuation - The purchase price for the shares under the ESOP is set at 3.17 yuan per share, based on a valuation that considers the average trading price prior to the announcement [10][12] - The pricing strategy is designed to align with the company's performance and incentivize long-term commitment from key personnel [11][12] Distribution and Management - The plan stipulates that 25% of the shares will be held by directors and senior management, while 75% will be allocated to core employees [13][12] - A management committee will oversee the plan, ensuring compliance with regulations and protecting the interests of participants [19][12] Performance Assessment - The ESOP includes performance assessments at both the company and individual levels, with specific targets set for revenue and net profit growth [16][17] - If performance targets are not met, participants may lose their rights to unlock shares [17][12] Duration and Lock-up Period - The ESOP will remain in effect until the last share is transferred, with the possibility of extension upon approval [14][12] - Shares will be locked for 12 months post-acquisition, with specific conditions for unlocking based on performance [14][12] Rights and Obligations - Participants have the right to attend meetings and vote based on their shareholdings, while also being obligated to adhere to the plan's rules [32][12] - The company is responsible for maintaining transparency and fulfilling its obligations under the plan [32][12]

General Principles - The rules are established to regulate the behavior of Lianhua Holdings Co., Ltd. and protect shareholders' legal rights, ensuring the shareholders' meeting is conducted in accordance with the Company Law, Securities Law, and the company's articles of association [1][2] - The company must strictly follow legal and regulatory requirements when convening shareholders' meetings, ensuring that all directors fulfill their responsibilities diligently [1][2] Shareholders' Meeting Authority - The shareholders' meeting is the company's authority body, exercising powers such as electing and replacing directors, approving profit distribution plans, and making decisions on significant asset transactions exceeding 30% of the latest audited total assets [7][8] - The shareholders' meeting can authorize the board of directors to make decisions regarding the issuance of corporate bonds [7][8] Meeting Procedures - The company will hold annual meetings within six months after the end of the previous fiscal year and can convene temporary meetings as needed [1][2] - Legal opinions must be obtained from lawyers regarding the legality of the meeting's procedures, attendance qualifications, and voting results [2][3] Proposals and Notifications - Proposals must fall within the authority of the shareholders' meeting and be clearly defined [18][19] - Shareholders holding more than 1% of shares can propose items for discussion at least 10 days before the meeting [19][20] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [39][40] - Voting rights are based on the number of shares held, with each share granting one vote [42][43] Meeting Records and Announcements - Detailed records of the meeting must be maintained, including attendance, proposals discussed, and voting results [36][37] - Resolutions must be announced promptly, detailing the number of shareholders present and the voting outcomes [55][56]

莲花控股股份有限公司 董事会薪酬与考核委员会关于公司2025年员工持股 计划相关事项的核查意见 莲花控股股份有限公司（以下简称"公司"）董事会薪酬与考核委员会依据《中 华人民共和国公司法》（以下简称"《公司法》"）、《中华人民共和国证券法》 （以下简称"《证券法》"）、《关于上市公司实施员工持股计划试点的指导意见》 （以下简称"《指导意见》"）、《上海证券交易所上市公司自律监管指引第 1 号 —规范运作》（以下简称"《监管指引》"）等相关法律法规、规章和规范性文件 以及《莲花控股股份有限公司章程》（以下简称"《公司章程》"）的有关规定， 对公司《2025 年员工持股计划（草案）》（以下简称"《员工持股计划（草案）》"） 进行了核查，发表核查意见如下： 综上所述，我们一致同意公司实行公司 2025 年员工持股计划，并将《员工 持股计划（草案）》及其摘要提交董事会和股东大会审议。 莲花控股股份有限公司董事会薪酬与考核委员会 件规定的禁止实施员工持股计划的情形。 券法》、《指导意见》、《监管指引》等有关法律法规、规章和规范性文件以及 《公司章程》的规定，不存在损害公司及全体股东利益的情形。 引》及其他法律法规、规章 ...