济南高新发展股份有限公司 会计师事务所选聘制度 济南高新发展股份有限公司 会计师事务所选聘制度 第一章 总则 第一条 为规范济南高新发展股份有限公司（以下简称"公司"）选聘（含续聘、 改聘，下同）会计师事务所行为，提高审计工作和财务信息质量，切实维护股东利益， 根据《中华人民共和国公司法》 《国有企业、上市公司选聘会计师事务所管理办法》 《上 海证券交易所股票上市规则》 《上海证券交易所上市公司自律监管指引第 1 号——规 范运作》等有关规定，结合公司实际情况制定本制度。 第二条 本制度所称选聘会计师事务所，是指公司根据相关法律法规要求，聘任 会计师事务所对公司财务会计报告、内部控制发表审计意见、出具审计报告的行为。 公司选聘会计师事务所从事除财务会计报告审计之外的其他审计业务的，可以视重要 性程度参照本制度执行。 第三条 公司选聘会计师事务所，应当经董事会审计委员会（以下简称"审计委 员会"）全体委员过半数审议同意后，提交董事会审议，并由股东会决定。公司不得 在董事会、股东会审议通过前聘请会计师事务所开展审计业务。 （二）在中国证监会正常备案，具有从事证券服务业务会计师事务所执业资格； （三）具有固定的工作 ...

Core Points - The implementation rules for the cumulative voting system aim to standardize the corporate governance structure and the election of directors at Jinan High-tech Development Co., Ltd [1] - The cumulative voting system allows shareholders to allocate their voting rights either to a single candidate or distribute them among multiple candidates during the election of two or more directors [1][2] - Separate voting procedures are established for independent and non-independent directors, ensuring that the voting rights are calculated based on the number of directors to be elected [2][3] Summary by Sections - **Cumulative Voting Definition**: The cumulative voting system enables shareholders to concentrate their voting power on one candidate or distribute it among several candidates when electing directors [1] - **Voting Rights Calculation**: For non-independent directors, the voting rights are calculated as the total number of shares held multiplied by the number of non-independent directors to be elected. The same calculation applies for independent directors [2] - **Voting Distribution**: Shareholders can distribute their voting rights among candidates, but the total votes cast cannot exceed their actual voting rights. If exceeded, adjustments must be made [2][3] - **Ballot Design**: The design of the ballots should facilitate correct voting by shareholders, with clear instructions highlighted [3] - **Election Principles**: Directors are elected based on the number of votes received, with a requirement that each elected director must receive at least 50% of the votes cast for their respective category [3][4] - **Announcement of Results**: After voting, the counting personnel will tally the votes and announce the results, including the names of the elected directors [4] - **Authority and Interpretation**: The rules are established by the board of directors and require approval from the shareholders' meeting, with the board holding the interpretation rights [4]

Core Points - The document outlines the rules for the board of directors of Jinan High-tech Development Co., Ltd, aiming to standardize the decision-making process and enhance the board's operational efficiency [1][2][3] Group 1: Board Responsibilities - The board is accountable to the shareholders and has the authority to convene shareholder meetings, execute resolutions, and determine the company's operational plans and investment strategies [2][3] - The board is responsible for formulating profit distribution plans, managing capital changes, and overseeing major acquisitions or mergers [2][3] - The board must collectively exercise its statutory powers and cannot delegate these powers to others [3] Group 2: Meeting Procedures - The board must hold at least two regular meetings each year, one in each half [4] - Proposals for regular meetings should be prepared after consulting all directors, and the chairman will draft the agenda [4][5] - Emergency meetings can be called under specific circumstances, and proposals must be submitted in writing [5][6] Group 3: Voting and Decision-Making - A quorum requires more than half of the directors to be present for meetings to proceed [9] - Each director has one vote, and decisions are made based on majority approval unless otherwise specified by law or the company's articles [13][19] - Directors must abstain from voting on matters where they have a conflict of interest [22] Group 4: Documentation and Record-Keeping - Meeting minutes must accurately reflect the discussions and decisions made, including attendance and voting results [27][29] - The board secretary is responsible for maintaining all meeting records for a period of ten years [32][33]

General Principles - The management measures for external guarantees aim to standardize the external guarantee behavior of Jinan High-tech Development Co., Ltd., effectively control guarantee risks, protect investors' legal rights and the company's property safety, and strengthen guarantee management [1][2] - All external guarantees must be approved by the board of directors or the shareholders' meeting; without such approval, the company cannot provide guarantees [2][3] - External guarantees are to be managed uniformly by the company, and subsidiaries cannot provide guarantees without company approval [3][4] Approval Authority for External Guarantees - Certain external guarantee actions must be approved by the shareholders' meeting after being reviewed by the board of directors, including guarantees exceeding 50% of the latest audited net assets or 30% of total assets [4][6] - Guarantees for shareholders, actual controllers, and their related parties require special approval [6][7] - The company must disclose guarantees provided by its subsidiaries in a timely manner, following relevant regulations [4][5] Implementation of Guarantees - The company must conduct necessary investigations into the credit status of the guaranteed party before providing guarantees [7][8] - All external guarantees must be documented in a guarantee contract that complies with legal norms and clearly defines the terms [13][14] - The company must take necessary measures to monitor the financial status and creditworthiness of the guaranteed party after the guarantee is provided [34][35] Risk Management - The company must actively pursue repayment from the guaranteed party if they fail to meet their obligations [40][41] - If evidence shows that the guaranteed party is in serious financial distress, the company should propose terminating the guarantee agreement [36][37] - The company must disclose any violations of guarantee procedures and take corrective actions to minimize losses [43][44] Responsibilities of Personnel - Company directors must carefully manage and control the debt risks arising from external guarantees and may bear joint liability for any losses caused by improper guarantees [41][42] - Any personnel who violate laws or management measures and cause losses to the company will be held accountable and may face disciplinary actions [44][45] - The board of directors is responsible for interpreting these management measures, which take effect upon approval by the shareholders' meeting [46]

General Principles - The rules are established to regulate the behavior of Jinan High-tech Development Co., Ltd. and ensure shareholders can exercise their rights according to the Company Law and relevant regulations [2][3] - The company must hold shareholder meetings in strict accordance with laws, regulations, and the company’s articles of association [2][3] Types of Shareholder Meetings - Shareholder meetings are categorized into annual and temporary meetings, with annual meetings held within six months after the end of the previous fiscal year [2][3] - Temporary meetings must be convened within two months under specific circumstances, such as insufficient board members or significant losses [2][3] Legal Opinions and Procedures - Legal opinions must be obtained for the legality of the meeting's procedures, participant qualifications, and voting results [3][4] - The board of directors is responsible for convening meetings within the stipulated time frames [6][7] Proposals and Notifications - Proposals must fall within the scope of the shareholder meeting's authority and be clearly defined [13][14] - Shareholders holding more than 1% of shares can submit proposals ten days before the meeting [14][15] Voting and Decision-Making - Each share carries one vote, and shareholders can vote in person or by proxy [15][20] - The voting results must be announced immediately after the meeting, and decisions require a majority or two-thirds majority depending on the type of resolution [39][49] Meeting Conduct and Documentation - The meeting must be conducted in an orderly manner, with provisions for questioning and discussion [30][31] - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for at least ten years [51][52] Amendments and Compliance - The rules must be amended if they conflict with changes in laws or the company’s articles of association [30][31] - The board of directors is responsible for ensuring compliance with the rules and executing the resolutions passed during the meetings [66][67]

Core Points - The document outlines the management measures for related party transactions of Jinan High-tech Development Co., Ltd, aiming to standardize related transactions, enhance operational compliance, and protect the rights of shareholders [1][2][3] Group 1: General Principles - Related party transactions must adhere to principles of fair pricing, compliance with decision-making procedures, and proper information disclosure [2] - The company must ensure the legality, necessity, reasonableness, and fairness of related transactions, maintaining independence and avoiding the manipulation of financial indicators [2][3] - Disclosure of related parties and transactions in interim and annual reports must comply with the Shanghai Stock Exchange's regulations [4] Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have significant control or ownership over the company [5][6] - Legal entities that control the company directly or indirectly, or hold more than 5% of shares, are considered related parties [6][7] - Natural persons who hold more than 5% of shares, are directors or senior management, or have close family ties to such individuals are classified as related parties [7][8] Group 3: Transaction Management - Related transactions are defined as those that may lead to the transfer of resources or obligations between the company and its related parties [9] - Transactions must be documented with written agreements that specify pricing policies, and any significant changes in terms must undergo re-approval [12][13] - Fair pricing for related transactions should reference government pricing, market prices from independent third parties, or reasonable cost-plus pricing [14][15] Group 4: Disclosure and Approval Procedures - Transactions exceeding 300,000 yuan with related natural persons require approval from independent directors and must be disclosed [17] - Transactions over 3 million yuan with related legal entities, constituting more than 0.5% of the company's net assets, also require independent director approval and disclosure [18] - Major transactions exceeding 30 million yuan or 5% of net assets must be submitted for shareholder approval after board review [19][20] Group 5: Special Provisions - The company must provide guarantees for related parties only with appropriate approvals and must ensure that related parties provide counter-guarantees [9][10] - Transactions that do not involve payment or obligations, such as receiving cash gifts or debt relief, may be exempt from standard approval processes [33][34] - The company must re-evaluate and disclose agreements for related transactions that exceed three years in duration [30][31]

济南高新发展股份有限公司 独立董事工作制度 济南高新发展股份有限公司 独立董事工作制度 第一章 总则 第一条 为进一步完善法人治理结构，规范公司独立董事行为，充分发挥独立董 事在公司治理中的作用，促进提高公司质量，根据《中华人民共和国公司法》《中华 人民共和国证券法》《上市公司独立董事管理办法》《上市公司治理准则》《上海证券 交易所股票上市规则》 （简称《股票上市规则》）、 《上海证券交易所上市公司自律监管 指引第 1 号——规范运作》等有关规定，结合公司章程有关内容及公司实际情况，制 定本制度。 第二条 公司独立董事是指不在公司担任除董事外的其他职务，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，不受上市公司及其主要股东、实际控制人等单位或 者个人影响。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务，应当按照法律、行政 法规、中国证券监督管理委员会（简称"中国证监会"）规定、上海证券交易所业务 规则和《公司章程》的规定，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 ...

General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws [2][3] - The company was established as a joint-stock company in accordance with national regulations and is registered in Shandong Province [2][3] - The company was approved to issue 27.5 million shares to the public in July 1992 and was listed on the Shanghai Stock Exchange in January 1994 [2][3] Company Information - The registered name of the company is Jinan High-tech Development Co., Ltd., with a registered capital of RMB 884.634731 million [2][3] - The company is located in the China (Shandong) Pilot Free Trade Zone, Jinan [2][3] Business Objectives and Scope - The company's business objectives include practical innovation and integrity, aiming to optimize structure and improve systems while balancing economic and social benefits [4] - The business scope includes sales of textiles, clothing, daily necessities, hardware, and various other products, as well as real estate development and management services [4][5] Shares and Capital Management - The company's shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice [6][8] - The total number of shares issued by the company is 884.634731 million, all of which are common shares [6][8] - The company can increase or decrease its registered capital based on shareholder resolutions and legal regulations [8][9] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and information access, and must comply with laws and the company's articles of association [11][12] - Shareholders are responsible for paying their subscribed capital and cannot withdraw their capital except as legally permitted [16][40] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [48][50] - Shareholder meetings require a quorum and decisions are made based on majority or two-thirds majority votes depending on the type of resolution [80][82] Legal Compliance and Governance - The company must comply with laws and regulations regarding shareholder rights, including the prohibition of related party transactions without proper disclosure [84] - The board of directors is responsible for ensuring the legality of shareholder meetings and must provide necessary documentation and legal opinions [51][52]

济南高新发展股份有限公司 章 程 二〇二五年八月 1 | 第一章 总 则 3 | | | | | | --- | --- | --- | --- | --- | | 第二章 经营宗旨和范围 4 | | | | | | 第三章 股份 | | | | 4 | | 第一节 | | | | 股份发行 4 | | 第二节 | | | | 股份增减和回购 5 | | 第三节 | | | | 股份转让 6 | | 第四章 股东和股东会 6 | | | | | | 第一节 | | | | 股东 6 | | 第二节 | | | | 控股股东和实际控制人 8 | | 第三节 | | | | 股东会的一般规定 9 | | 第四节 | | | | 股东会的召集 11 | | 第五节 | | | | 股东会的提案与通知 12 | | 第六节 | | | | 股东会的召开 13 | | 第七节 | | | | 股东会的表决和决议 15 | | 第五章 董事会 18 | | | | | | 第一节 董 | 事 18 | | | | | 第二节 | | | | 董事会 21 | | 第三节 | | | | 独立董事 24 | | 第四节 | ...

济南高新发展股份有限公司 董事会议事规则 济南高新发展股份有限公司 董事会议事规则 第一条 宗旨 为了进一步规范济南高新发展股份有限公司（以下简称"公司"）董事会的议事 方式和决策程序，促使董事和董事会有效地履行其职责，提高董事会规范运作和科学 决策水平，根据《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》）、《上市公司治理准则》《上海证券交易所股票上市规 则》《上海证券交易所上市公司自律监管指引第 1 号-规范运作》等有关规定及《济南 高新发展股份有限公司章程》（以下简称《公司章程》），结合公司实际情况，制订本 规则。 第二条 董事会向股东会负责，并根据法律、法规、《公司章程》的规定行使下列 职权： （一） 召集股东会，并向股东会报告工作； （六） 拟订公司重大收购、收购本公司股票或者合并、分立、解散及变更公司形 式的方案； （七） 在股东会授权范围内，决定公司对外投资、收购出售资产、资产抵押、对 外担保事项、委托理财、关联交易、对外捐赠等事项； （八） 决定公司内部管理机构的设置； （九） 决定聘任或者解聘公司经理、董事会秘书，并决定其报酬事项和奖惩事项； 根 ...