Core Viewpoint - The document outlines the internal audit management system of Shanghai Environment Group Co., Ltd, emphasizing the importance of internal audits in enhancing operational efficiency and compliance with legal regulations [1][2]. Group 1: General Provisions - The internal audit system is established to strengthen the company's internal audit work and promote healthy business development in accordance with relevant laws and regulations [1]. - The internal audit applies to the company and its subsidiaries where it holds more than 50% ownership [1]. - Internal auditing is defined as the supervision and evaluation of financial management, asset management, and operational management to ensure authenticity, legality, and effectiveness [1]. Group 2: Internal Audit Institution - The company has established an audit department as the internal audit institution, which reports to the board of directors and is supervised by the audit committee [1][2]. - The internal audit institution must maintain independence and not be co-located with the finance department [2]. Group 3: Internal Audit Personnel - Internal audit personnel must possess high political quality and relevant professional qualifications in auditing, finance, engineering, and management [2][3]. - Internal auditors are required to adhere to laws, regulations, and internal audit standards, ensuring objectivity and confidentiality [2][3]. Group 4: Responsibilities of Internal Audit Institution - The internal audit institution is responsible for developing and implementing internal audit regulations based on legal requirements and the company's actual situation [3][4]. - It conducts audits on financial data, management performance, and compliance with internal controls, and reports significant findings to management and the audit committee [4][5]. Group 5: Work Procedures of Internal Audit - The internal audit institution must create an annual audit plan approved by management and the board of directors [7][8]. - Auditors must notify the audited units three working days before the audit and can use various methods to gather evidence [8][9]. Group 6: Reporting and Follow-up - The internal audit institution must submit an annual report to management and the audit committee, detailing the execution of the audit plan and findings [9][10]. - Follow-up audits are required to ensure that corrective actions are taken based on previous audit findings [9][10]. Group 7: Rewards and Penalties - The internal audit institution can recommend rewards for units and personnel that comply with financial regulations and provide valuable management suggestions [10]. - Immediate action will be taken against individuals who obstruct the audit process or retaliate against auditors [10].

Core Points - The Shanghai Environment Group has established a Board Strategic Committee to enhance core competitiveness and improve decision-making processes for major investments [1][2] - The committee consists of five directors, including at least one independent director, and is responsible for researching and proposing suggestions on long-term development strategies and major investment decisions [2][3] Group 1 - The strategic committee is tasked with studying and proposing suggestions on the company's long-term development plans and operational strategies, including product, market, marketing, R&D, and talent strategies [9] - The committee is also responsible for researching major investment and financing proposals that require approval from the board or shareholders, as well as significant capital operations and asset management projects [9] - The committee's proposals are submitted to the board for review and decision-making [10] Group 2 - The committee's members serve a term that aligns with the current board of directors, and if a member ceases to be a director, they automatically lose their committee position [6] - The committee can invite other directors and senior management to attend meetings and may hire external consultants for professional advice [19] - The committee's meetings must adhere to legal regulations and the company's articles of association, with records maintained for transparency [22][24]

Core Viewpoint - The document outlines the external guarantee management system of Shanghai Environment Group Co., Ltd., emphasizing the need for internal control, risk prevention, and compliance with relevant laws and regulations. Group 1: General Principles - The external guarantee refers to the company and its subsidiaries providing guarantees, mortgages, pledges, letters of guarantee, etc., using their own assets or credit for other entities [1] - The company must adhere to principles of legality, prudence, mutual benefit, and safety while strictly controlling guarantee risks [1] - The system applies to the company and all subsidiaries, including those with over 50% ownership or actual control [1] Group 2: Responsibilities and Approval - The guarantee management involves a strict approval system with defined responsibilities for various departments, including the finance department for initial review and daily management [2] - Guarantees exceeding 50% of the latest audited net assets or 30% of total assets require shareholder approval [2][3] - The board of directors must approve guarantees, with specific conditions for guarantees involving related parties [3][4] Group 3: Guarantee Application Process - Guarantee applications follow a hierarchical reporting process, starting from subsidiaries to the finance department [5] - Required materials for guarantee applications include the guarantee application form, business licenses, financial statements, and relevant contracts [5] - The finance department conducts initial reviews and risk assessments before submitting to the board or shareholders for approval [5][6] Group 4: Execution and Control - The company must maintain a detailed record of external guarantees, including amounts, terms, and collateral [8] - The finance department is responsible for dynamic tracking of the guarantor's financial status and must report any significant issues to management [9] - The audit department oversees the approval and execution of guarantees, ensuring compliance with regulations [10] Group 5: Information Disclosure - The company must fulfill its information disclosure obligations regarding external guarantees as per relevant regulations [10] - The independent directors are required to provide special reports on the status of guarantees in the annual report [10][11] - The board office is responsible for managing the information disclosure related to external guarantees [10]

Core Points - The investment management system of Shanghai Environment Group aims to standardize investment behavior, enhance internal control, mitigate risks, and protect the rights of shareholders and stakeholders [1][2] - The system applies to the company and its subsidiaries, focusing on long-term asset or equity investments [1][2] - Investment activities must align with the company's development strategy and core business focus [2] Group 1: Investment Management Structure - The investment management department is responsible for preparing the annual investment plan, conducting preliminary research, and managing investment implementation [3] - Subsidiaries are tasked with feasibility studies, project approval, and management of investment projects within their scope [3][4] - The audit department evaluates the execution of internal control procedures related to investment decisions [3][4] Group 2: Investment Approval and Authority - Investment projects requiring shareholder approval must adhere to the company's articles of association [4] - The chairman can approve single investments not exceeding 10% of the company's latest audited net assets [4] - The president exercises investment authority within the scope of their authorization [4] Group 3: Long-term Equity Investment Management - Long-term equity investments include establishing new companies, acquiring shares, and capital increases [5] - Investment proposals must include company information, investment purpose, economic feasibility, and risk analysis [5][6] - Due diligence is required for significant acquisitions, and evaluations must comply with state asset management regulations [5][6] Group 4: Project Investment Management - Project investments must align with the company's strategic goals and require prior approval from authorized entities [6][7] - Feasibility studies must be conducted for investment projects, covering external environment analysis, technical plans, and economic assessments [6][7] - The investment party is responsible for managing the entire project process, including progress, quality, and cost control [6][7] Group 5: Cost Control and Adjustments - The investment party is responsible for controlling project costs, with specific approval processes for cost overruns [8][9] - Significant changes in investment conditions require timely recommendations for project adjustments [8][9] - Annual financial budgets must align with approved investment plans to ensure funding availability [9] Group 6: Information Disclosure - Investment activities must be disclosed in accordance with relevant stock exchange rules and internal disclosure policies [10] - The board office manages external investment information disclosure, requiring cooperation from all departments and subsidiaries [10]

Core Points - The article outlines the establishment and operational guidelines of the Compensation and Assessment Committee of Shanghai Environment Group Co., Ltd. to enhance the performance evaluation and compensation management system for directors and senior management [1][2][3] Group 1: General Provisions - The committee is responsible for formulating performance assessment standards for directors and senior management, reviewing compensation policies, and making recommendations to the board [1][2] - The committee is established in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China and the company's articles of association [1] Group 2: Composition of the Committee - The committee consists of five directors, with a majority being independent directors [2] - The chairman of the committee is an independent director, responsible for convening and presiding over committee meetings [2] Group 3: Responsibilities and Authority - The committee's main responsibilities include setting compensation standards, reviewing incentive plans, and making recommendations on various compensation-related matters [3][4] - The board must document and disclose any instances where the committee's recommendations are not fully adopted [3] Group 4: Decision-Making Procedures - The committee is supported by a working group that provides necessary information and prepares for decision-making [4][5] - The evaluation process for directors and senior management includes self-assessment and performance evaluation based on established criteria [4][5] Group 5: Meeting Rules - The committee holds regular and special meetings, with at least one regular meeting annually [5][6] - Decisions require a majority vote from attending members, and meeting records must be maintained [5][6] Group 6: Miscellaneous Provisions - The guidelines will be implemented upon approval by the board and will be subject to relevant laws and regulations [8]

Core Points - The document outlines the working rules for the independent directors' special meetings of Shanghai Environment Group Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders [1][2] - Independent directors are defined as those who do not hold other positions within the company and have no direct or indirect interests that could affect their independent judgment [1][2] - The independent directors have a duty of loyalty and diligence towards the company and all shareholders, and they are responsible for decision-making, supervision, and providing professional advice [2][3] Chapter Summaries Chapter 1: General Principles - The rules are established to improve corporate governance and protect the interests of minority shareholders [1] - Independent directors are defined and their role is clarified [1] Chapter 2: Working Mechanism - The special meeting of independent directors is convened by a director elected by a majority of independent directors [4] - The company must ensure the necessary conditions for the meetings and provide operational information to the independent directors [5] Chapter 3: Responsibilities and Authority - Independent directors must participate in board decisions and supervise potential conflicts of interest [3][4] - They have special rights, including hiring external consultants and proposing meetings [4][5] - Certain matters must be discussed in the special meetings before being submitted to the board [5] Chapter 4: Meeting Rules - Special meetings should be held at least once a year, and can be called by a majority of independent directors [5][6] - Meetings can be held in person or via communication methods, and attendance is mandatory for independent directors [6][7] - Meeting records must be kept for at least ten years [6] Chapter 5: Supplementary Provisions - Any matters not covered by these rules will follow national laws and regulations [7] - The rules take effect after approval by the board of directors [7]

（2025 年 8 月修订） 第五条 公司及各级子公司应将内部控制的实施情况纳入考评 体系。 第六条 内部控制检查监督不能减轻管理层的责任，公司管理 层对重大舞弊行为的发生承担责任。内部控制检查监督人员秉持职业 谨慎执行了必要的程序，应对无法发现所有舞弊行为免责。 第一章 总则 第一条 为了引导和推动上海环境集团股份有限公司（以下简 称"公司"）建立健全内部控制，提高公司内部控制与经营管理水平， 防范和化解公司日常经营运作中可能出现的各类风险，促进公司健康 可持续发展，根据《企业内部控制基本规范》及其配套指引、《上海 证券交易所上市公司自律监管指引第 1 号——规范运作》等有关法 律、法规规定，制定本制度。 第二条 本制度适用于公司、公司持股比例 50%以上的绝对控 股子公司和公司拥有实际控制权的相对控股子公司 (以下简称"子 公司")。本制度所称被检查单位,特指公司各职能部门、事业部及所 辖项目公司、直属公司以及上述机构相关责任人员；事业部特指环境 设计院、生态事业部、环建事业部、固废事业部、危废事业部、水务 事业部。 第三条 本制度所称内部控制评价，主要分为三个层面的工作： （一）管理层进行内部控制自查工 ...

第五条 董事会决定公司重大事项，应事先听取党委的意见。 第六条 董事会行使下列职权： （一）召集股东会，并向股东会报告工作； （二）执行股东会的决议； （2025年9月修订稿） 第一条 为了进一步规范上海环境集团股份有限公司（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》《中华人民共和国证券法》《上市公司治理准则》 《上海证券交易所股票上市规则》（以下简称《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》《上 市公司独立董事管理办法》和《上海环境集团股份有限公司章程》 （以下简称《公司章程》）等有关规定，制定本规则。 第二条 本规则对全体董事、董事会秘书、列席董事会会议的高 级管理人员和其他有关人员都具有约束力。 第三条 公司设董事会，董事由股东会选举或者更换，并可在任 期届满前由股东会解除其职务。董事任期3年，任期届满可连选连任。 董事任期从就任之日起计算，至本届董事会任期届满时为止。董事 任期届满未及时改选，在改选出的董事就任前，原董事仍应当依照 法律、行政法规、部门规章和《公司章 ...

General Principles - The rules are established to regulate the behavior of Shanghai Environment Group Co., Ltd. and ensure shareholders can exercise their rights according to relevant laws and regulations [1] - The company must strictly follow legal and regulatory requirements when convening shareholder meetings, ensuring the board of directors fulfills its responsibilities [2][3] Shareholder Meeting Convening - The company must hold an annual shareholder meeting within six months after the end of the previous fiscal year, while temporary meetings can be called under specific circumstances within two months [2][3] - If the company cannot convene a meeting within the specified time, it must report to the China Securities Regulatory Commission and the Shanghai Stock Exchange, explaining the reasons [2] Proposals and Notifications - Shareholders holding more than 1% of shares can propose temporary proposals in writing at least ten days before the meeting, which must be disclosed in a supplementary notice [6][13] - The notice for the annual meeting must be sent at least 20 days in advance, while temporary meetings require a 15-day notice [6] Meeting Procedures - The shareholder meeting must be held at the company's registered address or another specified location, and it should allow for both in-person and remote participation [20][21] - The meeting must be presided over by the chairman of the board, or in their absence, by a designated director [29] Voting and Decision Making - Each share carries one vote, and shareholders must declare their voting intentions as agree, disagree, or abstain [36] - The voting results must be announced immediately after the meeting, and the resolutions must be disclosed promptly [39] Record Keeping and Compliance - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for at least ten years [41][14] - If the company fails to convene a meeting without valid reasons, the Shanghai Stock Exchange may suspend trading of its shares [47]

Core Points - The document outlines the independent director system of Shanghai Environment Group Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders [1][2][3] Group 1: General Principles - The independent director's role is to ensure objective judgment and is not influenced by the company or its major shareholders [1][2] - Independent directors must fulfill their duties with loyalty and diligence, adhering to relevant laws and regulations [2][3] Group 2: Qualifications and Appointment - Independent directors must maintain independence and cannot have significant relationships with the company or its major shareholders [3][4] - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [2][3] Group 3: Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [2][3][7] - They have the authority to independently hire external consultants and propose meetings to address significant issues [7][8] Group 4: Performance and Reporting - Independent directors must attend board meetings and provide clear opinions on agenda items, with their dissenting views documented [8][9] - They are required to submit annual reports detailing their activities and interactions with minority shareholders [10][11] Group 5: Support and Resources - The company must provide necessary resources and support for independent directors to perform their duties effectively [12][13] - Independent directors should have equal access to information as other board members and be informed of company operations regularly [12][13] Group 6: Compliance and Accountability - Independent directors must report any violations of laws or regulations and can escalate issues to regulatory bodies if necessary [9][14] - The company is responsible for covering costs related to independent directors' professional services and providing appropriate compensation [14][15]