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 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]

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 Viewpoint - The company aims to establish and enhance internal controls to improve operational management, mitigate risks, and promote sustainable development in accordance with relevant laws and regulations [1]. Group 1: Internal Control Framework - The internal control system applies to the company and its subsidiaries where the company holds more than 50% ownership or has actual control [1]. - The internal control evaluation consists of three levels: self-assessment by management, supervision by the audit committee, and evaluation by the board of directors based on the audit committee's reports [1][2]. - The board of directors is responsible for establishing and effectively implementing internal controls, while the audit committee oversees the evaluation process [2]. Group 2: Self-Assessment Execution - A comprehensive self-assessment of internal controls is conducted annually by personnel responsible for operational processes, who fill out a self-assessment questionnaire [2][4]. - The self-assessment results are compiled and reported to the audit department, which prepares a summary report for the company's president [2][4]. Group 3: Internal Control Supervision - The audit department must create an annual internal control supervision plan based on legal requirements and the company's operational characteristics [12]. - Significant transactions such as asset purchases, investments, and related party transactions are prioritized in the internal control supervision plan [14]. Group 4: Identification and Evaluation of Deficiencies - Internal control deficiencies are categorized into design and operational deficiencies, and their severity is assessed based on their impact on overall control objectives [24][25]. - The company classifies deficiencies as general, important, or major based on their severity and potential impact on control objectives [26]. Group 5: Reporting and Follow-Up - The audit department issues a rectification notice for identified deficiencies, and the responsible units must report on the rectification status within two months [28][29]. - If major deficiencies are found, the audit committee must be informed, and the board of directors is required to disclose the issues and remedial measures in accordance with regulatory requirements [32][33].

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]

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 and regulations [1] - The company was established as Shanghai Environment Group Co., Ltd. following the division of Shanghai Environment Group Co., Ltd. by its shareholder Shanghai Urban Investment Holdings Co., Ltd. [1] - The company was approved by the China Securities Regulatory Commission to publicly issue 702,543,884 shares, with a par value of 1 RMB per share, and was listed on the Shanghai Stock Exchange on March 31, 2017 [1] Company Information - The registered name of the company is Shanghai Environment Group Co., Ltd., with its registered capital amounting to 1,346,230,251 RMB [2] - The company is a permanent stock company, and the chairman serves as the legal representative [2] - The company has a unified social credit code and is registered with the Shanghai Municipal Market Supervision Administration [2] Business Objectives and Scope - The company's business focuses on waste management, including municipal solid waste, sewage treatment, hazardous waste, soil remediation, and resource recycling [3] - The company aims to enhance its core competitiveness and maximize shareholder returns while actively fulfilling social responsibilities [3] Share Issuance - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice [4] - The total number of shares issued by the company is 1,346,230,251, all of which are ordinary shares [4] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and supervision of the company's operations, and they must comply with laws and the company's articles of association [15][20] - Shareholders holding more than 5% of the shares must report any pledges of their shares to the company [20] Corporate Governance - The company has established a Communist Party organization to conduct party activities and provide necessary conditions for these activities [3] - The company’s board of directors and management must comply with the principles of collective leadership and democratic centralism [12] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the previous fiscal year [56] - Shareholders holding more than 10% of the shares can request a temporary meeting [57] Financial Assistance and Guarantees - The company can provide financial assistance for acquiring its shares, but the total amount must not exceed 10% of the total issued capital [5] - Any external guarantees provided by the company must be approved by the shareholders' meeting if they exceed certain thresholds [54]