Core Points - The establishment of the Audit Committee aims to enhance the decision-making function of the board and ensure effective supervision of financial activities and internal controls [1][2] - The Audit Committee is composed of three directors, including at least one independent director with accounting expertise, and is responsible for overseeing both internal and external audits [3][4] - The committee is tasked with reviewing financial reports, supervising audit work, and ensuring compliance with relevant laws and regulations [5][6] Group 1: Committee Structure and Responsibilities - The Audit Committee consists of three members, with at least one being an independent accounting professional [3] - The committee is responsible for reviewing financial information, supervising external audit work, and evaluating internal controls [6][7] - The committee must meet at least once a year and can hold additional meetings as needed [23][24] Group 2: Meeting Procedures - Regular meetings require a seven-day notice, while emergency meetings can be called with shorter notice [10][23] - Decisions made by the committee require a majority vote from members present [27][31] - Meeting records must be kept for ten years, and members are responsible for their votes [36][12] Group 3: Compliance and Accountability - Members of the Audit Committee must maintain confidentiality regarding company information until it is publicly disclosed [12][13] - If a decision leads to significant losses due to legal violations, participating members may be held jointly liable unless they expressed dissent during the meeting [13]

General Principles - The company establishes a management system for the shareholding changes of its directors and senior management to maintain market order and clarify rights and obligations [2] - Directors and senior management must be aware of laws prohibiting insider trading and market manipulation before trading company shares [2] Information Reporting and Shareholding Management - Directors and senior management must report personal information to the company secretary at specific times, including when they are newly appointed or when their information changes [3][4] - The company will confirm shareholding information as required by the China Securities Depository and Clearing Corporation [5] Lock-up Periods and Transfer Restrictions - Newly acquired shares by directors and senior management are subject to a lock-up period, with 100% of shares locked for one year post-listing and 75% for subsequent purchases [4][6] - After the lock-up period, a certain percentage of shares will be available for transfer each year, with specific calculations for unlockable shares [6][7] Conditions for Share Transfer - Directors and senior management cannot transfer shares under certain conditions, such as within one year of listing or within six months after leaving the company [21][22] - They must also ensure that related parties do not trade based on insider information [10] Information Disclosure Management - Directors and senior management must disclose share trading activities within two trading days, including details of shareholdings before and after the transaction [28][29] - A reduction plan must be reported before any share reduction, detailing the number of shares and the reasons for the reduction [30][31] Penalties for Violations - The company may impose internal penalties on directors and senior management for violations of laws and regulations, in addition to any external penalties imposed by regulatory authorities [34] Miscellaneous Provisions - The company reserves the right to interpret and amend this management system as necessary, ensuring compliance with national laws and regulations [36][38]

Core Points - The establishment of the Compensation and Assessment Committee aims to enhance the management of compensation and assessment for directors and senior management, improving corporate governance structure [1] - The committee is responsible for formulating, managing, and assessing the compensation system for directors and senior management, reporting to the board of directors [1][2] - The committee consists of three directors, with the chairperson being an independent director [2] Group 1: Committee Structure - The committee is composed of three directors, nominated by the chairman, independent directors, or a third of all directors, and elected by the board [2] - The term of the committee aligns with that of the board, and if a member ceases to be a director, they automatically lose their committee position [2][3] - The committee can appoint a convenor from among its members, who is responsible for leading the committee's work [2] Group 2: Responsibilities and Authority - The committee's main responsibilities include formulating compensation plans for directors and senior management, reviewing their performance, and developing equity incentive plans [3][4] - The committee must submit its compensation plans and equity incentive proposals to the board for approval before implementation [4] - The committee can hire external agencies for professional advice, with costs borne by the company [4] Group 3: Meeting Procedures - The committee is required to hold at least one meeting annually, with provisions for additional meetings as needed [5] - Meetings can be convened by the convenor or at the request of the chairman, general manager, or two or more committee members [5] - A quorum for meetings requires the presence of more than half of the committee members, and decisions are made by a majority vote [5][6] Group 4: Documentation and Confidentiality - Meeting minutes must be recorded and signed by attendees, with members having the right to request their statements be included [7] - Members are obligated to maintain confidentiality regarding company information that has not been publicly disclosed [7]

Core Points - The document outlines the work system for the Secretary of the Board of Directors of Hubei Dongbei Electromechanical Group Co., Ltd, aiming to improve corporate governance and define the responsibilities and qualifications of the board secretary [1] Group 1: General Provisions - The company establishes one board secretary who is a senior management personnel responsible for the company and the board, fulfilling legal obligations and enjoying corresponding rights and remuneration [1] - The board secretary acts as the designated external contact for the board, organizing administrative work and handling corporate governance and equity management tasks [1] Group 2: Appointment - The board secretary is nominated by the chairman and appointed or dismissed by the board [2] - The board secretary must possess good professional ethics, necessary financial, management, and legal knowledge, relevant work experience, and a qualification certificate recognized by the Shanghai Stock Exchange [2] - Certain disqualifications for the board secretary include recent administrative penalties by the China Securities Regulatory Commission and other specified conditions [2] Group 3: Responsibilities - The board secretary is responsible for coordinating information disclosure, managing investor relations, preparing board and shareholder meetings, and ensuring compliance with disclosure regulations [5] - The board secretary must manage company equity matters, including maintaining shareholder records and ensuring compliance with stock trading regulations [6] - The board secretary is tasked with assisting the board in developing capital market strategies and organizing training on relevant laws and regulations for board members and senior management [6][7] Group 4: Reporting and Communication - The company must report the resignation or dismissal of the board secretary to the Shanghai Stock Exchange promptly, providing reasons for the change [3] - During the vacancy of the board secretary, the board must appoint a temporary replacement and report this to the Shanghai Stock Exchange [3] - The board secretary has the right to access financial and operational information and must be informed of significant meetings and decisions [7]

湖北东贝机电集团股份有限公司 董事会提名委员会议事规则 第一章 总则 第一条 为规范湖北东贝机电集团股份有限公司（以下简称"公司"或"本公 司"）董事及高级管理人员的产生，优化董事会的组成，完善公司治理结构，根 据《中华人民共和国公司法》（以下简称"《公司法》"）等有关法律、行政法规、 部门规章、规范性文件和《湖北东贝机电集团股份有限公司章程》（以下简称"《公 司章程》"），公司特设立董事会提名委员会（以下简称"提名委员会"），并制 定本议事规则。 第二条 提名委员会是董事会下设的负责建议推荐公司董事、总经理、副 总经理以及其他高级管理人员的专门委员会，向董事会报告工作并对董事会负 责。 第二章 人员组成 第三条 提名委员会由三名董事组成。 第六条 提名委员会委员任期与董事任期一致。委员任期届满，连选可以 连任。提名委员会委员任期届满前，除非出现《公司法》、《公司章程》或本议 事规则规定的不得任职之情形，不得被无故解除职务。期间如有提名委员会委员 不再担任公司董事职务，自动失去提名委员会委员资格。为使提名委员会的人员 组成符合本议事规则的要求，董事会应根据本议事规则及时补足委员人数。在董 事会根据本议事规则及 ...

Core Points - Hubei Donper Electromechanical Group Co., Ltd. was established as a joint-stock company in accordance with the Company Law and other relevant regulations, with its predecessor being Huangshi Donper Electromechanical Group Co., Ltd. [2][3] - The company was approved by the China Securities Regulatory Commission to issue shares and absorb the merger with Huangshi Donper Electric Co., Ltd., and was listed on the Shanghai Stock Exchange on December 25, 2020 [3][4] - The registered capital of the company is RMB 621,616,590 [3][4] Company Structure - The company is a permanent joint-stock company, and its legal representative is the chairman, who must be appointed within 30 days of resignation [3][4] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [3][4] Business Objectives and Scope - The company's business objective is to establish a market-adaptive management model, operate legally, and create optimal economic benefits for shareholders while actively fulfilling social responsibilities [4][5] - The business scope includes the production and sale of refrigeration compressors, refrigeration equipment and parts, high-tech development, consulting, and various rental services [4][5] Share Issuance and Structure - The company's shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice, with equal rights for each share of the same category [6][7] - The total number of issued shares is 621,616,590, all of which are ordinary shares [6][7] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, request meetings, supervise the company's operations, and transfer their shares according to legal regulations [11][12] - Shareholders must comply with laws and regulations, pay for their subscribed shares, and cannot withdraw their capital except as legally permitted [16][17] Governance and Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for convening and voting [19][20] - The board of directors is responsible for convening meetings and must ensure that the meeting's order is maintained [29][30] Decision-Making and Voting - Resolutions can be classified as ordinary or special, with different voting thresholds required for approval [75][76] - Ordinary resolutions require more than half of the voting rights present, while special resolutions require two-thirds [75][76]

每天三分钟公告很轻松 飞鹿股份（300665）：筹划公司控制权变更事项 22日起停牌；中国石化和东贝集团拟回购公司股份； 万泰生物：公司九价HPV疫苗首次获得批签发证明；格林美：公司与蔚蓝锂芯签署战略合作协议；特一 药业和千方科技半年报净利同比增逾10倍…… 今日看点 ▼聚焦一：飞鹿股份：实控人筹划公司控制权变更事项 22日起停牌 公司收到控股股东、实际控制人章卫国通知，章卫国正在筹划公司控制权变更相关事宜，方案涉及股份 协议转让、表决权委托及公司向特定对象发行股份。目前，相关方正在就具体交易方案、协议等相关事 项进行论证和磋商。 经公司向深圳证券交易所申请，公司股票自2025年8月22日（星期五）开市起停牌，预计停牌时间不超 过2个交易日。 ▼聚焦二：中国石化和东贝集团拟回购公司股份 中国石化：公司拟使用不低于5亿元、不超过10亿元的自有资金和回购专项贷款，通过上海证券交易所 系统以集中竞价交易方式回购公司发行的A股股份，回购价格为不超过8.72元/股，本次回购股份的期限 自董事会批准方案之日起不超过3个月，回购的股份将全部注销并减少注册资本。按回购股份价格上限 8.72元/股测算，预计本次回购A股股份数量 ...

格隆汇8月21日丨东贝集团(601956.SH)公布，公司拟通过上海证券交易所系统以集中竞价交易方式回购 公司已发行的部分人民币普通股(A股)股票，本次回购股份将用于员工持股计划或股权激励。回购资金 总额不低于人民币4,000万元(含),不高于人民币8,000万元(含)，回购股份的价格不高于人民币10.37元/股 (含)。 ...

东贝集团（SH 601956，收盘价：7.34元）8月21日晚间发布公告称，2025年8月21日，公司召开了第二 届董事会第二十二次会议，审议通过了《关于以集中竞价方式回购公司股份方案的议案》。本次回购股 份将用于员工持股计划或股权激励。本次回购的资金总额不低于人民币4000万元（含）不高于人民币 8000万元（含）。本次回购股份的价格为不高于人民币10.37元/股（含），不高于公司董事会通过回购 股份决议前30个交易日公司股票交易均价的150%。回购期限自公司董事会审议通过方案之日起12个月 内；公司管理层将根据董事会授权，在回购期限内根据市场情况择机作出回购决策并予以实施。 （文章来源：每日经济新闻） 2024年1至12月份，东贝集团的营业收入构成为：制造业占比96.31%，其他业务占比3.0%，光伏行业占 比0.68%。 ...

Core Viewpoint - Dongbei Group (601956.SH) aims to reduce electricity costs, save energy, and achieve green development through the construction of distributed photovoltaic power station projects in collaboration with its subsidiary companies and related party Dongbei New Energy [1] Summary by Categories Project Details - The projects will be implemented on the rooftops of Dongbei Compressor Company, Electromechanical (Jiangsu) Company, and Dongbei Foundry Company [1] - Dongbei New Energy will be responsible for the construction work and provide necessary materials or undertake the project as a general contractor [1] Financial Aspects - The total contract amount for the projects is 14.1147 million yuan, subject to final confirmation of the engineering settlement price by both parties [1]