Core Points - The article outlines the management system for the resignation of directors and senior management at Guilin Fuda Co., Ltd, aiming to ensure stability in corporate governance and protect the rights of shareholders [1][2] Chapter 1: General Principles - The system is established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China, and aims to maintain the stability of the company's governance structure [1] - The principles guiding the resignation management include legality, transparency, smooth transition, and protection of shareholder rights [1] Chapter 2: Resignation Circumstances and Procedures - Resignation circumstances include term expiration, voluntary resignation, dismissal, and other reasons leading to actual resignation [2] - Directors must continue to fulfill their duties until a new director is elected if the board's composition falls below the legal minimum due to resignation [2][3] - Resignation must be submitted in writing, with reasons provided, and the company must disclose this information within two trading days [3] Chapter 3: Responsibilities and Obligations of Resigning Directors and Senior Management - Resigning directors and senior management must complete handover procedures within five days of leaving, including transferring relevant documents and responsibilities [5] - Obligations regarding public commitments made during their tenure continue even after resignation [6] - Confidentiality obligations regarding company secrets remain effective until the information becomes public [6] Chapter 4: Supplementary Provisions - The system will be effective upon approval by the board of directors and will be interpreted by the board [7]

Core Points - The document outlines the working system for independent director special meetings at Guilin Fuda Co., Ltd, aiming to enhance the decision-making process and responsibilities of independent directors [1][5] - Independent directors are obligated to act in the best interests of the company and all shareholders, ensuring compliance with relevant laws and regulations [1][2] Group 1 - Independent directors can convene special meetings as needed, with a notification period of three days, or immediately in urgent situations [2] - Special meetings can be held in person, via communication methods (including video or phone), or a combination of both [2] - A quorum for the special meeting requires attendance or proxy representation from at least two-thirds of independent directors [2][3] Group 2 - Certain matters must be discussed in special meetings and require majority approval from independent directors before being submitted to the board [3] - Independent directors have the authority to independently hire intermediaries for auditing or consulting on specific company matters [3][4] - The company must provide necessary support and resources for independent directors to fulfill their responsibilities effectively [4][5]

Core Points - The document outlines the external investment management system of Guilin Fuda Co., Ltd, aiming to standardize investment behavior, mitigate risks, and enhance investment efficiency [1][2] - The system is applicable to the company's wholly-owned and controlling subsidiaries, ensuring compliance with national regulations and company strategies [2][5] Investment Decision Authority - A specialized institution is designated to assess the feasibility, risks, and returns of major investment projects, reporting any anomalies to the board of directors [6] - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and general manager, each operating within their legal and regulatory authority [7] - Investments meeting specific thresholds must be approved by the board and disclosed to shareholders, with defined asset and revenue criteria [8][9] Investment Management and Oversight - The board of directors is responsible for regularly monitoring the progress and effectiveness of major investments, addressing any deviations from planned investments [16] - The general manager leads the daily management of investment projects, ensuring proper oversight and decision-making in newly established companies [17][19] - Financial records of investment activities must be comprehensive and detailed, with separate accounts for each project [22][24] Investment Transfer and Recovery - The company can terminate or recover investments under certain conditions, such as project completion or financial insolvency [25][10] - Procedures for transferring investments require coordination among financial and legal departments to ensure compliance with relevant laws [26][27] Reporting and Disclosure - The company must adhere to strict information disclosure obligations regarding external investments, ensuring confidentiality among informed personnel [28][29] - Subsidiaries are required to provide accurate and timely information to the parent company for effective external disclosure [31]

General Provisions - The company establishes a Nomination Committee to enhance the scientific and democratic nature of the board election process and optimize the composition of the board [1][2] - The committee's resolutions must comply with the company's articles of association and relevant laws and regulations [1][2] Composition of the Committee - The committee consists of three directors, with more than half being independent directors [4] - The committee members are nominated by the chairman, more than half of the independent directors, or at least one-third of all directors, and elected by the board [4][5] Responsibilities and Authority - The committee is responsible for drafting selection criteria and procedures for directors and senior management, and for reviewing the qualifications of nominees [10][11] - The committee can propose nominations or dismissals of directors and appointments or dismissals of senior management to the board [11][12] Meeting Notifications and Procedures - Committee meetings can be held irregularly, and the convenor is responsible for calling and presiding over the meetings [17][18] - Meeting notifications must include the time, place, agenda, and contact information, and should be sent at least three days in advance [20][21] Voting and Decision-Making Procedures - A quorum of two-thirds of the committee members is required to hold a meeting, and decisions are made by a majority vote [23][28] - Voting is conducted by written ballot, and each member has one vote [34][36] Meeting Records and Resolutions - Meeting records must include the date, attendees, agenda, and voting results, and should be kept for at least ten years [41][9] - Resolutions are effective once announced by the meeting host and signed by attending members [37][38] Conflict of Interest - Committee members must disclose any direct or indirect interests related to the meeting agenda and should recuse themselves from voting if necessary [42][44] Miscellaneous Provisions - Any matters not covered by these rules will follow national laws and regulations, and the rules will be amended accordingly [46][48]

桂林福达股份有限公司 对外担保管理制度 （2025年8月修订） （四） 经营状况已经恶化、信誉不良，且没有改善迹象的； 第一条 为规范桂林福达股份有限公司（以下简称"公司"）对外担保行为，控制 公司经营风险，根据《中华人民共和国民法典》（以下简称"《民法典》"）、《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》"）、《上海证券交易所股票上市规则》（以下简称"《股 票上市规则》"）《上市公司监管指引第8号—上市公司资金往来、对外担保的监管要 求》《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 及《桂林福达股份有限公司章程》（以下简称"《公司章程》"）的有关规定，制订 本制度。 第二条 本制度所称对外担保是指公司为他人提供的担保，包括公司对控股子公司 的担保。担保方式包括但不限于保证、抵押或质押。具体种类可能是银行借款担保、 银行开立信用证和银行承兑汇票担保、开具保函的担保等。 第三条 本制度适用于公司及公司控股子公司。公司控股子公司对于向公司合并报 表范围之外的主体提供担保的，应视同公司提供担保，公司应按照本制度执行。 第四条 股东 ...

Core Points - The document outlines the operational guidelines for the General Manager of Guilin Fuda Co., Ltd, emphasizing the need for compliance with laws and company regulations [1][2] - It specifies the appointment process, responsibilities, and authority of the General Manager, ensuring accountability to the Board of Directors [2][8] - The guidelines include provisions for financial management, human resources, and project management, establishing a structured approach to company operations [6][12][14] Group 1: General Provisions - The purpose of the guidelines is to standardize the management behavior of the General Manager and senior management, ensuring adherence to the modern enterprise system [1] - The General Manager must act in the best interest of the company and not exploit their position for personal gain [1][5] Group 2: Appointment and Qualifications - The General Manager is nominated by the Chairman and appointed by the Board, with specific disqualifications outlined for certain individuals [2][4] - In the absence of the General Manager, a Deputy General Manager can be designated to perform their duties [2] Group 3: Authority and Responsibilities - The General Manager is responsible for the overall management of the company, implementing Board decisions, and reporting on operations [8][10] - Key responsibilities include maintaining company assets, adhering to company regulations, and ensuring the completion of operational tasks [10][12] Group 4: Conduct and Compliance - The General Manager must comply with legal and regulatory requirements, avoiding conflicts of interest and ensuring ethical conduct [5][6] - Any income derived from violations of these guidelines must be returned to the company, and the General Manager may be held liable for losses incurred [6] Group 5: Operational Procedures - The guidelines detail procedures for investment projects, financial management, and human resources, ensuring a systematic approach to decision-making [12][13][14] - Regular meetings are mandated to discuss significant operational matters, with a requirement for proper documentation [16][19] Group 6: Reporting and Accountability - The General Manager is required to report to the Board on various operational aspects, ensuring transparency and accountability [20][21] - The performance of the General Manager and senior management is linked to company performance, with provisions for rewards and penalties based on their actions [23][26]

Group 1 - The company establishes a Strategic Committee to enhance core competitiveness and improve decision-making processes for major investments [1][2] - The committee consists of three directors, including at least one independent director, and is responsible for long-term strategic planning and major investment decisions [2][4] - The committee's proposals are subject to review and approval by the board of directors [12] Group 2 - The committee is tasked with researching and formulating the company's long-term development strategy and major investment financing plans [11][4] - Meetings can be held in various formats, including in-person and via communication methods, with specific notification requirements [14][15] - Decisions require a two-thirds majority of committee members present, and all resolutions must be documented and archived for a minimum of ten years [25][33][36]

Core Points - The article outlines the selection system for accounting firms at Guilin Fuda Co., Ltd, aiming to enhance audit quality and ensure the authenticity of financial information [1][2][3] Group 1: General Principles - The selection of accounting firms must comply with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] - The selection process is to be approved by the Board of Directors and the Shareholders' Meeting, ensuring no prior engagement of firms before these approvals [2] Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess necessary qualifications as per the China Securities Regulatory Commission and other relevant authorities [2] - Firms must have a good reputation and a record of quality in their auditing practices, with no significant penalties in the last three years [2] Group 3: Selection Procedures - The Audit Committee is responsible for the selection process, including drafting policies, evaluating proposals, and submitting recommendations to the Board [3][5] - The selection process must be competitive and transparent, utilizing methods such as public bidding and competitive negotiations [4][5] Group 4: Evaluation Criteria - Evaluation criteria for accounting firms include audit fees, qualifications, past performance, quality management, and resource allocation [6] - Quality management must account for at least 40% of the evaluation score, while audit fees should not exceed 15% [6] Group 5: Contractual Obligations and Reporting - The selected accounting firm must adhere to the terms outlined in the audit service agreement and complete the audit within the specified timeframe [7][8] - The company must disclose information regarding the accounting firm, including service duration and audit fees, in its annual financial reports [9] Group 6: Special Provisions for Replacement - The company must replace the accounting firm if there are significant quality issues or if the firm fails to meet its obligations [10][11] - The Audit Committee must conduct thorough evaluations before recommending any changes to the accounting firm [11] Group 7: Supervision and Penalties - The Audit Committee is tasked with monitoring the performance of the accounting firm and reporting any violations to the Board [29][30] - Serious violations by the accounting firm can lead to non-renewal of contracts and potential financial penalties [30][12]

桂林福达股份有限公司 章 程 目 录 第一章 总 则 第一条 为维护桂林福达股份有限公司（以下简称"公司"）、股东、职工和债权 人的合法权益,规范公司的组织和行为,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》)和其他有关规定,制定本章 程。 第二条 公司系依照《公司法》和其他有关规定成立的股份有限公司。公司采用发 起 设立 ； 在桂 林市工商 行政管理局注 册登记 ,取得营 业执照 , 统一社会 信用代 码 第三条 公司于 2014 年 10 月 14 日经中国证券监督管理委员会核准,首次向社会公 众发行人民币普通股 4,350 万股,于 2014 年 11 月 27 日在上海证券交易所上市。 第四条 公司注册名称:桂林福达股份有限公司 公司英文名称：GULIN FUDA Co.，Ltd 第五条 公司住所: 桂林市西城经济开发区秧塘工业园秧十八路东侧 邮政编码：541199。 第六条 公司注册资本为人民币 646,208,651 元。 第七条 公司为永久存续的股份有限公司。 第八条 董事长为公司的法定代表人。董事长辞任的，视为同时辞去法定代表人。 法定代表 ...

桂林福达股份有限公司 累积投票实施制度 （2025年8月） 第一条 为进一步完善桂林福达股份有限公司（以下简称"公司"）的治理结构， 规范公司选举董事（不包括职工董事，下同）的行为，保证股东充分行使权利，根据 《公司法》等法律、法规、规范性文件及《公司章程》的相关规定，制定本制度。 第二条 本制度所称累积投票制，是指公司股东会在选举董事时，出席股东会的 股东（以下简称"出席股东"）所拥有的投票权数等于其所持有的股份数乘以该次股 东会应选董事人数之积，出席股东可以将其拥有的投票权数全部投向一位董事候选人， 也可以将其拥有的投票权数分散投向多位董事候选人，按得票多少依次决定董事人 选。 第三条 公司在一次股东会上选举两名以上（包括两名）的董事时，应当采取累 积投票制，以保障公司中小股东有机会将代表其利益和意见的董事候选人选入董事会。 公司应在召开股东会的通知中，明确提示该次董事选举将采用累积投票制。 第四条 股东会召开前，公司董事会秘书应负责组织制作符合累积投票制的选举 票。 第五条 出席股东投票时，股东所投出的投票权数不得超过其实际拥有的投票权 数。如股东所投出的投票权数超过其实际拥有的投票权数，按以下情形区别 ...