苏州龙杰特种纤维股份有限公司 2025 年第一次临时股东大会 会议资料 2025 年 7 月 | 2025 年第一次临时股东大会会议须知 3 | | | --- | --- | | 2025 年第一次临时股东大会议程 | 4 | | 议案一：《关于延长向特定对象发行 A 股股票事宜相关决议有效期的议案》 5 | | | 有效期的议案》 6 | | | 议案三：《关于取消监事会、修订<公司章程>并办理工商变更登记事宜的议案》 7 | | | 议案四：《关于修订公司部分治理制度的议案》 | 42 | 2025 年第一次临时股东大会会议须知 为维护全体股东合法权益，确保苏州龙杰特种纤维股份有限公司（以下简称"公司"或"苏 州龙杰"）本次股东大会的顺利召开，依据中国证监会《上市公司股东会规则》《公司章程》 和公司《股东大会议事规则》等有关规定，制定大会须知如下： 1、 董事会以维护全体股东的合法权益、维持大会正常秩序和提高议事效率为原则，认真 履行《公司章程》规定的职责，做好召集、召开股东大会的各项工作。 2、 凡 2025 年 7 月 23 日交易结束后被中国证券登记结算有限责任公司上海分公司登记在 册的本公司股东 ...

Core Viewpoint - Suzhou Longjie Special Fiber Co., Ltd. has made significant adjustments to its stock issuance plan following the completion of its 2024 annual equity distribution, including changes to the issuance price and quantity of shares to be issued to specific targets [1][2]. Board Meeting Details - The fifth board meeting of Suzhou Longjie was held on July 11, 2025, with all 8 directors present, complying with relevant laws and regulations [1]. - The board approved the adjustment of the stock issuance price and quantity after the 2024 annual equity distribution [2]. Adjustments to Stock Issuance - The adjusted issuance price is set at 5.74 CNY per share, down from the previous price of 5.96 CNY per share due to a cash dividend of 0.22 CNY per share [2]. - The total amount of funds to be raised from the issuance is capped at 100 million CNY, resulting in an adjusted issuance quantity of 17,421,602 shares, an increase from the previous cap of 16,778,523 shares [2]. Extension of Issuance Validity - The board approved an extension of the validity period for the stock issuance resolution by an additional 12 months, now set to expire on July 30, 2026, to ensure the smooth continuation of the issuance process [3][4]. Governance Changes - The company plans to abolish the supervisory board and amend its articles of association to enhance corporate governance, with the audit committee of the board taking over the supervisory functions [5][6]. - The board also approved revisions to certain governance systems to align with the updated articles of association and relevant regulations [6]. Upcoming Shareholder Meeting - A temporary shareholder meeting is scheduled for July 29, 2025, to discuss the aforementioned matters and other relevant issues [8].

Meeting Information - The shareholder meeting is scheduled for July 29, 2025, at 14:00 [1] - The meeting will be held at the fourth-floor conference room of Suzhou Longjie Special Fiber Co., Ltd. [1] - Voting will be conducted through a combination of on-site and online methods [1] Voting Procedures - The online voting system used is the Shanghai Stock Exchange's shareholder meeting online voting system [2] - Voting will be available from 9:15 to 15:00 on the day of the meeting [1][2] - Shareholders can vote through either the trading system or the internet voting platform [2] Shareholder Rights - Shareholders registered by the close of trading on July 23, 2025, are entitled to attend the meeting [4] - Shareholders can appoint a proxy to attend and vote on their behalf [4][5] - Multiple accounts held by a shareholder can be used to exercise voting rights collectively [3][4] Agenda Items - The meeting will review non-cumulative voting proposals related to the issuance of A shares [2] - Related shareholders must abstain from voting on specific proposals [2] Registration and Attendance - Shareholders must register to attend the meeting between 8:00 and 16:00 on July 28, 2025 [5] - Registration can also be done via mail or fax for remote shareholders [5] Additional Information - Attendees are responsible for their own accommodation and travel expenses [5] - An authorization letter template is provided for shareholders wishing to appoint a proxy [6]

Core Viewpoint - Suzhou Longjie Special Fiber Co., Ltd. is canceling its supervisory board and revising its articles of association to enhance corporate governance in compliance with new regulations effective from July 1, 2024 [1][2]. Group 1: Cancellation of Supervisory Board - The company will no longer have a supervisory board, with the audit committee of the board taking over its responsibilities [1]. - The decision aligns with the requirements of the new Company Law and related regulations [1]. Group 2: Revision of Articles of Association - The articles of association will be amended to reflect the removal of references to the supervisory board and to update terminology, such as changing "shareholders' meeting" to "shareholders' assembly" [2]. - Specific articles regarding the legal representative and responsibilities of the board members will be revised to ensure clarity and compliance with the new regulations [2][3]. - The amendments will also include provisions for the establishment of a Communist Party organization within the company [2]. Group 3: Corporate Governance Enhancements - The revisions aim to improve the governance structure and operational compliance of the company as a listed entity [2]. - The company will ensure that all changes are legally binding and enforceable, providing a clear framework for the rights and obligations of shareholders and management [6][16].

Core Viewpoint - Suzhou Longjie Special Fiber Co., Ltd. has announced the extension of the validity period for the resolution regarding the issuance of A-shares to specific targets, as well as the authorization for the board of directors to manage this issuance, extending the deadlines by an additional 12 months to July 30, 2026 [1][2]. Group 1 - The board of directors approved the extension of the resolution's validity period for the issuance of A-shares during the 15th meeting of the fifth board on July 11, 2025 [1]. - The original validity period for the issuance resolution was set for 12 months from the approval date of the third extraordinary general meeting of shareholders held on July 30, 2024, expiring on July 30, 2025 [2]. - The extension is necessary to ensure the ongoing and effective progress of the issuance matters, as they are still in process [1][2]. Group 2 - The authorization for the board of directors to manage the issuance matters was also set for a 12-month period, which is now proposed to be extended to July 30, 2026 [2]. - Aside from the extension of the authorization period, the scope and content of the board's authorization will remain unchanged [2].

Group 1 - The company has established a Board Strategic Committee to enhance core competitiveness and improve decision-making processes for major investments [2][4] - The Strategic Committee consists of 5 non-independent directors, with the chairman serving as the head of the committee [3][4] - The main responsibilities of the Strategic Committee include researching long-term development strategies and major investment decisions, and submitting proposals to the Board for approval [7][8] Group 2 - A Board Nomination Committee has been set up to standardize the selection of leadership personnel and optimize the composition of the Board [20][21] - The Nomination Committee is composed of 3 directors, with a majority being independent directors, and is responsible for proposing candidates for directors and senior management [5][6] - The committee's proposals must be submitted to the Board for review and decision [8][9] Group 3 - The company has formed a Board Audit Committee to enhance governance and internal control systems [9][10] - The Audit Committee consists of 3 directors, all of whom are independent, and at least one must be a professional accountant [10][11] - The committee is responsible for reviewing financial information, supervising internal and external audits, and ensuring compliance with relevant laws and regulations [11][12] Group 4 - A Compensation and Assessment Committee has been established to improve the assessment and compensation management system for directors and senior management [19][20] - The committee is composed of 3 directors, with a majority being independent directors, and is tasked with developing performance evaluation standards and compensation plans [20][21] - The committee's recommendations regarding compensation must be approved by the Board and submitted to the shareholders' meeting for final approval [21][22]

Core Points - The document outlines the management rules for the shares held by the board members and senior management of Suzhou Longjie Special Fiber Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] Group 1: Share Transfer Restrictions - Board members and senior management cannot transfer their shares under specific conditions, including within one year of the company's stock listing and within six months after leaving their positions [4][5] - The maximum shares that can be transferred annually by board members and senior management is limited to 25% of their total holdings, with exceptions for certain circumstances [2][5] - Shares held by board members and senior management that are not transferred within the year will be included in the total for the following year [6][7] Group 2: Insider Trading Prohibitions - Board members and senior management are prohibited from trading company stocks during specific periods, such as 15 days before the annual or semi-annual report announcements [3][4] - The prohibition also extends to significant events that could impact stock prices until they are disclosed [4][5] Group 3: Notification and Disclosure Requirements - Board members and senior management must report their share transfer plans to the stock exchange 15 trading days before selling, including details such as the number of shares and the reason for the sale [6][7] - Any changes in shareholding must be reported within two trading days, including the number of shares before and after the change [7][8] Group 4: Legal Responsibilities - The company reserves the right to pursue accountability for any violations of these rules by board members and senior management, which may result in civil, administrative, or criminal liability [9][10]

Core Points - The company establishes an insider information management system to enhance confidentiality and ensure fair information disclosure in compliance with relevant laws and regulations [1][10] - The board of directors is responsible for managing insider information, ensuring the accuracy and completeness of insider information registries [2][3] - Insider information includes significant changes in business operations, major investments, important contracts, and other events that could impact the company's securities market price [3][4] Insider Information and Confidentiality - Insider information is defined as unpublicized information that could significantly affect the company's operations, finances, or securities market price [3] - Insider information insiders include company directors, senior management, major shareholders, and other personnel who can access insider information due to their roles [5][6] - Insiders are obligated to maintain confidentiality and are prohibited from disclosing or trading based on insider information before it is publicly disclosed [6][7] Management and Record-Keeping - The company must maintain accurate records of insider information and the individuals who have access to it, including the timing and nature of the information [11][12] - In cases of significant corporate actions, such as mergers or acquisitions, a detailed record of the process and involved parties must be maintained [13][14] - The company is required to submit insider information registries and significant event records to the stock exchange within five trading days after public disclosure [14][15] Accountability and Penalties - The company will conduct self-examinations regarding insider trading and take necessary actions against violators, including reporting to regulatory authorities [16][17] - Violations of confidentiality obligations may result in penalties, and severe cases could lead to criminal prosecution [17][18] - The company reserves the right to pursue accountability against individuals who disclose information without authorization, causing harm to the company [18]

苏州龙杰 外部信息使用人管理制度 苏州龙杰特种纤维股份有限公司 第一章 总则 第一条 为了进一步加强苏州龙杰特种纤维股份有限公司（以下简称"公司"） 的信息披露工作的管理，规范外部信息的报送和使用管理，确保公平信息披露， 避免内幕交易，根据《中华人民共和国公司法》、《中华人民共和国证券法》、 《上市公司信息披露管理办法》、《上海证券交易所股票上市规则》等法律法规 的规定，以及《公司章程》等相关规定，结合公司实际情况，制定本制度。 第二条 本制度的适用范围包括公司及其各部门、全资及控股子公司以及公 司的董事、高级管理人员和其他相关人员，公司对外报送信息涉及的外部单位或 个人。 第三条 本制度所指"信息"是指对公司股票及衍生品种的交易价格可能产 生重大影响的尚未公开的信息，包括但不限于定期报告、临时报告、财务数据以 及正在策划、编制、审批和披露期间的重大事项。尚未公开是指公司董事会尚未 在中国证券监督管理委员会指定的上市公司信息披露刊物或网站正式公开发布。 第十一条 公司各部门、全资和控股子公司及其工作人员应严格执行本制度， 并应当要求和督促外部单位和个人对其内部传递的文件、资料、报告等材料中涉 及的其所知悉的公 ...

苏州龙杰 信息披露制度 苏州龙杰特种纤维股份有限公司 第一章 总则 第三条 信息披露义务人，是指上市公司及其董事、高级管理人员、股东、 实际控制人，收购人，重大资产重组、再融资、重大交易有关各方等自然人、单 位及其相关人员，破产管理人及其成员，以及法律、行政法规和中国证监会规定 的其他承担信息披露义务的主体。 第二章 信息披露的基本原则 第四条 信息披露义务人应当及时依法履行信息披露义务，披露的信息应当 真实、准确、完整，简明清晰、通俗易懂，不得有虚假记载、误导性陈述或者重 大遗漏。 第一条 为规范苏州龙杰特种纤维股份有限公司（以下简称"公司"）信息 披露行为，加强公司信息披露事务管理，促进公司依法规范运作，维护公司股东 的合法权益，根据《中华人民共和国公司法》、 《中华人民共和国证券法》、 《上市 公司信息披露管理办法》、 《上海证券交易所股票上市规则》等法律、法规和规范 性文件等有关规定以及《苏州龙杰特种纤维股份有限公司章程》 （以下简称"《公 司章程》"），制定本制度。 第二条 本制度所指"信息"是指根据相关法律、法规、部门规章及证券监管 部门的规范性文件所有可能对公司证券及其衍生品种交易价格产生重大影 ...