Core Viewpoint - Zhejiang Xin'ao Textile Co., Ltd. is adjusting the repurchase price and repurchasing and canceling part of its restricted stock under the 2023 incentive plan, which has been legally reviewed and deemed compliant with relevant laws and regulations [2][12]. Summary by Sections Legal Basis and Authorization - The legal opinion is based on the Company Law, Securities Law, and relevant regulations regarding stock incentive management [2][3]. - The company has completed necessary procedures, including board resolutions and independent director opinions, for the adjustment of the repurchase price and stock cancellation [7][9]. Adjustment of Repurchase Price - The repurchase price adjustment is due to the completion of the 2023 and 2024 profit distribution plans, with a cash dividend of 0.3 yuan per share [10]. - The adjusted repurchase price formula is P = P0 - V, where P0 is the original price of 4.11 yuan per share, resulting in an adjusted price of 3.51 yuan per share after accounting for dividends [10]. Repurchase and Cancellation of Restricted Stock - The repurchase and cancellation are due to six individuals retiring and two failing to meet performance standards, leading to the cancellation of their restricted stocks [11]. - The total repurchase amount is 67.9185 thousand yuan, funded entirely by the company's own resources [11]. Conclusion - The legal opinion concludes that the adjustments and cancellations have received necessary approvals and comply with relevant laws and regulations, with further disclosure obligations required [12].

Core Viewpoint - The company has announced an adjustment to the repurchase price of restricted stock and the cancellation of a portion of restricted stock due to the performance of certain incentive targets and the completion of equity distribution plans for 2023 and 2024 [1][5][8] Summary by Sections Restricted Stock Repurchase Details - The number of restricted stocks to be repurchased is 193,500 shares [1] - The adjusted repurchase price for the restricted stock is 3.51 yuan per share [1][6] Approval Procedures - The company’s board of directors approved the adjustment of the repurchase price and the cancellation of restricted stocks at the 20th meeting of the 6th board on June 17, 2025 [1][4] - Independent directors provided independent opinions on the incentive plan and related proposals [1][3] Reasons for Repurchase - The repurchase is due to six incentive targets retiring and two not meeting performance standards, leading to the cancellation of their unvested restricted stocks [5][6] - The repurchase price is adjusted based on the company's equity distribution and must remain above 1 yuan per share [6] Financial Impact - The total amount for the repurchase is approximately 679,185 yuan, which will be paid from the company’s own funds [6] - After the repurchase, the total number of shares will decrease from 730,490,943 to 730,297,443 [6][7] Compliance and Legal Opinions - The adjustments and repurchase have received necessary approvals and comply with relevant laws and regulations [8] - The company will follow legal procedures for share cancellation and reduction after the repurchase [8]

Group 1 - The board of directors of Zhejiang Xin'ao Textile Co., Ltd. held its 20th meeting on June 17, 2025, with all 9 directors present, confirming the legality and validity of the meeting [1] - The board approved the "Quality Improvement and Efficiency Enhancement Return Action Plan" with unanimous support [1] - The board approved the adjustment of the repurchase price of restricted stock and the cancellation of part of the restricted stock, with 3 directors voting in favor after related directors recused themselves [2] Group 2 - The board approved a change in registered capital and amendments to the Articles of Association, reducing the registered capital from RMB 730,490,943 to RMB 730,297,443 [2][3] - The board approved the revision of the "Audit and Risk Management Committee Work Rules" with unanimous support [3] - The board approved the establishment of a "Senior Management Departure Management System" with unanimous support [3] Group 3 - The board approved the revision of the "Shareholders' Meeting Rules" and the "Board Meeting Rules," both requiring submission to the shareholders' meeting for approval [3] - The board decided to hold the first temporary shareholders' meeting of 2025 on July 4, 2025, with unanimous support [4]

Meeting Information - The first extraordinary general meeting of shareholders for 2025 will be held on July 4, 2025, at 14:00 [1] - The meeting will take place at the conference room of Zhejiang Xin'ao Textile Co., Ltd. in Tongxiang City, Zhejiang Province [1] - Voting will be conducted through a combination of on-site and online methods using the Shanghai Stock Exchange's voting system [1] Voting Procedures - Shareholders can vote via the Shanghai Stock Exchange's online voting system, with voting available from 9:15 to 15:00 on the day of the meeting [2] - Shareholders holding multiple accounts can aggregate their voting rights across all accounts for the same class of shares [3][4] - Duplicate votes through different methods will be counted based on the first voting result [4] Meeting Agenda - The meeting will review a non-cumulative voting proposal regarding the cancellation of part of the restricted stock [2] - Related shareholders who participated in the 2023 restricted stock incentive plan must abstain from voting [2] Attendance Requirements - Only shareholders registered with the China Securities Depository and Clearing Corporation Limited as of the close of trading on June 26, 2025, can attend the meeting [4] - Shareholders may appoint a proxy to attend and vote on their behalf, with specific documentation required [5] Registration Details - Registration for the meeting will occur on June 30, 2025, from 9:00 to 16:00 at the company's conference room [5] - Contact information for inquiries includes a phone number and email address for the company's securities department [5]

Core Viewpoint - The company has established a management system for the resignation of directors and senior management to ensure governance stability and protect the rights of shareholders [1][2]. Group 1: Principles of Resignation Management - The resignation management should adhere to the principles of legality, transparency, smooth transition, and protection of shareholder rights [2]. - The resignation scenarios include term expiration without reappointment, voluntary resignation, dismissal, and other circumstances leading to actual departure [4]. Group 2: Resignation Procedures - Directors must submit a written resignation report stating the reasons for their resignation, which becomes effective upon receipt by the company [5]. - The company must complete the re-election of directors within 60 days if a resignation leads to a shortage of board members [3]. Group 3: Responsibilities and Obligations Post-Resignation - Resigning directors and senior management must complete all handover procedures and report their resignation within two trading days [6]. - They are prohibited from using their former positions to interfere with the company's operations or harm shareholder interests [6]. Group 4: Accountability Mechanism - Directors and senior management who cause losses to the company due to unauthorized resignation must bear compensation responsibilities [7]. - The company retains the right to pursue accountability for any unfulfilled commitments or breaches of loyalty obligations by departing personnel [7]. Group 5: Implementation and Amendments - The management system will be effective upon approval by the board and is subject to interpretation and modification by the board [8].

Core Points - The document outlines the working rules of the Audit Committee of Zhejiang Xin'ao Textile Co., Ltd, aiming to enhance corporate governance and ensure compliance with relevant laws and regulations [1][2][3] Group 1: General Provisions - The Audit Committee is a specialized body established by the Board of Directors, responsible for reporting its work to the Board [1] - Members of the Audit Committee should be independent of the company's daily operations and must dedicate sufficient time and effort to fulfill their duties [1][2] Group 2: Composition and Personnel - The Audit Committee consists of three directors who are not senior management, with a majority being independent directors, including at least one accounting professional [2][3] - The Committee is led by a chairperson elected from among the independent directors, who must also be an accounting professional [3] Group 3: Responsibilities and Authority - The main responsibilities of the Audit Committee include reviewing financial information, supervising external and internal audits, and evaluating internal controls [10][11] - The Committee has the authority to propose the hiring or dismissal of external auditors and to oversee the audit process [12][13] Group 4: Meeting Procedures - The Audit Committee must meet at least quarterly, with a quorum requiring the presence of two-thirds of its members [9][10] - Decisions are made by a majority vote, and members must recuse themselves from discussions where they have a conflict of interest [10][11] Group 5: Information Disclosure - The Audit Committee is required to disclose significant issues identified during its duties, in accordance with the Shanghai Stock Exchange's disclosure standards [30][31] - The company must provide explanations if the Board does not adopt the Audit Committee's recommendations [31][32]

Core Viewpoint - The company has implemented a "Quality Improvement, Efficiency Enhancement, and Return to Shareholders" action plan to enhance operational efficiency, strengthen market competitiveness, and ensure investor rights while maintaining a positive image in the capital market [1][2]. Group 1: Business Performance - In 2024, the company achieved operating revenue of 484,078.38 million yuan, a year-on-year increase of 9.07% [1] - The net profit attributable to shareholders reached 42,829.74 million yuan, reflecting a growth of 5.96% compared to the previous year [1] - The non-recurring net profit attributable to shareholders was 40,948.74 million yuan, up 5.23% year-on-year [1] - The company focuses on its core spinning business, emphasizing sustainable development, innovation, and digital transformation to enhance product variety and customer base [1]. Group 2: Shareholder Returns - The company has maintained a stable cash dividend policy, distributing a total of 1.37 billion yuan in cash dividends for the 2024 fiscal year, consistent with previous years [2] - Over the past three years, cash dividends accounted for 52.61% of net profit attributable to shareholders, with a dividend payout ratio exceeding 50% in the last five years [2] - The company aims to optimize its dividend plan while ensuring sustainable development, striving to maintain a competitive dividend ratio [2]. Group 3: Information Disclosure and Investor Communication - The company adheres to principles of truthful, accurate, complete, timely, and fair information disclosure, enhancing the readability and effectiveness of its disclosures [2][3] - It actively expands diverse communication channels with investors, holding regular performance briefings and utilizing various platforms for effective interaction [2][3] - The company publishes ESG reports to integrate sustainable development performance into investor communication, showcasing its commitment to long-term value [2]. Group 4: Governance and Compliance - The company is committed to improving its corporate governance structure, ensuring clear responsibilities and regulatory compliance [4][5] - It has strengthened the roles of independent directors and audit committees to enhance oversight and compliance [4] - The company emphasizes the responsibilities of key stakeholders, implementing a multi-level governance system to protect the interests of shareholders [5].

浙江新澳纺织股份有限公司 董事会审计委员会工作细则 第一章 总 则 第一条 为推进浙江新澳纺织股份有限公司（以下简称"公司"）提高公司 治理水平，规范公司董事会审计委员会的运作，根据《中华人民共和国公司法》 《中华人民共和国证券法》《上市公司独立董事管理办法》《上海证券交易所股 票上市规则》等法律、行政法规、规范性文件及《公司章程》的相关规定，制定 本工作细则。 第二条 董事会审计委员会是董事会设立的专门工作机构，对公司董事会负 责，向董事会报告工作。 第三条 审计委员会成员原则上应当独立于公司的日常经营管理事务。审计 委员会成员应保证足够的时间和精力履行委员会的工作职责，并履行勤勉尽责的 义务，切实有效地监督、评估公司内外部审计工作，促进公司建立良好有效的内 部控制并提供真实、准确、完整的财务报告。 第四条 公司应为审计委员会提供必要的工作条件，配备专门人员或机构承 担审计委员会的工作联络、会议组织、材料准备和档案管理等日常工作。审计委 员会履行职责时，公司管理层及相关部门应给予配合。董事、高级管理人员应当 如实向审计委员会提供有关情况和资料，不得妨碍审计委员会行使职权，保证审 计委员会履职不受干扰。审计委 ...

国浩律师（杭州）事务所 关于 浙江新澳纺织股份有限公司 之 法律意见书 地址：杭州市上城区老复兴路白塔公园 B 区 2 号、15 号国浩律师楼 邮编：310008 Grandall Building, No.2＆No.15, Block B, Baita Park, Old Fuxing Road, Hangzhou, Zhejiang 310008, China 电话/Tel: (+86)(571) 8577 5888 传真/Fax: (+86)(571) 8577 5643 电子邮箱/Mail：grandallhz@grandall.com.cn 网址/Website：http://www.grandall.com.cn 国浩律师（杭州）事务所 法律意见书 2023 年限制性股票激励计划 调整回购价格及回购注销部分限制性股票 国浩律师（杭州）事务所 关于 浙江新澳纺织股份有限公司 2023 年限制性股票激励计划 调整回购价格及回购注销部分限制性股票 之 法律意见书 致：浙江新澳纺织股份有限公司 根据浙江新澳纺织股份有限公司（以下简称"新澳股份"或"公司"）与国 浩律师（杭州）事务所（以下简称"本所"）签订 ...

证券代码：603889 证券简称：新澳股份 公告编号：2025-030 公司于 2025 年 6 月 17 日召开第六届董事会第二十次会议，审议通过了《关 于调整限制性股票回购价格及回购注销部分限制性股票的议案》，鉴于公司 2023 年限制性股票激励计划中 6 名激励对象因退休而离职，不再具备激励资格，2 名 激励对象因个人层面绩效考核未达标而不能解除限售，根据《上市公司股权激励 管理办法》及《2023 年限制性股票激励计划（草案）》的有关规定，公司将对 上述人员已获授但尚未解除限售的全部或部分限制性股票 193,500 股进行回购注 销。 本次回购注销完成后，公司总股本将由 730,490,943 股减少至 730,297,443 股，注册资本由人民币 730,490,943 元减少至人民币 730,297,443 元。 二、《公司章程》修订情况 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司章程 指引》等法律、法规、规范性文件的规定，并结合公司本次限制性股票回购注销 相关情况对《公司章程》中的有关条款进行相应修改，具体修改情况如下： | 公司章程原条款 | | 公司章程修订后条款 | | ...