江苏嵘泰工业股份有限公司 2025 年第一次临时股东大会 会议资料 2025 年 8 月 1 日 中国·扬州 1 | | | 现场会议日程： 3 一、宣布会议开始 二、宣布会议出席情况、推选监票人和计票人 三、介绍会议基本情况 四、审议议案（含股东发言、提问环节） 五、股东进行现场投票表决 六、统计现场投票表决情况 七、宣布现场投票表决结果 八、休会、汇总现场及网络投票结果（最终投票结果以公司公告为准） | 2025 年第一次临时股东大会议程 3 | | | --- | --- | | 股东大会会议须知 | 4 | | 关于变更公司注册资本、撤销监事会、修订《公司章程》及相关议事规则并办理 | | | 工商变更登记的议案 | 5 | | 关于修订《股东会议事规则》的议案 | 6 | | 关于修订《董事会议事规则》的议案 | 7 | | 关于修订《独立董事工作细则》的议案 | 8 | | 关于修订《对外担保管理制度》的议案 | 9 | | 关于修订《对外投资管理制度》的议案 | 10 | | 关于修订《关联交易管理制度》的议案 | 11 | | 关于修订《防范控股股东、实际控制人及其关联方占用公司资金管理制度》 ...

Core Points - The document outlines the operational guidelines for the General Manager of Jiangsu Rongtai Industrial Co., Ltd, emphasizing the need for compliance with laws and company regulations [2][3] - It establishes the responsibilities, powers, and appointment procedures for the General Manager and other senior management [4][5][6] Section Summaries General Provisions - The guidelines are created to standardize the management behavior of the General Manager and clarify their responsibilities and authority [2] - The General Manager must adhere to legal and regulatory requirements, fulfilling their duties with loyalty and diligence [3] Appointment and Qualifications - The company appoints one General Manager who reports directly to the Board of Directors, with several Vice Presidents appointed as needed [4] - The appointment of the General Manager is proposed by the Chairman and approved by the Board [5] Powers of the General Manager - The General Manager is responsible for managing the company's operations, implementing board resolutions, and reporting to the board [4] - They have the authority to propose the hiring or dismissal of senior management and to manage the company's internal structure [5] Responsibilities of the General Manager - The General Manager must maintain the company's assets, ensure compliance with board decisions, and analyze market information for strategic development [6] - They are required to follow a strict code of conduct to avoid conflicts of interest and ensure the company's integrity [6][7] Work Procedures - The General Manager oversees investment projects, financial management, and human resources, ensuring proper procedures are followed [8][9] - Regular meetings are held to discuss significant company matters, with a minimum of one meeting per month [9] Reporting System - The General Manager must report to the Board on operational matters and significant contracts, ensuring the accuracy of the reports [20][21] Incentive and Accountability Mechanisms - The Board is responsible for the compensation and performance evaluation of the General Manager and senior management [23][24] - Penalties may be imposed for significant misconduct or failure to meet responsibilities [26] Miscellaneous Provisions - The guidelines will be implemented upon approval by the Board and will be subject to legal compliance [30][31]

Core Viewpoint - The document outlines the external investment management system of Jiangsu Rongtai Industrial Co., Ltd, aiming to standardize investment behaviors, reduce risks, and enhance investment efficiency [2][3]. Summary by Sections General Principles - The external investment refers to various forms of investment activities using monetary funds, physical assets, intangible assets, or other asset forms [2]. - Investments are categorized into equity investments, operational project investments, venture capital, entrusted financial management, and other investments [2]. Investment Decision Authority - The investment and finance departments are responsible for feasibility studies and assessments of external investment projects [4]. - The finance department manages the financial aspects of investments, including funding and compliance with legal requirements [4][5]. - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and general manager, with specific thresholds for board and shareholder approval [5][6]. Execution Control - The company must consider investment risks and expected returns when determining investment plans [9]. - After approval, the investment plan must specify funding amounts, methods, and responsible personnel [9]. - The finance department is tasked with maintaining detailed financial records of investments and ensuring compliance with accounting standards [10][13]. Investment Disposal - The company can terminate or recover investments under specific circumstances, such as project completion or financial distress [11][12]. - The procedures for disposing of investments are aligned with those for approving investments [11][12]. Tracking and Supervision - The general manager oversees the daily management of investment projects, while the board of directors monitors significant projects' progress and effectiveness [13][14]. - The finance department conducts regular audits and maintains detailed records of all investment activities [13][14]. Additional Provisions - The document stipulates that the company must select qualified financial institutions for entrusted financial management and ensure proper oversight of investment safety [14]. - The board of directors is responsible for interpreting the investment management system, which takes effect upon approval by the shareholders' meeting [15].

Core Viewpoint - The document outlines a comprehensive management system to prevent the controlling shareholders, actual controllers, and related parties from occupying the funds of Jiangsu Rongtai Industrial Co., Ltd, ensuring the protection of the company and its stakeholders' rights and interests [1][2]. Group 1: General Principles - The system aims to regulate financial transactions between the company and its related parties to avoid fund occupation and protect the interests of the company and its stakeholders [1]. - The system applies to all subsidiaries included in the company's consolidated financial statements [1]. Group 2: Definitions and Types of Fund Occupation - Fund occupation includes both operational and non-operational fund occupation, with operational occupation arising from related transactions and non-operational occupation involving payments for wages, benefits, and other expenses on behalf of related parties [2]. - Related parties are prohibited from using their relationships to harm the company's interests and must compensate for any losses incurred [2]. Group 3: Prevention Principles and Regulations - The company must maintain independence from related parties in assets, personnel, finance, institutions, and operations [2]. - The company should prevent related parties from occupying funds through various means, including related transactions and asset restructuring [2][3]. Group 4: Prohibited Actions - Related parties are not allowed to request the company to advance payments for expenses, borrow funds, or engage in transactions without a genuine commercial basis [3][4]. - The company and its subsidiaries must not provide funds to related parties through loans or other means without proper justification [4]. Group 5: Monitoring and Reporting - The finance department is responsible for daily monitoring and reporting any fund occupation by related parties to the legal representative [5]. - The audit department must conduct regular checks on fund occupation and report findings to the audit committee [5]. Group 6: Approval and Accountability - The board of directors must approve related transactions, with significant transactions requiring shareholder approval [5]. - Directors and senior management who facilitate fund occupation by related parties may face disciplinary actions, including dismissal or legal consequences [6][7]. Group 7: Debt Settlement Procedures - Funds occupied by related parties should generally be repaid in cash, with strict controls on non-cash settlements [7]. - Any non-cash assets used for repayment must be evaluated and approved by the shareholders, ensuring they enhance the company's independence and competitiveness [7].

Core Viewpoint - The document outlines the selection and management procedures for accounting firms by Jiangsu Rongtai Industrial Co., Ltd, emphasizing the importance of maintaining shareholder interests and ensuring high-quality audit work and financial information [1][2]. Group 1: General Principles - The selection of accounting firms must comply with relevant laws and the company's articles of association [1]. - The company must not appoint an accounting firm without prior approval from the board of directors and the shareholders' meeting [1][2]. - Major shareholders and actual controllers are prohibited from interfering in the selection process [1]. Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess necessary qualifications as per the China Securities Regulatory Commission and relevant authorities [2]. - Firms must have a stable workplace, sound organizational structure, and robust internal management systems [2]. - The auditors must have a clean record without administrative penalties related to securities and futures in the past three years [2]. Group 3: Selection Procedures - The audit committee is responsible for proposing the selection of accounting firms and overseeing the audit process [2][3]. - Various stakeholders, including the audit committee and independent directors, can propose the appointment of accounting firms [2]. - The selection process must be fair and transparent, utilizing competitive negotiations, public bidding, or other methods to assess the capabilities of accounting firms [4][5]. Group 4: Evaluation and Scoring - The evaluation of accounting firms must consider factors such as audit fees, qualifications, quality management, and risk management capabilities [6][10]. - Quality management must account for at least 40% of the evaluation score, while audit fees should not exceed 15% [6]. Group 5: Reappointment and Dismissal - The audit committee can recommend reappointment of firms that meet the selection criteria without going through the full selection process again [7][8]. - The company must notify accounting firms 30 days in advance before dismissing or not renewing their contracts [9][10]. Group 6: Supervision and Penalties - The company must disclose annual evaluations of the accounting firms' performance and the audit committee's supervisory activities [11]. - Serious violations by accounting firms can lead to dismissal and potential penalties for responsible individuals [12][13]. Group 7: Other Provisions - The company and accounting firms must maintain proper documentation of the selection and evaluation processes for at least ten years [14]. - Information security measures must be in place to protect sensitive data during the selection and auditing processes [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 [2][3] - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [2] - The company was approved by the China Securities Regulatory Commission (CSRC) for its initial public offering of 40 million shares on December 22, 2020, and was listed on the Shanghai Stock Exchange on February 24, 2021 [2][3] - The registered capital of the company is RMB 282,806,592 [2] Business Objectives and Scope - The company's business objective is to prioritize people and create first-class products while striving for excellence to enhance customer satisfaction [4] - The registered business scope includes manufacturing precision castings and forgings for automobiles and motorcycles, key components for energy-absorbing steering systems, and processing of aluminum and magnesium alloy castings [4] Shares - The company's shares are issued in the form of stocks, with all issued shares being ordinary shares totaling 282,806,592 [5][6] - The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for each share of the same category [5][6] - The company cannot provide financial assistance for others to acquire its shares, except under specific circumstances approved by the shareholders' meeting [6][7] Shareholders and Shareholders' Meeting - The company establishes a shareholder register based on certificates provided by the securities registration and settlement institution, which serves as proof of shareholding [9] - Shareholders have rights to dividends, request meetings, supervise operations, and transfer shares according to the law and the company's articles of association [9][10] - The shareholders' meeting is the company's authority, responsible for electing directors, approving reports, and making decisions on capital changes and other significant matters [46][47] Voting and Resolutions - Resolutions at the shareholders' meeting can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [80][82] - Certain matters, such as capital changes and mergers, require special resolutions [82] - Shareholders must disclose any related party relationships when voting on related transactions, and related shareholders must abstain from voting [84]

Core Viewpoint - The document outlines the information disclosure management system for Jiangsu Rongtai Industrial Co., Ltd, emphasizing the importance of timely, accurate, and complete disclosure of information that may significantly impact the company's securities and derivatives prices [1][2][3]. Group 1: General Principles - The information disclosure obligations apply to the company, its directors, senior management, shareholders, and other relevant parties [2][3]. - Information that may significantly affect the company's securities prices must be disclosed in a timely manner, ensuring that the information is truthful, accurate, and complete [4][5]. - The company must use clear and straightforward language in its disclosures, avoiding promotional or misleading statements [5][6]. Group 2: Disclosure Procedures - The company must disclose periodic reports, including annual and semi-annual reports, within specified timeframes after the end of each accounting period [6][7]. - Financial reports included in the annual report must be audited, while semi-annual reports may not require an audit unless specific conditions are met [7][8]. - The board of directors must ensure that periodic reports are disclosed on time and that they have been reviewed and approved by the board [8][9]. Group 3: Content of Disclosures - The annual report must include essential information such as the company's basic situation, major financial data, stock and bond issuance, and significant events affecting the company [8][9]. - The company must disclose any risks that could significantly impact its core competitiveness and future development [8][9]. - Any major events that could affect the company's securities prices must be disclosed immediately, including significant legal issues, financial losses, or changes in management [10][11]. Group 4: Confidentiality and Responsibilities - The company must maintain confidentiality regarding insider information and ensure that such information is disclosed only in compliance with legal requirements [21][22]. - The board of directors and the board secretary are responsible for managing information disclosure and ensuring compliance with the established procedures [18][19]. - Any violations of the disclosure regulations may lead to administrative, civil, or criminal liabilities for responsible parties [68][69].

General Provisions - The establishment of the Nomination Committee aims to improve corporate governance and optimize the composition of the board of directors [1] - The committee is responsible for drafting selection criteria and procedures for directors and senior management, as well as reviewing and proposing candidates [1][2] Composition of the Committee - The Nomination Committee consists of three directors, with independent directors making up the majority [2] - 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 [2] Responsibilities and Authority - The main responsibilities of the Nomination Committee include researching selection criteria, selecting qualified candidates, and reviewing their qualifications [2][3] - The committee must propose recommendations to the board regarding the nomination or dismissal of directors and the hiring or firing of senior management [2][3] Meeting Rules - The Nomination Committee meetings are held as needed, with a requirement for two-thirds of members to be present for decisions to be valid [3][4] - Decisions can be made through various communication methods, and members must sign the meeting records [4][5] Implementation and Confidentiality - The committee's decisions take effect upon signing by attending members, and any changes must follow legal procedures [5][6] - Members are obligated to maintain confidentiality regarding unpublished information and cannot use insider information for personal gain [6]

江苏嵘泰工业股份有限公司 独立董事专门会议工作制度 （2025年7月） 第一章 总则 第一条 为完善江苏嵘泰工业股份有限公司（以下称公司）法人治理结构， 充分发挥独立董事在公司治理中的作用，根据《中华人民共和国公司法》《上市 公司治理准则》《上市公司独立董事管理办法》和《江苏嵘泰工业股份有限公司 章程》（以下简称公司章程）及其他有关规定，制定本制度。 第二章 独立董事专门会议议事规则 第二条 公司应当定期或者不定期召开全部由独立董事参加的会议（以下简 称独立董事专门会议）。 第九条 授权委托书应由委托人和被委托人签名，应至少包括以下内容： （一）委托人与受托人的姓名； （二）代理事项； （三）授权范围和对议案表决意向的指示； （四）有效期限； 第三条 独立董事专门会议的会议应于会议召开三日前通过专人送出、电子 邮件、微信、电话等方式通知全体独立董事。经全体独立董事一致同意，通知时 限可不受本条款限制。 第四条 独立董事专门会议由三分之二以上独立董事出席或委托出席方可举 行。如有需要，公司非独立董事、高级管理人员及议题涉及的相关人员可以列席 独立董事专门会议，但非独立董事人员对会议议案没有表决权。 第五条 独立 ...

Core Viewpoint - The internal audit system of Jiangsu Rongtai Industrial Co., Ltd. is designed to enhance and standardize internal audit work, clarify responsibilities and powers, and ensure effective internal control and compliance with laws and regulations [1][2]. Group 1: General Principles - The internal audit system applies to all internal departments, holding subsidiaries, and significant equity investees of the company [1]. - The system is established based on relevant laws, regulations, and standards, including the Audit Law of the People's Republic of China and guidelines from the China Internal Audit Association [1]. Group 2: Internal Audit Leadership Mechanism - The internal audit department is accountable to the company's board of directors, which is responsible for reviewing the basic internal audit system, audit plans, and significant audit reports [2]. - The internal audit department must report major issues or clues directly to the audit committee [2]. Group 3: Internal Audit Department and Personnel - The company establishes an internal audit department according to legal requirements and ensures the department is adequately staffed with qualified personnel [2]. - Internal audit personnel must adhere to legal regulations and professional ethics, maintaining independence and objectivity [2][3]. Group 4: Internal Audit Authority - The internal audit department is granted unrestricted access to any audited unit's documents, records, and personnel as necessary for audit purposes [3][4]. - The department can require audited units to submit regular progress reports on corrective actions taken [3]. Group 5: Internal Audit Procedures - The internal audit department prepares an annual audit plan based on risk assessments and management needs, which must be approved by the board of directors [4]. - The audit process consists of preparation, implementation, reporting, and follow-up stages, ensuring thorough documentation and evidence collection [4][5]. Group 6: Utilization of Audit Results - All internal units and subsidiaries must establish a long-term mechanism for rectifying issues identified in audits, with designated responsible persons for corrective actions [5]. - Audit results and corrective actions are incorporated into performance evaluations for management personnel [5]. Group 7: Accountability - The company will take corrective actions against audited units that fail to address identified issues, including potential disciplinary measures for responsible personnel [6][7]. - Internal audit personnel are also subject to accountability measures if they fail to identify significant issues leading to serious consequences [7]. Group 8: Miscellaneous - The internal audit system will be effective upon approval by the board of directors and will be interpreted by the board [8].