北京市朝阳区建外大街丁 12 号英皇集团中心 8、9、11 层 8/9/11/F, Emperor Group Centre, No.12D, Jianwai Avenue, Chaoyang District, Beijing, 100022, P.R.China 电话/Tel.: 010-50867666 传真/Fax: 010-56916450 网址/Website: www.kangdalawyers.com 北京 西安 深圳 海口 上海 广州 杭州 沈阳 南京 天津 菏泽 成都 苏州 呼和浩特 香港 武汉 郑州 长沙 厦门 重庆 合肥 宁波 济南 昆明 南昌 北京市康达律师事务所 关于 浙江西大门新材料股份有限公司 2023 年限制性股票激励计划调整回购价格、回购注销部分限制性股票、 第二个限售期解除限售条件成就相关事项 之 法 律 意 见 书 康达法意字[2025]第 0243 号 二零二五年五月 法律意见书 释 义 在本《法律意见书》中，除非文义另有所指，下列词语具有下述含义： | 西大门/公司 | 指 | 浙江西大门新材料股份有限公司 | | --- | --- | --- | | 《公司章程 ...

证券代码：605155 证券简称：西大门 公告编号：2025-027 浙江西大门新材料股份有限公司 关于部分股权激励限制性股票回购注销实施公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 回购注销原因：浙江西大门新材料股份有限公司（以下简称"公司"）《公 司 2023 年限制性股票激励计划》（以下简称《激励计划》）的有关规定，本次 公司《激励计划》中部分激励对象个人层面业绩考核未达标或部分达标，公司拟 对已获授但尚未解除限售的合计 249,340 股限制性股票进行回购注销。 本次注销股份的有关情况 | 回购股份数量（股） | 注销股份数量（股） | | 注销日期 | | | | --- | --- | --- | --- | --- | --- | | 249,340 | 249,340 | 2025 年 | 7 | 月 24 | 日 | 1、2023 年 4 月 26 日，公司召开第三届董事会第五次会议，会议审议通过 了《关于公司<2023 年限制性股票激励计划（草案）>及其摘要的议案》、《关 于公司<2 ...

Core Points - The transformation of the area around the Dongxihu toll station has significantly improved the local environment, with the introduction of a sunflower field and other greenery [1][2] - The project involved collaboration between various local authorities and organizations to enhance the landscape and promote ecological restoration [1][2] Group 1 - The Dongxihu toll station area has been transformed from a barren landscape to a vibrant sunflower field covering approximately 40 acres, along with the planting of around 2,300 trees of 20 different species [1] - The local government and the toll station management have actively engaged in maintaining cleanliness and improving the aesthetics of the area, including regular garbage collection and planned renovations [2] Group 2 - The initiative reflects a broader trend of enhancing urban landscapes along major transportation routes, which can positively impact local communities and attract visitors [1][2] - The collaboration between the Dongxihu toll station and local authorities demonstrates a proactive approach to environmental management and community engagement [2]

Group 1 - The company is holding a shareholder meeting on July 29, 2025, to discuss various proposals including changes to registered capital and the abolition of the supervisory board [1] - The registered capital of the company will change from 134,400,000 yuan to 191,681,000 yuan due to the issuance of restricted stock [2] - The company plans to amend its articles of association in accordance with the new Company Law and related regulations, including the removal of the supervisory board [2][3] Group 2 - The company will grant 2,515,000 shares of restricted stock at a price of 6.90 yuan per share to 79 eligible participants [2] - The company aims to ensure the orderly conduct of the meeting by requiring shareholders to register in advance and present valid identification [1] - Voting will be conducted through a combination of on-site and online methods, with each share carrying one vote [1]

浙江西大门新材料股份有限公司 （股票代码：605155） 2025 年第一次临时股东大会 会议资料 二〇二五年七月 浙江西大门新材料股份有限公司 2025 年第一次临时股东大会会议议程 会议时间：2025 年 7 月 29 日 15 点 00 分 会议地点：绍兴市柯桥区兰亭镇阮港村公司会议室 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票时间：2025 年 7 月 29 日 9:15-9:25，9:30-11:30，13:00-15:00 会议主持人：董事长柳庆华先生 七、统计表决结果； 八、宣布投票表决结果； 九、宣读股东大会会议决议； 十、与会相关人员在股东大会决议及会议记录上签字； 十一、律师宣读法律意见书； 十二、会议结束。 会议须知 各位股东、股东授权代表： 为维护全体股东的合法权益，确保股东大会的正常秩序和议事效率，保证大 会顺利进行，浙江西大门新材料股份有限公司（以下简称"公司"）根据中国证 券监督管理委员会《上市公司股东大会规则》及公司《股东大会议事规则》等文 件的有关要求，特制定本次会议须知通知如下： 一、股东可用传真、信函或邮件方式进行登记，须在 2025 年 7 月 28 日 ...

General Principles - The purpose of the cumulative voting system is to standardize the governance structure of Zhejiang Xidamen New Materials Co., Ltd. and protect the interests of minority investors [1] - Cumulative voting allows shareholders to allocate their voting rights across multiple candidates when electing more than two directors [1] Nomination of Director Candidates - Director candidates must meet the qualifications and conditions set forth in the Company Law and other relevant regulations [2] - Shareholders holding more than 1% of the company's shares have the right to nominate director candidates, and the nomination process involves a qualification review by the board's nomination committee [2][3] - Candidates must provide detailed personal information and a written commitment to accept the nomination and fulfill their duties if elected [3] Voting Principles of Cumulative Voting - Independent and non-independent directors are elected through separate voting processes [4] - Shareholders can accumulate their votes based on the number of shares held and the number of directors to be elected, with specific rules on how votes can be cast [5] Election Principles for Directors - The number and structure of elected directors must comply with the company's articles of association [6] - In a differential election, candidates receiving more than half of the valid votes are elected, and if the number of elected directors is less than required, a second round of elections may be held [6] Special Procedures for Cumulative Voting - The company must clearly state the use of cumulative voting in the notice for the shareholders' meeting [7] - The voting process must be explained to shareholders before the vote, and specific ballots must be prepared for cumulative voting [7] - Shareholders can vote in person or delegate their voting rights to others [7]

Group 1 - The company establishes a Board Strategic Committee to enhance core competitiveness and improve decision-making processes for major investments [2][3] - The committee consists of three directors, with the chairman being the company's chairman [4][5] - The committee is responsible for researching long-term development strategies and major investment decisions, and its proposals are submitted to the board for approval [3][8] Group 2 - The committee has specific responsibilities, including reviewing major investment financing plans and capital operations that require board approval [3][8] - An investment review group is established under the committee to prepare necessary documentation for decision-making [10][11] - The committee meetings require a two-thirds attendance of members to be valid, and decisions are made by majority vote [5][12] Group 3 - The company also establishes a Nomination Committee to optimize the composition of the board and select qualified candidates for directors and senior management [7][8] - The Nomination Committee consists of three directors, including two independent directors, and is responsible for proposing candidates for board positions [7][8] - The committee's recommendations must be documented if not fully adopted by the board, along with reasons for non-adoption [8][28] Group 4 - An Audit Committee is formed to ensure effective supervision of financial reporting and internal controls [12][13] - The Audit Committee consists of three directors, with a majority being independent directors, and is tasked with reviewing financial reports and overseeing external audits [12][14] - The committee must ensure that the internal audit department operates independently and effectively [18][19] Group 5 - A Compensation and Assessment Committee is established to develop assessment standards and compensation policies for directors and senior management [25][26] - The committee is responsible for reviewing the performance of directors and senior management and making recommendations for compensation [25][26] - The committee's proposals for compensation plans must be approved by the board before being submitted to the shareholders [28][29]

Group 1 - The company is named Zhejiang Xidamen New Material Co., Ltd., established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [2][3] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 24 million shares on September 28, 2020, and was listed on the Shanghai Stock Exchange on December 31, 2020 [2][3] - The registered capital of the company is RMB 191,681,000 [3] Group 2 - The company's business scope includes manufacturing and sales of various materials such as fiberglass reinforced plastic products, synthetic materials, and new building materials [4][5] - The company's operational purpose is to contribute to human health [4] Group 3 - The company has a total of 191,681,000 shares issued, all of which are ordinary shares with a par value of RMB 1 each [7] - The founding shareholders are Liu Qinghua and Wang Yuehong, holding 94.52% and 5.48% of the shares respectively [7] Group 4 - The company is required to maintain a legal framework for the rights and obligations of shareholders, directors, and senior management, which is binding and enforceable [4][16] - The company must establish a Communist Party organization and conduct activities in accordance with the Party's regulations [4]

General Principles - The rules are established to regulate the behavior of Zhejiang Xidamen New Materials Co., Ltd. and ensure shareholders can exercise their rights according to relevant laws and regulations [1][2] - The company must hold shareholder meetings in strict accordance with the law, administrative regulations, and the company's articles of association [1][2] Shareholder Meeting Types - Shareholder meetings are categorized into annual and temporary meetings, with annual meetings held once a year within six months after the end of the previous fiscal year [1][2] - Temporary meetings are called as needed, within two months of the occurrence of events that require such meetings [1][2] Meeting Procedures - If the company cannot hold a meeting within the specified time, it must report to the local China Securities Regulatory Commission and the Shanghai Stock Exchange, explaining the reasons [2] - Legal opinions must be obtained on the legality of the meeting's procedures, participant qualifications, and voting results [2] Proposals and Notifications - Proposals must fall within the scope of the shareholder meeting's authority and be clearly defined [5][6] - The board of directors, audit committee, and shareholders holding more than 1% of shares can propose items for discussion [5][6] Meeting Conduct - The meeting must be held at the company's registered address or a location specified in the articles of association, and can utilize online methods for shareholder participation [8][9] - Shareholders can attend in person or appoint proxies to vote on their behalf [8][9] Voting and Decision Making - Each share carries one vote, and shareholders must declare their voting intentions as agree, disagree, or abstain [13][14] - The voting results must be announced immediately after the meeting, detailing the number of votes and the outcome of each proposal [14][15] Record Keeping - Meeting records must include details such as time, location, agenda, and attendance, and must be preserved for at least ten years [15][16] - The company must ensure that decisions made at the meeting are executed promptly and in accordance with the law [16][17] Compliance and Legal Obligations - The company must not disclose any undisclosed material information during the shareholder meeting [17] - Any disputes regarding the legality of the meeting procedures or resolutions can be brought to court within 60 days [16][17]

Core Points - The document outlines the independent director system of Zhejiang Xidamen New Materials Co., Ltd, aiming to establish a modern corporate governance structure and ensure compliance with relevant laws and regulations [2][3][4] Group 1: General Principles - The independent director is defined as a board member who does not hold any other position in the company and has no direct or indirect interests that could affect their independent judgment [2][3] - The company must establish an independent director system that complies with legal and regulatory requirements, ensuring the protection of minority shareholders' rights [3][4] Group 2: Qualifications and Appointment - Independent directors must maintain independence and cannot be individuals with certain relationships or interests in the company [6][7] - Candidates for independent director positions must meet specific qualifications, including relevant work experience and a clean personal record [7][8] Group 3: Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [10][20] - They have special rights, including the ability to hire external consultants and propose meetings to address significant issues [11][20] Group 4: Operational Support - The company must provide necessary working conditions and support for independent directors to fulfill their duties effectively [20][21] - Independent directors should have equal access to information and resources as other board members [20][21] Group 5: Reporting and Accountability - Independent directors are required to submit annual reports detailing their activities and interactions with shareholders [34][35] - The company must disclose any significant issues raised by independent directors and ensure transparency in their operations [12][22]