Core Points - The document outlines the rules for the board of directors of Shenyang Chemical Co., Ltd, aiming to standardize decision-making processes and enhance operational efficiency [2][3][4] Group 1: General Principles - The board of directors is established as a permanent decision-making body responsible for the company's management and accountable to the shareholders [2] - The rules are formulated based on various laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2] Group 2: Composition of the Board - The board consists of 9 directors, including a chairman and potentially a vice-chairman, with a term of three years [2][3] - At least one-third of the board members must be independent directors, including at least one accounting professional [2][3] Group 3: Responsibilities of the Board - The board has the authority to make significant decisions regarding capital increases, mergers, acquisitions, and other major corporate actions [5][6] - The board is responsible for appointing and dismissing senior management and overseeing their remuneration [5][6] Group 4: Meetings - The board must hold at least two regular meetings each year, one in the first half and one in the second half [9] - Special meetings can be called under specific circumstances, such as shareholder requests or proposals from the audit committee [10][11] Group 5: Decision-Making Process - Decisions require a majority vote from the attending directors, with specific rules for abstentions and conflicts of interest [14][15] - The board must ensure that all proposals are clearly defined and that adequate materials are provided for discussion [14][15] Group 6: Documentation and Record-Keeping - Meeting records must include details such as the date, attendees, agenda, and voting results [31][32] - The board secretary is responsible for maintaining all documentation related to board meetings for a minimum of ten years [36]

Core Points - The article outlines the guidelines for independent directors at Shenyang Chemical Co., Ltd, aiming to enhance corporate governance and protect minority shareholders' interests [1] Chapter Summaries Chapter 1: General Principles - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [2] - The number of independent directors should be at least one-third of the total board members, with a majority in key committees [2] - At least one independent director must have accounting expertise [2] Chapter 2: Independence and Qualifications - Independent directors must meet specific independence criteria and possess relevant knowledge and experience [6] - Certain individuals, such as those with significant shareholdings or familial ties to major shareholders, are prohibited from serving as independent directors [4][5] Chapter 3: Nomination, Election, and Replacement - Independent director candidates can be proposed by the board or shareholders holding over 1% of shares [7] - The election process must ensure that candidates meet independence criteria and disclose any potential conflicts of interest [8] Chapter 4: Responsibilities of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [18] - They have the authority to hire external consultants and propose meetings to address significant issues [19] Chapter 5: Support for Independent Directors - The company must provide necessary resources and support for independent directors to fulfill their duties effectively [34] - Independent directors should have equal access to information and be kept informed about company operations [35] Chapter 6: Miscellaneous - The guidelines will take effect upon approval by the board and will be interpreted by the board [41][44]

Core Points - The article outlines the rules and responsibilities of the Audit Committee of Shenyang Chemical Co., Ltd, emphasizing the importance of internal control and effective supervision of the management team [2][3][4] Group 1: General Provisions - The Audit Committee is established to enhance the decision-making function of the board and ensure effective supervision of the management [2] - The committee is responsible for communication, supervision, and verification of internal and external audits, reporting directly to the board [2][3] - The company must provide necessary resources and support for the Audit Committee to perform its duties effectively [4] Group 2: Composition of the Committee - The Audit Committee consists of five members, including three independent directors, with an accounting professional serving as the chairperson [4] - Members must possess relevant professional knowledge and experience, ensuring they can effectively supervise and evaluate audit work [4][5] - The term of the Audit Committee aligns with that of the board, with independent directors limited to a maximum of six consecutive years [5] Group 3: Responsibilities and Authority - The committee's main responsibilities include evaluating compliance with laws and regulations, overseeing financial reporting, and guiding risk management and internal control systems [6][7] - It is tasked with reviewing financial reports, auditing plans, and ensuring effective communication between internal and external auditors [6][7][8] - The committee has the authority to propose the hiring or dismissal of external auditors and to report significant issues to the board [7][8] Group 4: Meeting Procedures - The Audit Committee must meet at least quarterly, with additional meetings called as necessary [26] - Meetings require the presence of at least two-thirds of the members to be valid [26] - The committee is responsible for maintaining accurate records of meetings and decisions made [34][36] Group 5: Reporting and Accountability - The Audit Committee must report its activities and findings to the board, including any significant issues or risks identified [12][21] - It has the authority to initiate investigations into financial misconduct and to recommend corrective actions [12][21] - The committee can also call for a temporary shareholders' meeting if necessary [23][24]

Core Points - The document outlines the regulations and responsibilities of the board secretary of Shenyang Chemical Co., Ltd, emphasizing the importance of compliance with relevant laws and regulations [1][2][3] Section Summaries Chapter 1: General Principles - The purpose of the guidelines is to promote the standardized operation of the company and enhance the role of the board secretary [1] Chapter 2: Position, Responsibilities, and Qualifications of the Board Secretary - The board secretary is a senior management position responsible for legal obligations and enjoys corresponding rights and remuneration [1] - Key responsibilities include managing information disclosure, coordinating investor relations, organizing board meetings, and ensuring compliance with regulations [2][3] - The board secretary must possess necessary professional knowledge and ethical standards, with specific disqualifications outlined [2] Chapter 3: Authority of the Board Secretary - The board secretary is responsible for preparing board meetings, ensuring compliance with decision-making procedures, and managing information disclosure [4][5] - They must maintain confidentiality of sensitive information and coordinate market promotion activities [5] Chapter 4: Work Procedures of the Board Secretary - Procedures for organizing meetings and publishing information are specified, including the need for prior approval from the chairman [6][7] Chapter 5: Office of the Board Secretary - The board secretary manages the board office, which is responsible for executing tasks assigned by the board secretary [8] Chapter 6: Appointment of the Board Secretary - The board secretary is nominated by the chairman and appointed by the board, with specific requirements for dismissal and interim arrangements during vacancies [7][8] Chapter 7: Legal Responsibilities of the Board Secretary - The board secretary has a duty of loyalty and diligence, with specific grounds for dismissal outlined [9] Chapter 8: Supplementary Provisions - The guidelines take effect upon approval by the board and are subject to interpretation by the board [9]

Core Points - The document outlines the rules for the shareholders' meeting of Shenyang Chemical Co., Ltd, ensuring compliance with relevant laws and regulations [2][3][4] Group 1: General Provisions - The rules are established to ensure the shareholders' meeting can exercise its powers legally according to the Company Law and other relevant regulations [2] - The board of directors is responsible for organizing the shareholders' meeting in a timely manner and must not obstruct its lawful functions [2][3] - The shareholders' meeting is the power institution of the company, which includes annual and temporary meetings [2][4] Group 2: Powers of the Shareholders' Meeting - The shareholders' meeting has the authority to decide on major company matters, including operational policies, financial budgets, and profit distribution [4][5] - Certain transactions, such as guarantees and financial assistance exceeding specified thresholds, must be submitted for approval by the shareholders' meeting [5][6] - The meeting can authorize the board to make decisions on issuing corporate bonds [4][5] Group 3: Convening the Shareholders' Meeting - The board must convene the shareholders' meeting within specified timeframes, and independent directors can propose temporary meetings [7][8] - Shareholders holding more than 10% of shares can request a temporary meeting, and the board must respond within 10 days [9][10] Group 4: Proposals and Notifications - Proposals must fall within the powers of the shareholders' meeting and be clearly defined [11][12] - Shareholders holding at least 1% of shares can submit temporary proposals, which must be announced prior to the meeting [11][12] Group 5: Conducting the Shareholders' Meeting - The meeting must be held at the company's registered location and can utilize modern technology for remote participation [13][14] - All shareholders or their proxies have the right to attend and vote, with specific identification requirements [14][15] Group 6: Voting and Resolutions - Resolutions can be ordinary or special, with different voting thresholds required for each type [18][19] - The voting process must be transparent, and results should be announced immediately after voting [22][23] Group 7: Miscellaneous Provisions - The rules are to be published in accordance with regulatory requirements, and any amendments must be approved by the shareholders' meeting [26][27] - The rules take effect upon approval by the shareholders' meeting and are subject to interpretation by the board [26][27]

Core Points - The company aims to become a world-class comprehensive solution provider in the chlor-alkali chemical new materials industry, focusing on sustainable development and innovation [4][5] - The registered capital of the company is RMB 819,514,395 [3][21] - The company operates under a governance structure that emphasizes the importance of party leadership and compliance with relevant laws [2][4] Company Structure - The company is established as a joint-stock limited company in accordance with the Company Law of the People's Republic of China [2][3] - The company has a legal representative, either the chairman or the general manager, who is responsible for civil activities conducted in the company's name [3][4] - The company has a board of directors and senior management, which includes the general manager, deputy general managers, financial supervisor, and board secretary [4][5] Business Scope - The company’s business scope includes the production and storage of hazardous chemicals, manufacturing of chemical products, and various technical services [4][5] - The company is committed to upgrading from a single product focus to a comprehensive solution provider, emphasizing digitalization and intelligent operations [4][5] Share Structure - The company has issued a total of 819,514,395 shares, all of which are ordinary shares [21] - The company’s shares are subject to regulations regarding transfer and ownership, ensuring equal rights among shareholders [21][30] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, participate in shareholder meetings, and access company documents [12][34] - Shareholders are obligated to comply with laws and the company’s articles of association, and they cannot withdraw their capital except as legally permitted [41][42] Governance and Decision-Making - The company’s governance structure includes provisions for shareholder meetings, decision-making processes, and the responsibilities of the board of directors [19][22] - Major decisions, such as capital increases or significant asset transactions, require approval from the shareholders [19][33] Compliance and Legal Framework - The company adheres to the Company Law, Securities Law, and other relevant regulations to ensure lawful operations [2][4] - The articles of association serve as a binding document for the company, shareholders, and management, outlining rights and obligations [11][12]

General Principles - The company establishes a Compensation and Assessment Committee to improve the management system for the assessment and compensation of directors and senior management, in accordance with relevant laws and regulations [1][2] - The committee is responsible for formulating assessment standards and procedures for directors and senior management, as well as reviewing their compensation plans [1][3] Composition of the Committee - The committee consists entirely of external directors, with independent directors making up more than half and serving as the convener [2][3] - The committee members are nominated by the chairman or a majority of independent directors and elected by the board [2] Responsibilities and Authority - The committee is tasked with developing assessment standards, reviewing compensation mechanisms, and making recommendations on various matters including compensation and incentive plans [3][4] - The board has the authority to reject any compensation plans that may harm shareholder interests [3] Decision-Making Procedures - The committee's working group prepares necessary materials for decision-making, including financial indicators and performance evaluations [5][6] - The assessment process involves self-evaluations by directors and senior management, followed by performance evaluations conducted by the committee [5][6] Meeting Rules - Meetings must be announced three days in advance, and a quorum requires attendance from at least two-thirds of the members [8][9] - Decisions are made by a majority vote, and various voting methods are allowed [8][9] Confidentiality and Record-Keeping - Members are obligated to maintain confidentiality regarding meeting discussions and decisions [9] - Meeting records must be kept for at least ten years, with signatures from attending members [9][10] Implementation and Amendments - The rules take effect upon approval by the board and are subject to amendments in accordance with national laws and regulations [10]

Group 1 - The company establishes a Strategic Committee under the Board of Directors to enhance core competitiveness and improve decision-making processes for major investments [2][3] - The Strategic Committee consists entirely of directors, with a majority being external directors who are not company employees [3][4] - The committee's main responsibilities include researching long-term development strategies and making recommendations for significant investment decisions [3][5] Group 2 - The Board Office is responsible for coordinating the daily operations of the Strategic Committee, including meeting organization and decision implementation [3][5] - Meetings of the Strategic Committee require at least two-thirds of the members to be present, and decisions must be approved by a majority [5][6] - The committee can invite other directors and senior management to attend meetings and may hire external advisors for professional opinions when necessary [6][7] Group 3 - The rules governing the committee's meetings, voting methods, and the documentation of decisions must comply with relevant laws, regulations, and the company's articles of association [6][7] - The rules will take effect upon approval by the Board of Directors and will be revised if they conflict with future laws or regulations [8][8]

《深圳证券交易所上市公司股东会网络投票实施细则》等有关法律法规，以及 《公司章程》 等有关公司制度的规定，并结合公司实际情况，制定本实施细则。 第一条 为进一步完善沈阳化工股份有限公司（以下简称"公司 "）法 人治理结构和股东会的表决机制、维护中小股东利益，规范公司董事的选举行为，根 据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司治理准则》 《上市公司章程指引》 《上市公司股东会规则》 《深圳证券交易所股票上市规则》 沈阳化工股份有限公司 累积投票制实施细则 第一章 总则 第二条 本实施细则所称累积投票制是指股东会选举两名以上董事（含 独立董事）时，股东所持每一股份拥有与应选出董事人数相等的投票表决权， 股东拥有的投票表决权总数等于其所持有的股份与应选董事人数的乘积。股 东可以按意愿将其拥有的全部投票表决权集中投向某一位或几位董事候选 人，也可以将其拥有的全部投票表决权进行分配，分别投向各位董事候选人 的一种投票制度。 第三条 公司单一股东及其一致行动人拥有权益的股份比例在 30%以上 时，股东会在选举两名或两名以上董事时应当推行累积投票制。 董事会应当在召开股东会通知中，表明该次董事选举采用累 ...

沈阳化工股份有限公司 董事会提名委员会议事规则 第一章 总则 第一章 为规范沈阳化工股份有限公司（以下简称"公司"）高级管理人员的 产生，优化董事会组成，完善公司治理结构，根据《中华人民共和国公司法》 《上 市公司治理准则》 《公司章程》及其他有关规定，公司特设立董事会提名委员会， 并制定本议事规则。 第二章 提名委员会是董事会下设的专门委员会，主要负责对公司董事和高 级管理人员的选择标准和程序提出建议。 第二章 人员组成 第三章 职责权限 第八章 提名委员会的主要职责权限： 第三章 提名委员会全部由董事组成，其中外部董事应占多数，独立董事应 过半数并担任召集人。 外部董事是指由非公司员工的外部人员担任的董事，不在公司担任除董事和 董事会专门委员会有关职务以外的其他职务，不负责执行层的事务。 第四章 提名委员会委员由董事长、二分之一以上独立董事或者三分之一以 上的全体董事提名，并由董事会选举产生。 第五章 提名委员会设主任委员（召集人）一名，由独立董事委员担任，负 责主持委员会工作；主任委员在委员内选举，并报请董事会批准。 第六章 提名委员会委员任期与董事会一致，委员任期届满，连选可以连任。 期间如有委员不再 ...