Core Viewpoint - The legal opinion issued by Shanghai Bingwen Law Firm confirms that the 2025 first extraordinary general meeting of shareholders of Suzhou Jin Tanglang Architectural Decoration Co., Ltd. was convened and conducted in compliance with relevant laws, regulations, and the company's articles of association [2][10]. Group 1: Meeting Procedures - The meeting was convened with a notice published 15 days prior, detailing the agenda, convenor, and voting procedures [3][4]. - The meeting was chaired by the company's chairman via video communication, and the meeting records were prepared and signed by the attendees [3][5]. Group 2: Attendance and Voting - A total of 3 shareholders attended the meeting in person, representing 1,306,175,312 shares, which is a significant portion of the company's total shares [5]. - An additional 341 shareholders participated through the internet voting system, representing 76,237,569 shares, accounting for 2.8711% of the total shares [5][6]. Group 3: Proposals and Voting Results - The proposals included the cancellation of the supervisory board, amendments to internal governance rules, and the election of the eighth board of directors [7][8]. - Proposal 1 received 1,353,192,824 votes in favor, representing 97.8863% of the valid votes [8]. - Proposal 2, which included multiple amendments, also received overwhelming support, with the highest approval rate being 99.7413% for the remuneration management system [8][9]. Group 4: Conclusion - The legal opinion concludes that all procedures, attendance qualifications, and voting results of the meeting were valid and in accordance with legal requirements [10].

Core Viewpoint - Suzhou Gold Mantis Construction Decoration Co., Ltd. held its first extraordinary general meeting of shareholders in 2025, resulting in the election of a new board of directors and the appointment of senior management personnel [1][2]. Group 1: Board of Directors - The eighth board of directors consists of 6 members, including 3 independent directors and 1 employee representative director [1]. - Non-independent directors include Mr. Zhang Xinhong (Chairman), Mr. Zhu Ming, and Mr. Zhai Heng; independent directors are Ms. Zhu Xuezheng, Mr. Yin Xin, and Mr. Yang Jun; the employee representative director is Ms. Zhang Siying [1]. - The term of the eighth board of directors is three years from the date of approval by the shareholders' meeting [1]. Group 2: Specialized Committees - The eighth board has established several specialized committees: Audit Committee, Nomination Committee, Compensation and Assessment Committee, Strategy Committee, and Risk Control and Compliance Committee [1]. - The Audit Committee is chaired by Ms. Zhu Xuezheng, who is a professional accountant, and includes Mr. Yang Jun and Mr. Zhang Xinhong [2]. - The Nomination Committee is chaired by Mr. Yang Jun, with members Mr. Yin Xin and Mr. Zhu Ming; the Compensation and Assessment Committee is chaired by Mr. Yin Xin, with members Mr. Yang Jun and Ms. Zhang Siying [2]. Group 3: Senior Management Appointments - Mr. Zhai Heng is appointed as the General Manager, Mr. Wang Zhenlong as the Deputy General Manager and Chief Financial Officer, and Ms. Zhu Wenwen as the Deputy General Manager and Board Secretary [2]. - Ms. Qian Ping is appointed as the Internal Audit Head, and Mr. Wang Yang as the Securities Affairs Representative [2]. - The term for the appointed senior management personnel is until the expiration of the eighth board's term [2].

Group 1 - The company is officially registered as Suzhou Gold Mantis Construction & Decoration Co., Ltd. and operates under the laws of the People's Republic of China [2][3] - The company was established through the transformation of Suzhou Gold Mantis Decoration Co., Ltd. and is approved by the Ministry of Commerce of the People's Republic of China [2] - The company was listed on the Shenzhen Stock Exchange on November 20, 2006, with an initial public offering of 24 million shares [3] Group 2 - The registered capital of the company is RMB 2,655,323,689 [3] - The company is a permanent stock company, meaning it will continue to exist indefinitely [3] - The chairman of the board serves as the legal representative of the company [3][4] Group 3 - The company's business purpose is to enhance economic cooperation and technical exchanges, utilizing advanced technology and scientific management methods to expand both domestic and international decoration markets [5] - The company engages in a wide range of construction and decoration services, including project contracting, design, and installation of various engineering projects [5] Group 4 - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice [7] - The total number of shares issued by the company is 2,655,323,689, all of which are ordinary shares [7][8] - The major shareholders include Suzhou Gold Mantis Enterprise (Group) Co., Ltd. and Golden Feather Corporation, holding 652,805,330 shares and 635,042,264 shares respectively [7] Group 5 - The company has established a comprehensive financial accounting system, including internal audits and the appointment of accounting firms [4] - The company is required to disclose information in accordance with laws and regulations, ensuring transparency in its operations [4][5]

Core Viewpoint - The company has established a compensation management system for its directors and senior management to enhance motivation and ensure sustainable development, in compliance with relevant laws and regulations [2][10]. Group 1: General Principles - The compensation management system aims to regulate the compensation of directors and senior management, promoting their work enthusiasm and the company's healthy development [2]. - The system applies to directors and senior management as defined in the company's articles of association [2]. Group 2: Management Structure - The Board of Directors' Compensation and Assessment Committee is responsible for proposing compensation standards and plans for directors and senior management, as well as conducting annual assessments [3]. - The shareholders' meeting is responsible for reviewing the compensation standards for directors, while the Board of Directors reviews those for senior management [3]. Group 3: Compensation Standards - Non-independent directors do not receive allowances for their director roles but are compensated based on other positions held within the company [3]. - Independent directors receive fixed allowances, which are approved by the shareholders' meeting and paid monthly [3]. - Senior management's compensation is determined based on their specific roles and includes both basic and incentive pay [3][4]. Group 4: Compensation Distribution - Compensation and allowances for directors and senior management are distributed according to internal compensation policies [5]. - All compensation is pre-tax, with personal income tax deducted before payment [5]. - Compensation for departing directors and senior management is calculated based on their actual tenure and performance [5]. Group 5: Compensation Adjustment - The compensation system should align with the company's business strategy and be adjusted according to changes in business conditions [7]. - Adjustments to compensation standards can occur in response to significant changes in the operating environment, influenced by internal and external factors [8]. Group 6: Miscellaneous Provisions - Any matters not covered by the system will follow national laws and regulations, and the system will be amended accordingly [10]. - The interpretation rights of the system belong to the Board of Directors [10]. - The system becomes effective upon approval by the shareholders' meeting [10].

General Principles - The independent director system aims to enhance the corporate governance structure of Suzhou Jin Tanglang Architectural Decoration Co., Ltd., protect the rights of minority shareholders, and promote standardized operations [2][3] - Independent directors are defined as those who do not hold any other positions in the company and have no direct or indirect interests that could affect their independent judgment [2] Responsibilities and Duties - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their roles in accordance with laws, regulations, and the company's articles of association [3] - The company must provide necessary support for independent directors to fulfill their duties [3] Qualifications and Appointment - Independent directors must maintain independence and cannot be individuals with certain relationships or interests in the company [6] - The board of directors must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [3][6] Term and Dismissal - Independent directors serve a term that coincides with other directors, with a maximum continuous term of six years [13] - The company must disclose reasons for the early termination of an independent director's position [7] Rights and Powers - Independent directors have the right to independently hire intermediaries for audits or consultations and propose meetings of the board or shareholders [18] - They must attend board meetings in person and can delegate another independent director to attend if unable to do so [20] Communication and Reporting - Independent directors are required to submit an annual report detailing their activities, including attendance at meetings and communication with minority shareholders [28] - The company must establish a communication mechanism between independent directors and minority shareholders [27] Support and Resources - The company must provide necessary working conditions and support for independent directors, ensuring they have access to relevant information and resources [30][31] - Independent directors are entitled to a reasonable allowance commensurate with their responsibilities, which must be approved by the board and disclosed in the annual report [36]

Core Viewpoint - The document outlines the fundraising management measures of Suzhou Jin Tanglang Architectural Decoration Co., Ltd, aiming to regulate the management and utilization of raised funds, enhance efficiency, and protect investor interests [2][3]. Fundraising Management Overview - The company establishes these measures based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China, as well as the Shenzhen Stock Exchange listing rules [2]. - The term "raised funds" refers to funds obtained through stock issuance or other equity-like securities for specific purposes, excluding funds raised for equity incentive plans [2]. Fundraising Project Implementation - Fundraising projects must be implemented by the company's subsidiaries or controlled enterprises, which are required to comply with these measures [2]. - Upon receipt of raised funds, the company must promptly conduct verification procedures by a qualified accounting firm [2]. Fund Usage and Disclosure - The company must use raised funds prudently, ensuring alignment with the commitments made in the issuance application documents, and must not change the intended use without proper disclosure [3][6]. - The board of directors is responsible for establishing a sound fundraising management system, which includes regulations on fund storage, management, usage, and supervision [3][6]. Fund Storage and Supervision - The company must select commercial banks carefully and open special accounts for raised funds, ensuring that these accounts are used solely for the intended purpose [4][8]. - A tripartite supervision agreement must be signed with the underwriter or independent financial advisor and the bank within one month of the funds being received [4][5]. Fund Usage Regulations - Raised funds should primarily be used for the company's main business and must not be used for high-risk investments or financial assistance to others [6][12]. - Any changes in the use of raised funds or the use of surplus funds must be approved by the board of directors and disclosed to shareholders [9][12]. Reporting and Accountability - The company must maintain detailed records of fund usage and undergo regular internal audits to ensure compliance with the established management measures [16][17]. - Any significant discrepancies between actual fund usage and the disclosed investment plans must be reported and justified [17][18]. Conclusion - The measures aim to ensure the effective management and utilization of raised funds, safeguarding investor interests and maintaining regulatory compliance [2][3].

Core Points - The implementation rules for the cumulative voting system aim to enhance the corporate governance structure of Suzhou Jin Tanglang Architectural Decoration Co., Ltd and ensure shareholders can fully exercise their rights [1] - The cumulative voting system allows shareholders to allocate their voting rights either to a single candidate or distribute them among multiple candidates when electing more than one director [2][3] - The rules specify that the total voting rights for each shareholder during the election equal the number of shares held multiplied by the number of directors to be elected [2][3] Summary by Sections - **Cumulative Voting Definition**: The cumulative voting system allows shareholders to concentrate their votes on one candidate or distribute them among several candidates when electing multiple directors [1][2] - **Voting Rights Allocation**: Each shareholder's voting rights are calculated based on their shares and the number of directors to be elected, with specific rules on how votes can be allocated [2][3] - **Election Process**: The election results are determined by counting votes, with candidates requiring a majority of the total voting rights to be elected. In case of ties, a second round of voting may be necessary [3][4] - **Regulatory Compliance**: Any matters not covered by these rules will follow national laws and the company's articles of association, with the company board holding the authority to interpret these rules [4][5]

Core Points - The document outlines the rules governing the board of directors of Suzhou Jin Tanglang Architectural Decoration Co., Ltd, aimed at enhancing decision-making efficiency and compliance with relevant laws and regulations [1][2][3] Group 1: General Provisions - The board of directors is the decision-making body of the company, responsible to the shareholders' meeting and executing its resolutions [1][2] - The board consists of 7 directors, including 3 independent directors and 1 employee representative [1][2] Group 2: Board Composition and Responsibilities - Directors are elected for a term of three years, with the possibility of re-election [1][2] - The board has various responsibilities, including convening shareholders' meetings, executing resolutions, and deciding on operational plans and investment proposals [6][7] Group 3: Board Meetings - The board must hold at least two regular meetings annually, with proper notice given to all directors [14][15] - A temporary meeting can be called upon request from shareholders or directors, with specific notice requirements [16][17] Group 4: Voting and Decision-Making - Board meetings require a majority of directors to be present for decisions to be valid, and resolutions must be passed by a majority vote [19][20] - Directors must disclose any conflicts of interest and cannot vote on matters where they have a personal stake [10][11] Group 5: Committees - The board establishes specialized committees, including an audit committee and a strategic committee, to assist in governance [10][11] - Each committee's proposals must be submitted to the board for approval [10][11] Group 6: Documentation and Accountability - Meeting minutes must be recorded and signed by attendees, and directors are responsible for the resolutions passed [30][31] - The board secretary is responsible for managing documentation and ensuring compliance with disclosure requirements [5][12]

苏州金螳螂建筑装饰股份有限公司 募集资金管理办法 苏州金螳螂建筑装饰股份有限公司 募集资金管理办法 第一章 总则 第一条 苏州金螳螂建筑装饰股份有限公司（以下简称"公司"）为规范募 集资金的管理和运用，提高募集资金使用效率，最大限度保障投资者利益，根据 《中华人民共和国公司法》、《中华人民共和国证券法》、《深圳证券交易所股票上 市规则》、《深圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范 运作》、《上市公司募集资金监管规则》及《苏州金螳螂建筑装饰股份有限公司章 程》（以下简称"《公司章程》"）等相关规定，结合公司实际情况，制定本办法。 第二条 本办法所称募集资金是指公司通过发行股票或者其他具有股权性 质的证券，向投资者募集并用于特定用途的资金，不包括公司为实施股权激励计 划募集的资金。 本办法所称超募资金，是指实际募集资金净额超过计划募集资金金额的部分。 第三条 公司募集资金投资项目（以下简称"募投项目"）通过公司的子公 司或公司控制的其他企业实施的，实施募投项目的子公司或其他企业应遵守本办 法。 第四条 募集资金到位后，公司应及时办理验资手续，由具有证券从业资格 的会计师事务所审验并出具验资 ...

苏州金螳螂建筑装饰股份有限公司 董事、高级管理人员薪酬管理制度 苏州金螳螂建筑装饰股份有限公司 第三章 薪酬标准 董事、高级管理人员薪酬管理制度 第一章 总则 第一条 苏州金螳螂建筑装饰股份有限公司（以下简称"公司"）为规范董 事、高级管理人员的薪酬管理，建立健全经营者的激励约束机制，有效地调动董 事、高级管理人员的工作积极性，促进公司健康、持续、稳定发展，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》等相关法律、 行政法规、部门规章及公司章程的规定，结合公司实际情况，制订本制度。 第二条 本制度适用于公司章程规定的董事、高级管理人员。 第二章 管理机构 第三条 公司董事会薪酬与考核委员会在董事会的授权下负责拟定董事、高 级管理人员的薪酬标准和方案；负责审查董事、高级管理人员履行职责情况并对 其进行年度考核；负责对公司薪酬制度的执行情况进行监督。 第四条 公司股东会负责审议董事的薪酬标准和方案；公司董事会负责审议 公司高级管理人员的薪酬标准和方案。 第五条 公司人力资源部门、财务部门、证券部门等相关部门配合董事会薪 酬与考核委员会进行公司董事、高级管理人员薪酬方案的具体实施。 第六 ...