证券代码：002084 证券简称：海鸥住工 公告编号：2025-041 广州海鸥住宅工业股份有限公司 关于回购公司股份的进展公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 广州海鸥住宅工业股份有限公司(以下简称"公司"、"本公司"、"海鸥住工") 于 2025 年 2 月 13 日召开第八届董事会第二次临时会议审议通过了《关于回购公 司股份的方案》，同意公司拟以不低于人民币 2,000 万元（含）且不超过人民币 4,000 万元（含）的自有资金及股票回购专项贷款，以不超过 4.34 元/股的价格 回购公司已发行的人民币普通股（A 股）股票，本次回购实施期限为自公司董事 会审议通过回购股份方案之日起十二个月内。相关内容详见 2025 年 2 月 18 日 《证券时报》、《上海证券报》及巨潮资讯网上刊载的《海鸥住工关于回购公司股 份的方案暨取得股票回购专项贷款承诺函的公告》（公告编号：2025-005）和 2025 年 2 月 25 日《证券时报》、《上海证券报》及巨潮资讯网上刊载的《海鸥住工回 购报告书》（公告编号：2025-007）。 一、回购公司股份的 ...

Core Points - The implementation rules for cumulative voting at Guangzhou Seagull Residential Industrial Co., Ltd. aim to enhance corporate governance and protect minority shareholders' interests [1] - Cumulative voting allows shareholders to allocate their votes either to a single candidate or distribute them among multiple candidates during board elections [1][2] - The rules specify that cumulative voting is mandatory when a single shareholder or their concerted parties hold more than 30% of the shares or when electing two or more independent directors [1][2] Summary by Sections - **Cumulative Voting Definition**: Cumulative voting allows shareholders to have a number of votes equal to the number of directors to be elected, which can be concentrated on one candidate or spread across several [1] - **Voting Process**: Separate voting for independent and non-independent directors is required, with specific calculations for the number of votes based on the shares held [2] - **Voting Rights and Procedures**: Shareholders with multiple accounts can vote through any account, and the voting rights must not exceed the actual shares held [2][3] - **Vote Counting and Results**: After voting, the results are counted and announced, with candidates ranked by the number of votes received, requiring a majority to be elected [3] - **Regulatory Compliance**: Any matters not covered by these rules will follow national laws and regulations, and the rules will be effective upon board approval [3]

General Principles - The document outlines the management system for the shares held by the board members and senior management of Guangzhou Seagull Housing Industrial Co., Ltd, aiming to strengthen the management of shareholding and trading activities [1][2]. - The system is applicable to all shares held by the company's directors and senior management, including those held in others' accounts and through margin trading [1][2]. Share Trading Management - Directors and senior management must notify the board secretary in writing before trading shares, who will verify compliance with relevant laws and regulations [2]. - There are restrictions on share transfers during specific periods, such as within one year of the company's stock listing and within six months after leaving the company [2][3]. - A prohibition on trading exists during certain windows, including 15 days before the annual and semi-annual reports and 5 days before quarterly reports [3][4]. Short-term Trading Restrictions - Directors and senior management are prohibited from short-term trading, defined as selling shares within six months of purchase or buying shares within six months of selling [4][5]. Reporting Requirements - Any changes in shareholding must be reported within two trading days, including details such as the number of shares held before and after the change [5][6]. Transfer Limits - During their term and for six months after, directors and senior management can only transfer up to 25% of their shares each year, with specific exceptions for legal circumstances [6][7]. Shareholding Increase Regulations - Directors and senior management must disclose any plans for increasing their shareholdings and report on the progress of such plans [7][8]. Accountability Measures - The company is responsible for monitoring compliance with shareholding and trading regulations, with the board secretary overseeing the reporting and disclosure of shareholding changes [9][10]. - Violations of these regulations may result in penalties from regulatory authorities and internal disciplinary actions [10][11].

General Principles - The establishment of the Audit Committee aims to enhance the decision-making function of the Board of Directors, ensuring effective supervision of management and improving corporate governance structure [2][4] - The Audit Committee is a specialized working body set up by the Board of Directors, responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [2][5] Composition of the Committee - The Audit Committee consists of four directors who are not senior management, with a majority being independent directors, including at least one accounting professional [4] - The committee members are nominated by the Chairman or a majority of independent directors and elected by the Board [4][5] - The term of the Audit Committee aligns with that of the Board, and members can be re-elected [4][5] Responsibilities and Authority - The main responsibilities include reviewing financial information, supervising internal controls, and exercising the powers of the supervisory board as stipulated by law [5][9] - Certain matters require the approval of a majority of the committee before being submitted to the Board, including financial report disclosures and hiring or firing external auditors [5][9] - The committee is responsible for reporting on the progress and quality of internal audits and any significant issues discovered [11][12] Meetings and Procedures - The Audit Committee must hold at least one regular meeting each quarter, with additional meetings called as necessary [15] - Meetings require the presence of at least two-thirds of the committee members to be valid, and decisions must be approved by a majority [23] - Meeting records must be kept for at least ten years, and all members have confidentiality obligations regarding the discussed matters [27][29] Internal and External Audit Coordination - The committee supervises and evaluates both internal and external audit work, ensuring effective coordination between them [7][10] - It has the authority to propose the hiring or replacement of external auditors and to evaluate their performance annually [10][14] Reporting and Accountability - The Audit Committee must provide written evaluations of the effectiveness of internal controls to the Board and report any significant issues or irregularities [9][14] - In cases of major internal control deficiencies or financial misconduct, the committee is responsible for overseeing corrective actions and internal accountability measures [11][14] Implementation and Amendments - The implementation rules of the Audit Committee take effect upon approval by the Board and are subject to interpretation and revision by the Board [18]

General Principles - The purpose of the remuneration and assessment management system is to enhance the satisfaction and loyalty of key personnel, improve the company's competitiveness and sustainability, and establish a fair, reasonable, and competitive remuneration system to support long-term development goals [1][2] - This system applies to the company's directors and senior management [1] Management Structure - The Board of Directors' Remuneration and Assessment Committee is responsible for formulating assessment standards, reviewing remuneration policies, and making recommendations to the Board on matters such as remuneration for directors and senior management, stock incentive plans, and other relevant issues [2] - If the Board does not fully adopt the committee's recommendations, it must document the committee's opinions and reasons for non-adoption in the board resolution [2] - The Board must report to the shareholders on the performance evaluation results and remuneration of directors [2] Remuneration Composition - Independent directors receive a fixed allowance annually, while non-independent directors who also serve as senior management do not receive director remuneration but are compensated based on market principles [4][5] - Senior management remuneration consists of a basic annual salary and performance-based pay, with the performance component linked to the company's annual performance and individual achievements [4][5] Remuneration Adjustment - The company will optimize the remuneration structure based on operational performance, market and industry salary changes, and strategic development, allowing for periodic adjustments to remuneration standards [6][7] - The Board may approve temporary special rewards or penalties for specific matters as supplementary remuneration for directors and senior management [7] Supplementary Provisions - Any matters not covered by this system will be executed according to relevant national laws, regulations, and the company's articles of association [9] - This system will take effect upon approval by the shareholders' meeting [9] - The Board of Directors is responsible for interpreting and amending this system [9]

General Principles - The purpose of the management measures for related party transactions is to ensure that contracts with related parties are fair, just, and open, in accordance with relevant laws and regulations [1][2] - Related parties include both legal entities and natural persons, with specific criteria outlined for identification [2][3] Basic Principles of Related Party Transactions - Related party transactions must adhere to principles of honesty, fairness, and transparency, with related directors and shareholders required to abstain from voting [3][4] - The company should assess whether related party transactions are beneficial based on objective standards and may hire professional evaluators if necessary [3][4] Pricing Principles - The pricing of related party transactions should follow market price principles, with alternative pricing methods specified if market prices are unavailable [4][5] - The company must obtain valid evidence to support the determined transaction prices [5][6] Decision-Making Authority - Transactions with related parties exceeding certain thresholds require approval from the general manager or independent directors, depending on the transaction amount [5][6] - Transactions exceeding 30,000 yuan with natural persons or 3 million yuan with legal entities must be disclosed and approved by the board [5][6] Disclosure Requirements - Transactions exceeding 30 million yuan and 5% of the company's audited net assets must be disclosed and submitted for shareholder approval [5][6] - The company must disclose related party transactions in annual and semi-annual reports, summarizing the actual performance of these transactions [9][10] Avoidance Measures - Related parties must take necessary avoidance measures during the approval process, including abstaining from voting on related transactions [10][11] - The board meeting for related party transactions requires a majority of non-related directors to be present for valid decision-making [11][12] Information Disclosure - The company must provide relevant supporting documents to the Shenzhen Stock Exchange when disclosing related party transactions [12][13] - Certain transactions may be exempt from disclosure requirements but must still comply with major transaction regulations [12][13]

General Principles - The rules are established to protect the legal rights of the company and its shareholders, ensuring the proper exercise of shareholder meeting powers in accordance with relevant laws and regulations [1][27] - The company must strictly follow legal and regulatory requirements when convening shareholder meetings [1][3] Nature and Powers of the Shareholder Meeting - The shareholder meeting is the highest authority of the company [3] - The meeting has the authority to elect and replace directors, approve remuneration, and make decisions on significant corporate actions such as mergers, asset sales exceeding 30% of total assets, and amendments to the articles of association [4][22] Convening of Shareholder Meetings - Shareholder meetings are categorized into annual and temporary meetings, with specific timelines for their convening [3][5] - The board of directors is responsible for timely convening of meetings and must report to regulatory authorities if unable to do so [6][8] Proposals and Notifications - Proposals for the shareholder meeting must fall within its authority and be clearly defined [14] - Shareholders holding more than 1% of shares can submit proposals 10 days before the meeting [9] Conducting the Meeting - The meeting must be held at the company's registered location and can utilize online methods for shareholder participation [12][13] - Shareholders can attend in person or through proxies, and each share carries one vote [12][13] Voting Procedures - Voting can be conducted through various methods, and the results must be announced immediately [19][21] - Ordinary resolutions require a majority, while special resolutions require two-thirds approval from attending shareholders [53][55] Record Keeping and Execution - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for at least 10 years [23][24] - The board of directors is responsible for executing the resolutions passed during the shareholder meeting [25]

Core Viewpoint - The document outlines the external investment management system of Guangzhou Seagull Housing Industrial Co., Ltd, aiming to standardize investment behavior, reduce risks, and enhance returns while protecting the rights of the company, shareholders, and creditors [1]. Chapter Summaries Chapter 1: General Principles - The external investment refers to various forms of investment activities aimed at obtaining future returns, including acquisitions, equity investments, and financial management [1]. - Investment activities must comply with national laws, align with the company's development strategy, focus on economic benefits, and protect the rights of stakeholders [1]. Chapter 2: Investment Authority and Approval Procedures - The company's shareholders' meeting and board of directors are the decision-making bodies for investments, each exercising authority within their respective limits [2]. - Certain investment matters require board approval if they meet specific thresholds, such as asset totals exceeding 10% of the latest audited total assets or net assets exceeding 1 million [2][3]. - Transactions involving assets totaling over 50% of the latest audited total assets or net assets require shareholder meeting approval [3][4]. Chapter 3: Organizational Management of External Investments - The investment department is responsible for managing external investments, including planning, supervising, and analyzing the performance of new investment projects [6][7]. - The finance department assists in evaluating investment effectiveness and managing funding [7]. Chapter 4: Personnel Management for External Investments - The company must appoint directors and management personnel to influence the operational decisions of newly established or controlled companies [9][10]. Chapter 5: Accountability - Directors and senior management must exercise caution in investment activities and are held accountable for any violations or improper investments [10][11]. - Departments or individuals failing to fulfill their responsibilities may face penalties or compensation obligations [11]. Chapter 6: Supplementary Provisions - The system will be executed in accordance with relevant laws and regulations, and it will take effect upon approval by the shareholders' meeting [11].

Core Points - The document outlines the responsibilities, qualifications, and operational procedures for the General Manager of Guangzhou Seagull Residential Industrial Co., Ltd. [1][2][3] Group 1: General Provisions - The General Manager is responsible for the daily management of the company under the leadership of the Board of Directors, ensuring the implementation of board resolutions and managing production and operations [1][2] - The General Manager must adhere to laws, regulations, and the company's articles of association, fulfilling obligations of integrity and diligence [1] Group 2: Appointment and Dismissal - The General Manager must meet specific qualifications, including good personal qualities, management experience, and the ability to motivate employees [2] - Certain disqualifications for the General Manager include criminal convictions related to corruption or financial misconduct, and being listed as a dishonest debtor [2] Group 3: Powers of the General Manager - The General Manager has comprehensive authority over daily operations, including implementing board decisions, managing annual plans, and proposing internal management structures [4][5] - The General Manager can approve transactions under specific financial thresholds without board approval, such as transactions not exceeding 10% of audited net profit or absolute amounts of 1 million [5][6] Group 4: Responsibilities and Reporting - The General Manager and other executives have obligations to act diligently, treat all shareholders fairly, and ensure the accuracy of company disclosures [9][10] - The General Manager must report significant changes in the business environment or expected performance variations to the Board of Directors [11] Group 5: Incentives and Constraints - The General Manager's performance is evaluated by the Board, with compensation linked to performance metrics [12][13] - Failure to meet operational targets may result in penalties, while successful management may lead to rewards [12]

广州海鸥住宅工业股份有限公司 市值管理制度 （2025 年 6 月 25 日，经第八届董事会第三次临时会议审议通过） 第一章 总则 第一条 为加强上市公司市值管理的工作，进一步规范广州海鸥住宅工业股份有限公 司（以下简称"公司"、"本公司"）市值管理，切实提升公司投资价值，增强投资者回报， 维护公司、投资者和其他利益相关方的合法权益，根据《中华人民共和国公司法》、《中华 人民共和国证券法》、《上市公司监管指引第 10 号——市值管理》、《上市公司信息披露 管理办法》及《公司章程》等有关规定，结合公司实际情况，特制定本制度。 第二条 本制度所称市值管理，是指上市公司以提高公司质量为基础，为提升公司投资 价值和股东回报能力而实施的战略管理行为。 公司牢固树立回报股东意识，采取措施保护投资者尤其是中小投资者利益，诚信经营、 规范运作，稳健发展，积极推进公司发展质量与股东回报双提升，并在此基础上做好投资者 关系管理，增强信息披露质量和透明度，必要时积极采取措施提振投资者信心，推动公司股 票价值合理反映公司内在价值。 公司质量是公司投资价值的基础和市值管理的重要抓手。公司应当立足提升公司质量， 依法依规运用各类方式提升 ...