Core Viewpoint - The document outlines the management system for related party transactions of Fujian Shengnong Development Co., Ltd, emphasizing the need for legality, necessity, and fairness in such transactions to protect the interests of the company and its shareholders, particularly those without related party relationships [1][2]. Group 1: General Principles - Related party transactions must ensure legality, necessity, and fairness while maintaining the company's independence and avoiding profit manipulation or financial indicator adjustments [2]. - The principles governing related party transactions include equality, voluntariness, good faith, openness, fairness, objectivity, and substance over form [2]. Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have a controlling relationship with the company [4]. - Specific criteria for identifying related legal entities include direct or indirect control over the company, ownership of more than 5% of shares, and other relationships that may lead to preferential treatment [5]. - Related natural persons include shareholders holding more than 5% of shares, company directors, and their close family members [3][4]. Group 3: Related Party Transactions and Pricing - Related party transactions encompass various activities such as asset purchases, sales of products, provision of services, and financial assistance [6]. - Pricing for related party transactions should be fair and based on market conditions, with specific guidelines for determining prices based on government pricing, market prices, or reasonable costs plus profit [7][8]. Group 4: Decision-Making Authority - Transactions with amounts not exceeding RMB 300,000 with related natural persons or RMB 3 million with related legal entities can be approved by the general manager [9]. - Transactions exceeding these thresholds require board approval and timely disclosure, with specific thresholds for further scrutiny and shareholder approval [10][11]. Group 5: Disclosure Requirements - The company must disclose related party transactions in accordance with relevant laws and regulations, including details about the transaction, pricing policies, and the impact on the company [34][35]. - Specific disclosures are required for transactions involving significant price premiums or potential non-operating fund occupation by related parties [28][29].

General Principles - The purpose of the rules is to establish and improve the internal control system of Fujian Shengnong Development Co., Ltd. and enhance the internal control capabilities [1] - The audit committee is set up under the board of directors to effectively supervise the management [1] Composition of the Audit Committee - The audit committee consists of three directors who are not senior management, with independent directors making up more than half, including at least one accounting professional [4][5] - The committee members must possess relevant professional knowledge and experience [3][4] Responsibilities and Authority - The audit committee is responsible for reviewing financial information, supervising internal and external audits, and ensuring the integrity of financial reporting [11][12] - The committee has the authority to propose the appointment or replacement of external auditors and evaluate their work [11][12] Meeting Procedures - The audit committee must meet at least quarterly, with additional meetings called as necessary [11][12] - Meetings can be held in person or via communication methods, ensuring all members can participate [19][20] Voting and Decision-Making - Decisions require a majority vote from the committee members present, with provisions for proxy voting [25][26] - The committee's resolutions must be documented accurately, reflecting the opinions of the members [38][39] Confidentiality and Conflict of Interest - Members must disclose any conflicts of interest and recuse themselves from voting on related matters [46][47] - Confidentiality is required regarding the committee's decisions until officially disclosed [44][54] Evaluation and Reporting - The audit committee has the right to evaluate the financial activities of the company and must report its findings to the board [50][51] - The committee is responsible for maintaining records of meetings and decisions for a minimum of ten years [44]

福建圣农发展股份有限公司 董事会薪酬与考核委员会议事规则 （2025 年修订） 第一章 总则 第一条 为建立和完善福建圣农发展股份有限公司（以下简称"公司"）非 独立董事和高级管理人员的业绩考核与评价体系，制订科学、有效的薪酬管理制 度，实施公司的人才开发与利用战略，公司董事会下设董事会薪酬与考核委员会 （以下简称"薪酬委员会"），作为制定、审查公司董事、高级管理人员的薪酬政 策与方案、评估非独立董事和高级管理人员业绩的专门机构。 第二条 为规范、高效地开展工作，公司董事会根据《中华人民共和国公司 法》（以下简称"《公司法》"）、中国证券监督管理委员会（以下简称"中国证监 会"）发布的《上市公司治理准则》《上市公司独立董事管理办法》、深圳证券交 易所发布的《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》（以下简称"《主板上市公司规范运 作》"）等有关法律、法规、规章和规范性文件及《福建圣农发展股份有限公司章 程》（以下简称"《公司章程》"）的有关规定，制定本议事规则。 第三条 薪酬委员会所作决议，应当符合有关法律、法规、规章、规范性文 件、《公司章程》及 ...

Core Viewpoint - The document outlines the rules and regulations governing the shareholder meetings of Fujian Shengnong Development Co., Ltd, ensuring compliance with relevant laws and regulations while safeguarding shareholders' rights. Group 1: General Provisions - The rules are established to regulate the behavior of the company and ensure that the shareholder meeting exercises its powers legally [1] - The company must strictly follow laws, regulations, and its articles of association when convening shareholder meetings [2] - The board of directors is responsible for organizing shareholder meetings diligently and on time [2] Group 2: Types of Shareholder Meetings - Shareholder meetings are categorized into annual and temporary meetings, with annual meetings held within six months after the end of the previous fiscal year [2] - Temporary meetings are convened as needed, particularly when circumstances outlined in the Company Law arise [2] Group 3: Legal Opinions and Procedures - The company must hire a lawyer to provide legal opinions on the legality of the meeting's procedures, attendance qualifications, and voting results [2] - The board must respond to requests for temporary meetings from independent directors or shareholders holding over 10% of shares within ten days [3][4] Group 4: Proposals and Notifications - Proposals must fall within the powers of the shareholder meeting and be clearly defined [6] - Shareholders holding at least 1% of shares can submit temporary proposals, and the company cannot raise the threshold for submission [6][7] - Notifications for annual meetings must be sent 20 days in advance, while notifications for temporary meetings must be sent 15 days prior [15] Group 5: Conducting the Meeting - The shareholder meeting must be held at the company's registered address or another designated location, allowing for both in-person and online participation [12] - The meeting must be presided over by the chairman or a designated director if the chairman is unavailable [27] - All shareholders or their proxies have the right to attend the meeting, and the company cannot refuse attendance [23] Group 6: Voting and Resolutions - Each share carries one vote, and shareholders must express their opinions as agree, disagree, or abstain [36] - Voting results must be announced immediately after the meeting, and the resolutions must be documented and disclosed [39][40] - If a proposal is not passed, it must be highlighted in the announcement of the meeting's resolutions [40]

福建圣农发展股份有限公司 董事会提名委员会议事规则 （2025 年修订） 第一章 总则 第一条 为完善福建圣农发展股份有限公司（以下简称"公司"、 "本公司"） 法人治理结构，优化公司董事会和经营管理层的组成结构，促使董事会提名、任 免董事和高级管理人员的程序更加科学和民主，公司董事会下设董事会提名委员 会（以下简称"提名委员会"）作为专门机构，主要负责对公司董事、高级管理 人员的提名、更换、选任标准和程序等事项进行研究并提出建议。 提名委员会主任负责召集和主持提名委员会会议，当提名委员会主任不能履 行职务或者不履行职务时，由过半数的提名委员会委员共同推举的一名提名委员 会委员召集和主持提名委员会会议。 第六条 提名委员会委员必须符合下列条件： （一）不具有《公司法》或《公司章程》规定的不得担任公司董事、高级管 理人员的禁止性情形； 第二条 为规范、高效地开展工作，公司董事会根据《中华人民共和国公司 法》（以下简称"《公司法》"）、中国证券监督管理委员会（以下简称"中国证监 会"）发布的《上市公司治理准则》《上市公司独立董事管理办法》、深圳证券交 易所发布的《深圳证券交易所股票上市规则》《深圳证券交易所上市公 ...

Core Points - The document outlines the rules for the board of directors of Fujian Shengnong Development Co., Ltd., aiming to standardize meeting procedures and decision-making processes to enhance the board's operational efficiency and decision-making quality [1][15] Group 1: Meeting Structure - The board of directors must hold at least two regular meetings each year, one in each half of the year [3] - The board can convene temporary meetings under specific circumstances, such as shareholder proposals or requests from regulatory authorities [2][4] - The chairman is responsible for convening and presiding over board meetings, with provisions for alternative arrangements if the chairman is unable to fulfill this role [4][6] Group 2: Proposal and Notification Procedures - Proposals for regular meetings must be prepared by the board office after consulting with directors, and the chairman will finalize them [2][3] - Notifications for regular and temporary meetings must be sent out in advance, with specific timeframes for each type of meeting [4][5] - Changes to meeting notifications must be communicated promptly, and in urgent situations, notifications can be made via phone or other immediate means [5][6] Group 3: Attendance and Voting - Directors are expected to attend meetings in person, but can delegate their voting rights through a written proxy under certain conditions [6][7] - A quorum for meetings requires the presence of more than half of the directors, and specific rules apply to ensure independent directors' participation [11][12] - Voting results must be clearly documented, and independent directors must provide reasons for any dissenting votes [10][11] Group 4: Decision-Making and Record-Keeping - Decisions require a majority vote from the directors present, with specific rules for related party transactions and other sensitive matters [19][20] - Meeting records must include detailed documentation of attendance, proposals discussed, and voting outcomes [26][28] - The board secretary is responsible for maintaining meeting archives for a period of ten years [31]

Core Points - The article outlines the independent director system of Fujian Shengnong Development Co., Ltd., emphasizing the importance of independent directors in safeguarding the interests of all shareholders, particularly minority shareholders [1][2][3] Summary by Sections General Principles - The independent director system is established to ensure the company's standardized operation and protect the legitimate rights and interests of shareholders [1][2] - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [2][3] Responsibilities and Duties - Independent directors are required to attend board meetings, understand the company's operations, and actively participate in decision-making processes [3][19] - They have the authority to independently hire intermediaries for auditing or consulting on specific matters [19][20] Independence Requirements - Independent directors must maintain independence and cannot have significant relationships with the company or its major shareholders [12][13] - The company must ensure that independent directors account for at least one-third of the board members, with specific qualifications for accounting professionals [5][6] Nomination and Election - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares [13][14] - The company must disclose any objections raised by the Shenzhen Stock Exchange regarding independent director candidates [12][14] Performance and Evaluation - Independent directors are required to submit annual reports detailing their attendance and participation in board activities [32][33] - The company must provide necessary support and resources for independent directors to fulfill their responsibilities effectively [33][34] Compensation and Insurance - The company is responsible for covering expenses incurred by independent directors while performing their duties [38][39] - A liability insurance system may be established to mitigate risks associated with the normal performance of their duties [40]

Core Points - The company aims to establish a compensation management system for directors and senior management that aligns with modern corporate governance and market economy principles [1] - The compensation system is designed to motivate and incentivize directors and senior management to enhance the company's economic performance [1] Summary by Sections General Principles - The compensation management system applies to full-time directors and senior management who receive salaries from the company [1] - Independent and external directors do not receive salaries or benefits from the company, but independent directors receive allowances as per the company's independent director system [2] Compensation Plan - The compensation for directors and senior management consists of a fixed basic salary and a performance-based bonus [3] - The annual salary is determined based on industry standards, company performance, and job responsibilities [3] - Performance bonuses are linked to the completion of company goals, departmental assessments, and individual performance evaluations [3] Compensation Distribution and Management - Basic salaries are paid monthly via bank transfer, and the calculation period is from the 1st to the last day of each month [4] - Taxes and social insurance contributions are deducted from the basic salary and performance bonuses as per national and local regulations [4] - Performance bonuses are determined after the annual performance review and are paid within two months following the audit of the annual report [5] Benefits and Constraints - Directors and senior management are entitled to various benefits, including insurance and paid leave, in accordance with national laws and company policies [6] - Any violations of laws or company regulations by directors or senior management may result in forfeiture of performance bonuses [5][6] - The company ensures that compensation agreements comply with fairness principles and do not harm the company's interests [6] Miscellaneous - The compensation management system becomes effective upon approval by the company's shareholders and will be modified as necessary [8] - The board of directors is responsible for interpreting the compensation management system [9]

Core Points - The article outlines the rules and regulations governing the Strategic Committee of Fujian Shengnong Development Co., Ltd, emphasizing its role in formulating and planning the company's long-term development strategy [1][2][3] Group 1: General Provisions - The Strategic Committee is established to ensure the scientific nature of the company's development planning and strategic decision-making, enhancing sustainable development capabilities [1] - The rules are formulated in accordance with relevant laws, regulations, and the company's articles of association [2] Group 2: Composition of the Committee - The Strategic Committee consists of five directors, including the chairman and at least one independent director, elected by the board of directors [3][4] - The chairman of the board serves as the director of the Strategic Committee, responsible for convening and presiding over meetings [3][4] Group 3: Responsibilities and Authority - The Strategic Committee is tasked with researching and proposing suggestions on the company's long-term development plans, operational goals, and major strategic investments [6][13] - It is also responsible for tracking the implementation of these strategies and ensuring compliance with legal and regulatory requirements [6][13] Group 4: Meeting Procedures - Meetings of the Strategic Committee are held as needed, with a requirement for at least two-thirds of the members to be present for decisions to be valid [18][26] - The committee can use various methods for meetings, including in-person, video, or telephonic formats, ensuring all members can communicate effectively [19][20] Group 5: Voting and Decision-Making - Decisions made by the Strategic Committee require a majority vote from the members present, with provisions for both open and secret ballot voting [10][12] - The committee must document meeting minutes accurately, reflecting the opinions expressed and the outcomes of votes [42][44]

格隆汇8月17日｜圣农发展(002299.SZ)公告称，公司2025年上半年实现营业收入88.56亿元，同比增长 0.22%；实现归属于上市公司股东的净利润9.10亿元，同比增长791.93%。 ...