金字火腿股份有限公司（以下简称"公司"）于 2025 年 6 月 30 日召开第六 届董事会第二十五次会议，审议通过了《关于公司董事会换届选举独立董事的议 案》，Tianwen Tony Cai 先生被提名为公司第七届董事会独立董事候选人，任 期自 2025 年第一次临时股东大会审议通过之日起三年。 截至公司 2025 年第一次临时股东大会通知发出之日，Tianwen Tony Cai 先 生尚未取得独立董事资格证书。根据深圳证券交易所的相关规定，Tianwen Tony Cai 先生已书面承诺将参加最近一次独立董事培训并取得深圳证券交易所认可 的独立董事资格证书。 近日，公司收到 Tianwen Tony Cai 先生的通知，其已按照相关规定参加了 深圳证券交易所举办的上市公司独立董事任前培训（线上），并取得了由深圳证 券交易所创业企业培训中心颁发的《上市公司独立董事培训证明》。 证券代码：002515 证券简称：金字火腿 公告编号：2025-039 金字火腿股份有限公司 关于独立董事候选人取得独立董事培训证明的公告 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 ...

Core Points - The establishment of the Audit Committee aims to enhance the decision-making function of the board and ensure effective supervision of the management team [1][2] - The committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [1][3] Group 1: Committee Structure - The Audit Committee consists of three directors who are not senior management, including two independent directors [2] - The chairperson of the committee must be an independent director with accounting expertise [2] - The committee's term aligns with that of the current board, and members can be re-elected [2] Group 2: Responsibilities and Authority - The committee is tasked with overseeing external audit work, proposing the hiring or replacement of external auditors, and evaluating internal audit functions [3][4] - It must review the company's financial reports and ensure their accuracy and completeness, focusing on significant accounting and auditing issues [4][5] - The committee has the authority to propose changes in accounting policies and to supervise the implementation of corrective measures for any identified issues [5][6] Group 3: Internal Audit Oversight - The committee oversees the internal audit department, which reports directly to it and is responsible for evaluating the effectiveness of internal controls [6][7] - The internal audit department must conduct checks at least biannually and report any violations or irregularities to the committee [6][8] - The committee is responsible for assessing the internal control effectiveness and reporting any significant deficiencies to the board [7][8] Group 4: Meeting Procedures - The committee is required to meet at least quarterly, with additional meetings called as necessary [10][11] - A quorum for meetings requires the presence of at least two members, and decisions must be made by a majority vote [11][12] - All meeting proceedings must be documented accurately, and records are to be maintained for ten years [12][13]

General Principles - The company establishes a system to ensure that related party transactions are conducted fairly, justly, and transparently, protecting the interests of the company and all shareholders [1] - Related party transactions include the transfer of resources or obligations between the company and its controlling subsidiaries and related parties [1] Related Parties and Transactions - Related parties include both legal entities and natural persons that have a significant relationship with the company, such as those controlling 5% or more of the company's shares [1][3] - The types of related party transactions include asset purchases or sales, external investments, financial assistance, guarantees, leasing, and various other agreements that may transfer resources or obligations [2] Decision-Making Procedures - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed [4][8] - Transactions over 30,000 RMB with natural persons or 3,000,000 RMB with legal entities that exceed 0.5% of the company's latest audited net assets must be approved by a majority of independent directors [4] Disclosure and Approval Requirements - Transactions exceeding 30,000,000 RMB and 5% of the company's latest audited net assets require independent evaluation and disclosure of the audit or assessment report [4] - Related directors must abstain from voting on transactions, and a majority of non-related directors must be present for the meeting to proceed [5][6] Financial Assistance and Guarantees - The company is generally prohibited from providing financial assistance to related parties, with specific exceptions for affiliated companies under certain conditions [7] - Guarantees provided to related parties must be approved by a majority of non-related directors and submitted for shareholder approval [7] Daily Related Transactions - For frequent daily transactions, the company can estimate annual amounts and must disclose any amounts exceeding these estimates [10][23] - The company must disclose the nature of related transactions, including parties involved, transaction details, and pricing basis [25] Exemptions from Obligations - Certain transactions, such as cash subscriptions for public offerings or transactions under equal conditions with non-related parties, may be exempt from some obligations [11]

Core Points - The company Jinzi Ham Co., Ltd. was established as a joint-stock company in accordance with the Company Law and Securities Law of the People's Republic of China [1][2] - The company was approved by the China Securities Regulatory Commission to issue 18.5 million shares of common stock to the public and was listed on the Shenzhen Stock Exchange on December 3, 2010 [2] - The registered capital of the company is RMB 1,210,614,164 [2] Chapter Summaries General Principles - The articles of association aim to protect the rights and interests of the company, shareholders, employees, and creditors, and to regulate the company's organization and behavior [1] - The company is a permanent joint-stock company established under relevant laws [2] Business Objectives and Scope - The company's business objectives include adhering to the principle of "integrity-based, stable operation," focusing on ham, meat products, and food as core businesses, and striving for sustainable development [4] - The business scope includes food production and sales, internet sales, import and export of goods, and investment management among others [4] Shares - The company's shares are issued in the form of stocks, and the issuance follows principles of openness, fairness, and justice [5] - The total number of shares issued at the company's establishment was 50 million, with a par value of RMB 1 per share [5][6] - The company has issued a total of 1,210,614,164 shares, all of which are common shares [7] Shareholder and Shareholder Meeting - Shareholders have rights to dividends, request meetings, supervise the company's operations, and transfer their shares [13][14] - The company must hold an annual general meeting within six months after the end of the previous fiscal year [48] - The company can hold temporary shareholder meetings under specific circumstances, such as when the number of directors is insufficient [49] Board of Directors and Management - The board of directors is responsible for the company's operations and must act in the best interests of the company and its shareholders [3] - The company must appoint a legal representative from among the directors [3] Financial Accounting and Auditing - The company must establish a financial accounting system and conduct internal audits [7] - The appointment of accounting firms must be approved by the shareholders' meeting [7] Amendments to Articles - The articles of association can be amended following the procedures outlined in the Company Law and the company's regulations [9] Miscellaneous Provisions - The company must comply with laws and regulations regarding the transfer of shares and the rights of shareholders [11][12] - The company is required to disclose information in accordance with legal obligations and ensure transparency in its operations [15]

General Provisions - The company establishes a system to regulate the management of resignations of directors and senior management, ensuring governance stability and protecting shareholders' rights [1] - This system applies to all directors (including independent directors) and senior management personnel regarding resignation, term expiration, and dismissal [1] Resignation Conditions and Effectiveness - Directors can resign before their term expires by submitting a written resignation report, effective upon receipt by the board, with disclosure required within two trading days [2] - Directors automatically resign if not re-elected upon term expiration, and shareholders can dismiss directors with immediate effect [2] - Senior management can also resign before their term expires, with specific procedures outlined in their labor contracts [2] Transfer Procedures and Unresolved Matters - Resigning directors and senior management must transfer all company-related documents and assets within three working days after resignation [3] - If the resigning personnel are involved in significant investments or financial decisions, an audit committee may initiate a departure audit [3] - The company can require resigning personnel to fulfill any outstanding public commitments, with the right to seek compensation for any losses incurred [3] Obligations of Resigning Directors and Senior Management - The loyalty obligations of directors and senior management remain effective for two years after their term ends [4] - There are restrictions on the transfer of shares during and after their tenure, with a limit of 25% of total shares held per year during their term and a six-month restriction post-resignation [4] - Resigning personnel must cooperate with the company in follow-up investigations regarding significant matters during their tenure [4] Accountability Mechanism - The board will review specific accountability plans for resigning personnel who fail to fulfill commitments or violate loyalty obligations [5] - Resigning personnel can appeal the accountability decisions within 15 days, but this does not affect the company's ability to take protective measures [5] Supplementary Provisions - Any matters not covered by this system will be governed by relevant national laws, regulations, and the company's articles of association [6] - The board is responsible for interpreting this system, which takes effect upon approval by the board [6]

Core Viewpoint - The company establishes a comprehensive system for external guarantees to protect investor interests and mitigate risks associated with external guarantees [1][2]. Group 1: General Principles - The company aims to maintain investor interests and regulate external guarantee behaviors to prevent risks and ensure asset safety [1]. - External guarantees are defined as guarantees provided by the company and its subsidiaries for others, including guarantees for subsidiaries [1]. - External guarantees must be uniformly managed, requiring board or shareholder approval for any contracts or agreements [1][2]. Group 2: Principles and Review of Guarantee Objects - External guarantees should adhere to principles of legality, prudence, mutual benefit, and safety, with strict risk control [2]. - The company cannot provide guarantees for controlling shareholders or their affiliates without shareholder approval, and such guarantees must be backed by counter-guarantees [2][3]. - Guarantees are primarily provided for subsidiaries, with strict procedures for guarantees outside this scope [2][3]. Group 3: Approval Process and Authority - The highest decision-making body for external guarantees is the shareholders' meeting, with the board exercising decision-making authority based on company regulations [6]. - Guarantees exceeding 10% of the latest audited net assets or 50% of total assets require shareholder approval [6][7]. - The board must analyze the credit status of the debtor and the associated risks before approving guarantees [3][5]. Group 4: Management and Responsibilities - The finance department is responsible for conducting credit investigations and managing guarantee procedures [36]. - Legal advisors assist in handling legal matters related to guarantees and ensure compliance with regulations [37]. - The company must take necessary measures to control risks if the debtor shows signs of losing repayment ability [16]. Group 5: Information Disclosure - The company is obligated to disclose information regarding external guarantees in accordance with relevant regulations [47]. - If a debtor fails to fulfill repayment obligations within fifteen trading days, the company must disclose this information [49]. - The company must ensure confidentiality of guarantee information until it is legally disclosed [52].

General Provisions - The company establishes rules to regulate its behavior and ensure shareholders can exercise their rights according to relevant laws and regulations [1][2] - The board of directors is responsible for organizing shareholder meetings in a diligent and timely manner [1][2] Shareholder Meeting Convening - The board must convene the annual shareholder meeting within six months after the end of the previous fiscal year and can hold temporary meetings as needed [1][3] - Independent directors can propose temporary meetings, and the board must respond within ten days [3][4] - Shareholders holding more than 10% of shares can request a temporary meeting, and the board must respond within ten days [4][5] Proposals and Notifications - Proposals must fall within the scope of the shareholder meeting's authority and be clearly defined [6][13] - Shareholders holding more than 1% of shares can submit temporary proposals, which must be disclosed in the meeting notice [6][15] - The notice for the annual meeting must be sent at least 20 days in advance, while temporary meetings require a 15-day notice [15][16] Meeting Procedures - The shareholder meeting can be held in person or via electronic means, and the location must be convenient for shareholders [27][28] - Shareholders can attend in person or appoint proxies to vote on their behalf [30][32] - Voting rights are based on the number of shares held, with each share granting one vote [30][45] Voting and Resolutions - Resolutions require a majority or two-thirds majority depending on the type of resolution [47][48] - The results of the voting must be announced immediately after the meeting [47][48] - Meeting records must be maintained for ten years, detailing the proceedings and outcomes [50][51] Legal Compliance - Any resolutions that violate laws or regulations are deemed invalid [55] - Shareholders can request the court to annul resolutions if there are procedural violations [55][56]

金字火腿股份有限公司 第一章 总则 第一条 为规范金字火腿股份有限公司（以下简称"公司"）募集资金的存放、 使用和管理，提高募集资金的使用效率，最大限度地保障投资者的合法权益，根 据《中华人民共和国公司法》 （以下简称"《公司法》"）、 《中华人民共和国证券法》 （以下简称"《证券法》"）、《深圳证券交易所股票上市规则》（以下简称"《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》等法律、法规和规范性文件及《公司章 程》的有关规定，结合公司实际情况，特制订本制度。 第二条 本制度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。 本制度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 公司募集资金应当专款专用。公司使用募集资金应当符合国家产业 政策和相关法律法规，践行可持续发展理念，履行社会责任，原则上应当用于主 营业务，有利于增强公司竞争能力和创新能力。中国证监会对公司发行股份、可 转换公司债券购买资产并募集配套资金用途另有规 ...

Core Points - The document outlines the regulations for the selection and management of accounting firms by Jinzi Ham Co., Ltd. to ensure the hiring of qualified firms and improve financial information quality [1][2] - The selection process requires approval from the audit committee, board of directors, and shareholders, ensuring independence and transparency [1][3][4] Chapter 1: General Provisions - The company aims to comply with relevant laws and regulations while maintaining shareholder interests through proper selection of accounting firms [1] - The selection of accounting firms must be approved by the audit committee before any engagement [1][2] Chapter 2: Quality Requirements for Accounting Firms - Selected accounting firms must have independent legal status, good quality records, and meet specific qualifications set by regulatory authorities [2] - Firms must have a solid organizational structure and be familiar with financial laws and regulations [2] Chapter 3: Selection Procedures - The audit committee is responsible for the selection process, including policy formulation and evaluation of candidates [3][4] - The selection must be conducted through competitive negotiations or public bidding to ensure fairness [3][4] Chapter 4: Reappointment of Accounting Firms - The audit committee must evaluate the performance of the accounting firm before reappointment, ensuring quality and compliance with the service agreement [6][7] - The company must disclose information about the accounting firm, including service duration and fees, in its annual report [7] Chapter 5: Supervision and Evaluation - The audit committee must monitor the performance of the selected accounting firm and ensure compliance with legal and regulatory standards [21][22] - The committee should be cautious of any significant changes in the accounting firm's performance or fees [21][22] Chapter 6: Supplementary Provisions - The document will be effective upon approval by the board of directors and will be modified as necessary [23][24] - The board is responsible for the interpretation and amendment of the regulations [25]

特此承诺。 承诺人：Tianwen Tony Cai 2025 年 6 月 30 日 根据金字火腿股份有限公司（以下简称"公司"）第六届董事会第二十五次 会议，本人 Tianwen Tony Cai 被提名为公司第七届董事会独立董事候选人。截 至股东大会通知发出之日，本人尚未取得深圳证券交易所认可的独立董事资格证 书。 根据《上市公司独立董事管理办法》《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》等相关规定，为更好地规范履行独立董事 职责，本人承诺如下：本人承诺将参加最近一次独立董事培训，并取得深圳证券 交易所认可的独立董事资格证书。 金字火腿股份有限公司 独立董事候选人关于参加独立董事培训 并取得独立董事资格证书的承诺函 ...