Meeting Information - The third extraordinary general meeting of shareholders for Guangdong Hongda Holding Group Co., Ltd. is scheduled for August 18, 2025, at 15:30 [1] - Shareholders can participate through on-site voting or online voting via the Shenzhen Stock Exchange [1][4] - The online voting will be available from 9:15 to 15:00 on the same day [1] Attendance and Voting Rights - All shareholders registered with China Securities Depository and Clearing Corporation Limited by August 13, 2025, have the right to attend and vote [2] - Shareholders unable to attend in person may appoint a proxy to vote on their behalf [2] Meeting Agenda - The meeting will review specific proposals, with special resolutions requiring a two-thirds majority of the voting rights held by attending shareholders [2] Registration Process - Registration for corporate shareholders requires specific documentation, including a power of attorney for proxies [2] - Individual shareholders must present their identification and shareholder account card for registration [2] Voting Procedures - Shareholders can vote through the Shenzhen Stock Exchange trading system or the internet voting system [4] - Detailed voting procedures are provided in the attachments [4]

Core Viewpoint - Guangdong Hongda Holdings Group Co., Ltd. is revising its Articles of Association and related rules, eliminating the supervisory board and transferring its responsibilities to the audit committee, which will enhance corporate governance and streamline decision-making processes [1][2][17]. Summary by Sections Company Governance - The company held its fifth meeting of the sixth board on August 1, 2025, to approve the amendments to the Articles of Association and related rules [1]. - The supervisory board will be abolished, and its powers will be transferred to the audit committee, which will take over the supervisory functions [1][2]. - The name of the "Shareholders' Meeting Rules" will be changed to "Shareholders' Meeting Rules" [1]. Amendments to Articles of Association - The responsibilities previously assigned to the supervisory board will now be handled by the audit committee, with the entire chapter regarding the supervisory board being removed [1][2]. - Specific amendments include the unification of responsibilities related to legal actions against company executives, allowing shareholders to request the audit committee to initiate lawsuits under certain conditions [1][2]. Shareholder Rights - Shareholders holding more than 1% of the company's shares can request the board to initiate legal actions if they believe company executives have violated laws or regulations [1][2]. - The rights of shareholders to propose temporary motions at shareholder meetings have been clarified, allowing those holding more than 1% of shares to submit proposals 10 days prior to the meeting [2][3]. Decision-Making Process - The decision-making process for significant corporate actions, such as profit distribution, capital changes, and bond issuance, has been outlined, emphasizing the need for shareholder approval [2][3]. - The company will implement cumulative voting for the election of directors and supervisors, ensuring that shareholders can concentrate their voting power on preferred candidates [2][3]. Board Structure - The board will consist of nine members, including three independent directors and one employee representative, with the chairman being elected from among the directors [8][9]. - The chairman's appointment requires a two-thirds majority of the board, and the chairman's performance will be evaluated based on market mechanisms [10][11]. Financial Management - The company will prioritize cash dividends, with a policy of distributing dividends annually, and may consider mid-term distributions under certain conditions [15][17]. - The financial assistance provided to external parties will be limited to ensure that it does not exceed 10% of the company's net assets [2][3].

Group 1 - The resignation of director Li Aijun due to work adjustments has been announced, and he will continue to hold other positions within the company [1] - Li Aijun's resignation will not affect the minimum number of directors required by law, and the company has completed the necessary handover procedures [1] - The board expresses gratitude for Li Aijun's contributions during his tenure [1] Group 2 - The company held its fifth meeting of the sixth board on August 1, 2025, where the election of Gao Hongqing as a non-independent director candidate was approved [2] - Gao Hongqing's term will last until the current board's term ends, pending approval from the upcoming shareholders' meeting [2] - The number of directors who are also senior management or employee representatives will not exceed half of the total number of directors [2] Group 3 - Gao Hongqing has a background in various leadership roles, including positions at Guangdong Guangye Electronic Machinery Industry Group and Guangdong Environmental Group [2] - As of the announcement date, Gao Hongqing does not hold shares in the company and has no related party relationships with major shareholders or other directors [3] - He is not disqualified from serving as a director under relevant laws and regulations [3]

Core Points - The company has established an Audit Committee to enhance decision-making functions and improve corporate governance structure [1][2] - The Audit Committee consists of three to five directors, with independent directors holding a majority [2][3] - The main responsibilities of the Audit Committee include reviewing financial information, supervising internal and external audits, and evaluating internal controls [3][4] Group 1: Committee Structure - The Audit Committee is composed of independent directors, with at least one member being a professional accountant [2][3] - The committee is chaired by an independent director designated by the board [2][3] - The term of the Audit Committee aligns with that of the board, and members can be re-elected [2][3] Group 2: Responsibilities and Authority - The Audit Committee is responsible for reviewing financial reports, supervising audit work, and evaluating internal controls [3][4] - It must approve significant financial disclosures and the hiring or dismissal of external auditors [3][4] - The committee can propose the convening of extraordinary shareholder meetings if the board fails to do so [3][4] Group 3: Meeting Procedures - The Audit Committee must hold at least four regular meetings annually, with additional meetings as needed [5][6] - A quorum requires two-thirds of the members to be present, and decisions are made by a majority vote [5][6] - Meeting records must be kept, and confidentiality is required from all attendees [6]

Group 1 - The company establishes a Nomination Committee to optimize the composition of the board and improve corporate governance [1][2] - The Nomination Committee consists of three to five directors, with a majority being independent directors [3][4] - The committee is responsible for recommending candidates for directors and senior management, as well as proposing selection criteria and procedures [8][9] Group 2 - The Nomination Committee's main responsibilities include suggesting the size and composition of the board, searching for qualified candidates, and reviewing their qualifications [8][9] - The committee must submit its decisions to the board for approval, and any unadopted suggestions must be documented with reasons [9][10] - The committee meetings require a two-thirds attendance of members to be valid, and decisions must be approved by a majority [13][14] Group 3 - The committee can hold regular meetings at least once a year and can convene temporary meetings as needed [13][14] - The company’s human resources department supports the committee's daily operations, including meeting preparations [2][5] - The committee has the authority to hire external advisors for professional opinions if necessary [17]

General Principles - The rules are established to standardize the decision-making process of the board of directors of Guangdong Hongda Holding Group Co., Ltd. to enhance the effectiveness and scientific decision-making of the board [1][2] - The board is responsible to the shareholders and must ensure compliance with laws and regulations while considering the interests of all stakeholders [1][2] Meeting Convening and Notification - The board meetings are categorized into regular and temporary meetings, with at least one regular meeting held in each half of the year [2][3] - Proposals for temporary meetings must be submitted in writing and include specific details such as the proposer’s name, reasons for the proposal, and meeting logistics [2][3] Meeting Proposals - Directors can submit proposals related to the company's operations and management, which must comply with legal and regulatory requirements [4][5] - Proposals must be clear, specific, and submitted in writing, with supporting materials provided to the board [4][5] Meeting Conduct - A quorum of more than half of the directors is required for the meeting to proceed, and meetings can be held in person or through other means such as video or phone [6][7] - Directors are expected to attend in person, and if unable, must review materials and provide written instructions for a proxy [6][7] Voting and Resolutions - Each proposal is voted on individually, and resolutions require a majority approval from the attending directors [9][10] - Directors must abstain from voting on matters where they have a conflict of interest, and the meeting can only proceed with a majority of unrelated directors present [10][11] Meeting Records - Detailed records of the meetings must be kept, including attendance, agenda, discussions, and voting results [12][13] - Meeting records must be signed by the directors and can be subject to public disclosure if necessary [13][14] Miscellaneous - The rules align with the company's articles of association and relevant laws, and any discrepancies will defer to the latter [14]

Core Viewpoint - The establishment of the Strategic and Investment Committee aims to enhance the company's core competitiveness and improve decision-making processes in line with its strategic development needs [1][2]. Group 1: Committee Structure - The Strategic and Investment Committee consists of three to five directors, with the chairman being an independent director appointed by the board [3][4]. - The committee's term aligns with that of the board, and members automatically lose their position if they cease to be directors [2][3]. Group 2: Responsibilities and Authority - The committee is responsible for researching and proposing suggestions on the company's development strategy, major investment and financing decisions, and other significant matters affecting the company's development [8][9]. - The committee's resolutions must be submitted to the board for approval, and it can engage intermediary institutions for professional opinions as needed [9][10]. Group 3: Decision-Making Procedures - The decision-making process involves the investment management department coordinating with relevant departments to prepare necessary documents for the committee's review [11][12]. - The committee holds meetings to discuss and make written resolutions, which are then submitted to the board [12][13]. Group 4: Meeting Rules - The committee holds at least one regular meeting annually, with the possibility of additional temporary meetings as proposed by committee members [12][13]. - A quorum requires the presence of at least two-thirds of the committee members, and decisions are made by majority vote [14][15]. Group 5: Confidentiality and Record-Keeping - Meeting records must be kept, and attendees are bound by confidentiality regarding the discussed matters [19][20]. - The committee's resolutions and voting results are reported in writing to the board [20][21].

General Provisions - The rules are established to protect the legal rights of the company, shareholders, and creditors, and to clarify the procedures for shareholder meetings [1] - The company shall exercise its powers within the scope defined by the Company Law and its articles of association [2] Types of Shareholder Meetings - The company holds an annual shareholder meeting once a year within six months after the end of the previous fiscal year [2] - A temporary shareholder meeting must be convened within two months of certain events, such as insufficient directors or significant losses [2] Legal Opinions and Compliance - The company must hire a lawyer to provide legal opinions on various aspects of the meeting, including the legality of the convening process and the validity of shareholder votes [2] Powers of the Shareholder Meeting - The shareholder meeting is the company's authority body, responsible for electing directors, approving reports, and making decisions on capital changes, mergers, and other significant matters [3][4] Convening Shareholder Meetings - The board of directors must convene meetings within the specified time frames and respond to requests from independent directors or shareholders holding over 10% of shares [5][6] Proposals and Notifications - Shareholders holding over 1% of shares can propose temporary items for discussion at least 10 days before the meeting [7] - Notifications must be sent out 20 days prior for annual meetings and 15 days for temporary meetings, detailing all proposals and necessary information [7][8] Conducting the Meeting - The meeting must be held at the company's registered location, and shareholders can attend in person or via authorized representatives [9] - The meeting must ensure order and address any disruptions promptly [9] Voting Procedures - Voting can occur through various methods, including in-person and online, with specific rules for cumulative voting for director elections [12][13] - The results of the votes must be announced immediately after the meeting, and detailed records must be kept [14][15] Execution of Resolutions - Resolutions passed by the shareholder meeting must be implemented within two months, and any violations of laws or regulations render the resolutions invalid [17][18]

Core Points - Guangdong Hongda Holdings Group Co., Ltd. is established as a joint-stock company in accordance with the Company Law and other relevant regulations [1][2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 54.76 million shares on June 12, 2012, and is listed on the Shenzhen Stock Exchange [1][3] - The registered capital of the company is RMB 760,002,247 [2] Chapter Summaries Chapter 1: General Provisions - The purpose of the company's articles is to protect the legal rights of the company, shareholders, and creditors, and to regulate the company's organization and behavior [1] - The company is a permanent joint-stock company with all assets divided into equal shares, and shareholders are liable only to the extent of their subscribed shares [2] Chapter 2: Business Objectives and Scope - The company's business objectives include compliance with national laws and regulations, innovation, and social responsibility, aiming for sustainable development and good economic and social benefits [2] - The business scope includes industrial investment, asset management, technology development, enterprise management, and asset leasing [3] Chapter 3: Shares - The company's shares are issued in the form of stocks, and all shares have equal rights [5] - The total number of shares is 760,002,247, all of which are ordinary shares [6] - The company can increase or decrease its registered capital according to legal regulations and shareholder resolutions [7][8] Chapter 4: Shareholders and Shareholders' Meeting - The company establishes a shareholder register based on the securities registration agency's records, which serves as proof of shareholding [14] - Shareholders have rights to dividends, participate in meetings, supervise the company, and transfer their shares [14][15] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [23] Chapter 5: Shareholders' Meeting Proposals and Notifications - Proposals for the shareholders' meeting must be within the scope of the meeting's authority and clearly defined [53] - The company must notify shareholders of the meeting at least 20 days in advance for annual meetings and 15 days for temporary meetings [56][57] Chapter 6: Shareholders' Meeting Conduct - The chairman of the board presides over the shareholders' meeting, and if unable, a director is elected to preside [68] - All shareholders or their proxies have the right to attend the meeting and exercise their voting rights [60]

Core Points - The company establishes a remuneration and assessment committee to enhance governance and manage the compensation of directors and senior management [1][2] - The committee consists of three to five directors, with a majority being independent directors [2][3] - The committee is responsible for formulating and reviewing compensation policies, assessment standards, and performance evaluations for directors and senior management [2][3] Group 1: Committee Structure - The remuneration and assessment committee is a specialized body of the board, tasked with developing compensation plans and assessment criteria [1][2] - The committee is chaired by an independent director appointed by the board [2][3] - The committee's term aligns with that of the board, and members can be re-elected [2] Group 2: Responsibilities and Authority - The committee's main responsibilities include creating compensation plans based on job responsibilities and market standards [2][3] - It is also responsible for drafting stock incentive plans and ensuring compliance during their implementation [2][3] - The committee must supervise the execution of the compensation system and verify the accuracy of disclosures in the annual report [2][3] Group 3: Decision-Making Process - The committee's decisions must be submitted to the board for approval, and the board can reject any plans that harm shareholder interests [3][4] - The committee is required to prepare an annual work plan and submit performance evaluation reports to the board [4][5] - Meetings can be held regularly or as needed, with a quorum of two-thirds of members required for decisions [5][6] Group 4: Meeting Procedures - Meetings can include other directors and management for discussions, and the committee can seek external professional advice if necessary [5][6] - All meeting decisions and records must be documented and kept confidential [6][7] - The committee's decisions must comply with relevant laws, regulations, and the company's articles of association [6][7] Group 5: Amendments and Interpretations - The board is responsible for formulating and amending the working rules of the committee [7] - Any unresolved matters will be executed according to national laws and regulations [7][8] - The board holds the authority to interpret these working rules [7]