深圳市沃特新材料股份有限公司 董事会薪酬与考核委员会工作细则 第一章 总 则 第一条 为明确深圳市沃特新材料股份有限公司（以下简称"公司"）薪酬 与考核委员会（以下简称"委员会"）的职责，提高工作效率，确保科学决策，根 据《公司法》《证券法》《上市公司治理准则》《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》等 有关法律法规及《深圳市沃特新材料股份有限公司章程》（以下简称"《公司章 程》"）的有关规定，制定本细则。 第二条 薪酬与考核委员会是公司董事会下设的专门机构，主要负责制定 公司董事和高级管理人员的考核标准并进行考核；负责制定、审查公司董事及高 级管理人员薪酬标准，确定公司薪酬政策与方案，对董事会负责。 第二章 委员会组织机构 第三条 委员会由三人组成，其中独立董事应当过半数。委员候选人由董 事长、二分之一的独立董事、三分之一的董事提名，由董事会全体董事过半数选 举产生。 第四条 委员会设主任委员一人，主任委员由独立董事担任，由委员会全 体委员过半数产生。董事会秘书处负责做好委员会决策的前期准备工作，提供公 司有关方面的资料。 第五条 主任委员负责 ...

Core Viewpoint - The document outlines the management system for the deferral and exemption of information disclosure by Shenzhen Water New Materials Co., Ltd, aiming to ensure compliance with legal obligations and protect investors' rights [1][2]. Group 1: General Principles - The system is established to regulate the deferral and exemption of information disclosure, ensuring that the company and related parties fulfill their disclosure obligations in accordance with relevant laws and regulations [1]. - Information disclosure obligations apply to various stakeholders, including the company's board of directors, senior management, shareholders, and other relevant parties [2][3]. Group 2: Conditions for Deferral and Exemption - Information can be deferred or exempted from disclosure if it falls under specific circumstances outlined in the regulations, such as being a temporary business secret or if timely disclosure could harm the company's interests or mislead investors [2][4]. - The definition of business secrets and state secrets is provided, emphasizing the need for confidentiality and the potential risks of disclosure [3]. Group 3: Internal Review Procedures - A detailed internal review process is established for handling deferral and exemption requests, requiring documentation and approval from the board of directors [5][6]. - The company must maintain records of deferred or exempted information, including reasons for deferral and the identities of individuals privy to the information [5][6]. Group 4: Accountability and Compliance - The company has established a mechanism for accountability regarding the deferral and exemption of information disclosure, with potential penalties for those who fail to comply with the established procedures [6][7]. - The document emphasizes adherence to the rules set forth by the Shenzhen Stock Exchange and other regulatory bodies [7].

第三条 证券部是公司唯一的信息披露机构。未经公司董事会批准，公司任 何部门和个人不得向外泄露、报道、传送有关涉及公司内幕信息及信息披露的内 容。对外报道、传送的文件、移动磁盘、录音（像）带、光盘等涉及内幕信息及 信息披露内容的资料，须经董事会秘书审核同意，董事长批准，方可对外报道、 传送。 深圳市沃特新材料股份有限公司 内幕信息知情人登记管理制度 第一章 总 则 第一条 为规范深圳市沃特新材料股份有限公司（以下简称"公司"）内幕信 息管理，加强内幕信息保密工作，有效防范内幕交易等违法违规行为，维护信息 披露的公开、公平、公正原则，保护投资者的合法权益，根据《公司法》《证券 法》《上市公司信息披露管理办法》《上市公司监管指引第 5 号——上市公司内 幕信息知情人登记管理制度》《深圳证券交易所股票上市规则》等有关法律法规 及《深圳市沃特新材料股份有限公司章程》（以下简称"《公司章程》"）的有关 规定，制定本制度。 第二条 内幕信息知情人登记管理工作由公司董事会负责，公司董事会应当 按照本制度以及深交所相关规则要求及时登记和报送内幕信息知情人档案，并保 证内幕信息知情人登记名单和信息的真实、准确、及时和完整。 公司 ...

Core Viewpoint - The article outlines the foreign exchange hedging management measures of Shenzhen Water New Materials Co., Ltd., emphasizing the need for risk management and compliance with relevant laws and regulations in conducting foreign exchange hedging transactions [1][8]. Group 1: Definition and Scope - Foreign exchange hedging business refers to transactions aimed at mitigating foreign exchange and interest rate risks through various financial instruments, including forward foreign exchange contracts, swaps, options, and other derivatives [1][2]. - The management measures apply to the company and its subsidiaries, requiring adherence to the established guidelines for conducting foreign exchange hedging activities [1][3]. Group 2: Operational Principles - The company must conduct foreign exchange hedging activities based on legality, prudence, safety, and effectiveness, avoiding speculative trading [2][3]. - Transactions are only permitted with qualified financial institutions approved by the State Administration of Foreign Exchange and the People's Bank of China [3]. Group 3: Approval Authority - Annual foreign exchange hedging plans exceeding 50% of the company's latest audited net assets require board approval and submission to the shareholders' meeting [4]. - Plans exceeding 10% must be approved by the board, while amounts below this threshold can be authorized by the general manager [4]. Group 4: Management and Internal Processes - The general manager is responsible for the operation and management of foreign exchange derivative transactions, including signing relevant agreements [5]. - The finance management center is tasked with planning, funding, and daily management of hedging activities, while other departments provide necessary operational information [5][6]. Group 5: Risk Management and Reporting - The finance management center must monitor foreign exchange transactions and report any significant risks or fluctuations in exchange rates to the general manager [6][7]. - In cases of substantial risk, the finance management center must submit analysis reports and proposed solutions to the management for timely decision-making [7]. Group 6: Information Disclosure - After board approval, the company must fulfill information disclosure obligations regarding foreign exchange hedging activities, especially in cases of significant losses [7][8]. - Documentation related to hedging activities must be archived for at least 10 years, ensuring compliance with regulatory requirements [8].

深圳市沃特新材料股份有限公司 董事会提名委员会工作细则 第一章 总 则 第一条 为使深圳市沃特新材料股份有限公司（以下简称"公司"）董事会 提名委员会（以下简称"委员会"）规范化、制度化，提高工作效率、工作质量， 根据《公司法》《证券法》《上市公司治理准则》《深圳证券交易所股票上市规 《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》 则》 等有关法律法规及《深圳市沃特新材料股份有限公司章程》（以下简称"《公司 章程》"）的有关规定，制定本细则。 第二条 委员会是董事会设立的常设议事机构，在董事会领导下开展工作， 向董事会负责并报告工作，对公司董事和高级管理人员的人选、选择标准和程序 进行研究并提出建议。 第二章 委员会的构成 第三条 委员会委员由三名董事组成，独立董事应当过半数。 第四条 委员会委员由董事长、二分之一以上独立董事或者全体董事的三 分之一提名，由董事会全体董事过半数选举产生。 第五条 委员会设主任委员一名，由独立董事委员担任，由委员会全体委 员过半数选举产生。 主任委员负责召集和主持委员会会议，当主任委员不能或无法履行职责时， 由其指定一名其他委员代行其职责；主任委员不能 ...

Core Points - The document outlines the rules for the shareholders' meeting of Shenzhen Water New Materials Co., Ltd, aiming to standardize corporate governance and ensure shareholders can exercise their rights legally [1][2]. Group 1: General Provisions - The company establishes these rules to comply with relevant laws and regulations, including the Company Law and Securities Law [1]. - The shareholders' meeting is the company's authority body, composed of all shareholders [1]. Group 2: Types of Shareholders' Meetings - There are annual and temporary shareholders' meetings; the annual meeting must be held within six months after the end of the previous fiscal year [2]. - Temporary meetings are called under specific circumstances and must occur within two months if required by law [2]. Group 3: Legal Opinions and Procedures - A lawyer must provide legal opinions on the legality of the meeting's procedures, participant qualifications, and voting results [2][3]. - The board of directors is responsible for convening the shareholders' meeting within the specified timeframe [3]. Group 4: Proposals and Notifications - Proposals must fall within the authority of the shareholders' meeting and be clearly defined [5]. - The board, audit committee, or shareholders holding at least 1% of shares can propose items for discussion [5][6]. Group 5: Meeting Conduct - The meeting can be held at the company's registered address or another specified location, and electronic voting options are available [21]. - Shareholders can attend in person or appoint proxies to vote on their behalf [22]. Group 6: Voting and Resolutions - Voting must be conducted for each proposal, and shareholders must express their opinions as agree, disagree, or abstain [38]. - The results of the voting must be announced immediately after the meeting [40]. Group 7: Record Keeping - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for ten years [41][44]. Group 8: Amendments and Compliance - The rules can be amended by the board but require approval from the shareholders' meeting to take effect [46][47]. - Any violations of these rules can lead to legal actions by shareholders [45].

Core Points - The article outlines the management measures for related party transactions of Shenzhen Water New Materials Co., Ltd, emphasizing the need for fairness, transparency, and compliance with relevant laws and regulations [1][2][3] Group 1: General Principles - The management measures aim to protect the legitimate rights and interests of shareholders and creditors, especially minority investors [1] - Related party transactions must adhere to the principles of fairness, openness, and impartiality, with pricing generally aligned with independent third-party market standards [1][4] Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have significant control or influence over the company [2][3] - Specific criteria for identifying related legal entities and natural persons are established, including ownership thresholds and management relationships [2][3] Group 3: Related Transactions - Related transactions encompass various activities such as asset purchases, financial assistance, and service provisions between the company and its related parties [6][12] - The pricing of related transactions must be disclosed adequately, and the company must ensure that such transactions do not harm its interests [4][12] Group 4: Management and Approval of Related Transactions - The audit and legal departments are responsible for coordinating related transactions, while the finance department and board secretary assist in compliance [5][6] - Different thresholds for approval are set based on the transaction amounts, with specific procedures for transactions exceeding certain limits [9][10] Group 5: Information Disclosure - The company is required to disclose related transaction information to the Shenzhen Stock Exchange, following specific formats and requirements [39][40] - In cases of public bidding or auction leading to related transactions, the company may apply for exemptions from certain obligations [40] Group 6: Implementation and Record Keeping - All related transactions requiring shareholder approval must be executed according to the decisions made at the shareholder meetings [37] - Documentation related to decision-making and resolutions must be maintained for a minimum of ten years [43]

Core Points - The document outlines the management measures to prevent the controlling shareholder or actual controller and related parties from occupying the company's funds, aiming to protect the rights and interests of the company, shareholders, and other stakeholders [1][2][5] Group 1: General Principles - The measures apply to the fund management between the controlling shareholder or actual controller and related parties with the company [1] - Fund occupation includes both operational and non-operational types, such as funds occupied through related transactions and funds used for expenses without real transactions [1][2] Group 2: Prevention Principles - The controlling shareholder must exercise their rights in accordance with the law and must not harm the company's interests or the legitimate rights of public shareholders through fund occupation [2] - The company must strictly limit fund occupation by the controlling shareholder or actual controller during operational transactions and must not cover their expenses [2][3] Group 3: Preventive Measures - The company must establish a long-term mechanism to prevent non-operational fund occupation and ensure that directors and senior management fulfill their duties to protect company assets [4][5] - The board of directors is responsible for reviewing and approving transactions with the controlling shareholder or actual controller [4][5] Group 4: Accountability and Penalties - If the controlling shareholder or actual controller occupies company assets, the board must take effective measures to stop the infringement and seek compensation [5][6] - Internal penalties and economic sanctions will be imposed on responsible parties if non-operational fund occupation negatively impacts the company [7]

Core Points - The document outlines the rules for the board of directors of Shenzhen Water New Materials Co., Ltd, aiming to enhance corporate governance and decision-making efficiency [1][2][3] Group 1: Governance Structure - The board of directors is responsible for exercising its powers according to laws, regulations, and the company's articles of association [1] - The board must hold at least two meetings annually, with notifications sent to all directors at least ten days in advance for regular meetings and three days for temporary meetings [4][5] Group 2: Meeting Procedures - Notifications for board meetings must include the time, location, duration, agenda, and date of notification [2][4] - A temporary meeting can be called by shareholders with more than 1/10 voting rights or by 1/3 of the directors, requiring the chairman to convene within ten days of the proposal [3][4] Group 3: Voting and Decision-Making - A quorum for board meetings requires more than half of the directors to be present, and decisions must be made by a majority vote [12][23] - Directors must avoid conflicts of interest and are required to abstain from voting on matters where they have a personal interest [26][28] Group 4: Documentation and Record-Keeping - The board secretary is responsible for maintaining records of meetings, including attendance, agenda, discussions, and voting results [32][36] - Meeting records must be signed by attending directors, and any dissenting opinions should be documented [9][10]

Core Viewpoint - The article outlines the selection system for accounting firms at Shenzhen Water New Materials Co., Ltd., aiming to enhance audit quality and protect shareholder interests through a structured process [1][2]. Group 1: Selection Process - The selection of accounting firms must be reviewed by the Audit Committee and approved by the Board of Directors before being submitted to the shareholders' meeting for final decision [3][4]. - The company must not engage an accounting firm for audit services before the shareholders' meeting has approved the selection [3][4]. - The selection process includes competitive negotiation, public bidding, and other methods to ensure fairness and transparency [4][5]. Group 2: Qualifications and Responsibilities - Selected accounting firms must possess independent legal status, necessary qualifications, and a good reputation in compliance with national regulations [2][5]. - The Audit Committee is responsible for overseeing the selection process, including setting policies, evaluating proposals, and monitoring the audit work [2][6]. Group 3: Evaluation Criteria - Evaluation criteria for accounting firms include audit fees, qualifications, quality management, and risk management capabilities, with quality management weighted at least 40% [5][6]. - The company must disclose information about the accounting firm, including service duration and audit fees, in its annual report [5][6]. Group 4: Information Security and Compliance - The company must ensure information security during the selection process and include specific clauses in contracts to protect sensitive information [6][7]. - All documents related to the selection process must be archived for at least 10 years, and any changes in accounting firms must be carefully monitored [6][7]. Group 5: Implementation and Amendments - The system will be effective upon approval by the shareholders' meeting and is subject to amendments by the Board of Directors [8].