General Principles - The investment decision system of Zhonglan Environmental Technology Co., Ltd. aims to standardize external investment behavior, enhance investment efficiency, and mitigate risks while maximizing the time value of funds [1] - External investment refers to the company's activities of investing monetary funds, equity, or assessed physical or intangible assets for future returns [1] Investment Management Structure - The system applies to the company and its wholly-owned and controlled subsidiaries, prohibiting external investments by subsidiaries without company consent [2] - The shareholders' meeting, board of directors, and general manager each have decision-making authority within their respective scopes for external investments [2][3] - The board of directors is responsible for researching and evaluating the feasibility, risks, and returns of major investment projects, reporting any anomalies to the shareholders' meeting [2][3] Approval Authority and Decision Management - External investment approvals must adhere to the Company Law and relevant regulations, with a professional management and hierarchical approval system in place [4] - Investments meeting certain thresholds, such as asset totals exceeding 10% of the latest audited total assets, must be submitted to the board for review [4][5] Short-term Investment Procedures - Short-term investment decisions require a profitability assessment and must be recorded by the finance department [6] - Securities investments must follow a joint control system involving the investment management and securities affairs departments, requiring multiple personnel for operations [6] Long-term Investment Procedures - The investment management department conducts preliminary evaluations and submits investment proposals for general manager approval [7] - Approved long-term investments require contracts or agreements to be reviewed by legal advisors and authorized decision-making bodies before signing [7][8] Financial Management and Auditing - The finance department is responsible for comprehensive financial records of external investments, ensuring compliance with accounting standards [10][11] - Subsidiaries must report financial statements monthly to the finance department, adhering to the company's accounting management policies [11]

Core Points - The document outlines the Independent Director Special Meeting System of Zhonglan Environmental Technology Co., Ltd, aiming to standardize the corporate governance structure and enhance the role of independent directors [1][2] - The special meetings are exclusively attended by independent directors and can be convened as needed, with a proposal from more than half of the independent directors [1][2] - The company is required to notify all independent directors at least three days before the meeting, unless it is an urgent situation [1][2] Summary by Sections Meeting Procedures - Special meetings can be held in person, via communication methods (including video and phone), or a combination of both [2] - A majority of independent directors must agree on matters to be submitted to the board for review, including hiring external agencies for audits, proposing temporary shareholder meetings, and disclosing related party transactions [2][3] Documentation and Reporting - Meeting records must be created, and independent directors' opinions should be documented and signed [2] - Independent directors are required to submit an annual report to the company's annual shareholder meeting, detailing their responsibilities and the work of the special meetings [2] Implementation and Compliance - The system takes effect upon approval by the board and will be modified in accordance with national laws and regulations if necessary [3] - Any unresolved matters will be governed by relevant national laws and the company's articles of association [3]

Core Viewpoint - The document outlines the management system established by Zhonglan Environmental Technology Co., Ltd. to prevent the controlling shareholder and related parties from occupying company funds, ensuring the protection of the company's and shareholders' legitimate rights and interests [1][2]. Group 1: General Principles - The system aims to strengthen and standardize the fund management of the company and its subsidiaries, specifically addressing fund transactions with controlling shareholders and related parties [1]. - The definition of fund occupation includes both operational and non-operational fund occupation [2]. Group 2: Operational Fund Occupation - Operational fund occupation refers to the funds occupied through related transactions in procurement and sales by controlling shareholders and other related parties [2]. - Non-operational fund occupation includes payments for wages, benefits, insurance, advertising, and other expenses on behalf of controlling shareholders and related parties, as well as any direct or indirect loans provided to them [2]. Group 3: Prevention Measures - The company strictly limits the occupation of funds by controlling shareholders and related parties during operational transactions, prohibiting the company from covering their expenses [3]. - The company must adhere to relevant regulations when engaging in related transactions with controlling shareholders and related parties, ensuring proper decision-making and implementation [3][4]. Group 4: Responsibilities and Actions - The board of directors and senior management are responsible for safeguarding the company's funds and assets, with the chairman being the primary responsible person for preventing fund occupation [5]. - A leadership group is established to oversee the prevention of fund occupation, consisting of the chairman, general manager, and financial director [5]. Group 5: Accountability and Penalties - If controlling shareholders or related parties violate the regulations and occupy company funds, they must bear compensation responsibilities, and relevant responsible persons will face penalties [9][10]. - The company will implement a mechanism to freeze shares held by controlling shareholders if they occupy company funds, ensuring that non-cash settlements are strictly controlled [9][10].

Core Viewpoint - The company has established a public opinion management system to enhance its ability to respond to various public opinions and mitigate their impact on stock prices, business reputation, and normal operations [1]. Group 1: General Principles - The public opinion management system aims to protect the legitimate rights and interests of investors and the company by timely and appropriately addressing negative media reports, rumors, and other information that may affect public investor sentiment and stock price fluctuations [1]. - Public opinion is categorized into major public opinion, which significantly impacts the company's public image or operations, and general public opinion, which encompasses all other types [1]. Group 2: Organizational Structure and Responsibilities - The company has formed a Public Opinion Response Working Group, led by the chairman, with the general manager and board secretary as deputy leaders, comprising other senior management and relevant department heads [2]. - The working group is responsible for decision-making and deployment regarding public opinion management, assessing the potential impact of public opinion, and coordinating external communication during public opinion crises [2][3]. Group 3: Information Collection and Reporting - The Securities Department is tasked with collecting and analyzing significant public opinion information and monitoring stock price fluctuations, reporting to regulatory bodies as required [3]. - Other departments are required to cooperate in collecting public opinion information and promptly report any relevant findings to the Securities Department [4]. Group 4: Principles and Measures for Handling Public Opinion - The company emphasizes rapid response and action to public opinion, ensuring coordinated and sincere communication with the media to prevent unnecessary speculation [5][6]. - For major public opinion incidents, the working group will convene to make decisions, while the Securities Department will monitor developments and implement measures to control the spread of information [6][7]. Group 5: Accountability - Employees and relevant personnel are obligated to maintain confidentiality regarding public opinion information and may face disciplinary actions for breaches that result in company losses [8][9]. - The company reserves the right to pursue legal action against media that disseminate false or misleading information that adversely affects its public image or causes financial harm [9]. Group 6: Implementation and Interpretation - The public opinion management system will take effect upon approval by the board of directors and will be interpreted by the board [10].

Core Viewpoint - The company has established a system for accountability regarding significant errors in annual report disclosures to enhance the accuracy, completeness, and timeliness of financial reporting [1][2][3] Group 1: Accountability System - The system aims to hold directors, senior management, and other personnel accountable for significant errors in annual report disclosures, including major accounting errors and discrepancies in performance forecasts [2][3] - Specific criteria for significant errors include violations of accounting laws, major discrepancies in performance forecasts, and errors identified by regulatory authorities [2][3][5] Group 2: Identification and Handling of Errors - Significant accounting errors are defined as those affecting financial statement users' judgments, with specific thresholds set at 5% of total audited assets, net assets, revenue, or net profit, with an absolute amount exceeding 5 million [3][4] - The internal audit department is responsible for collecting and summarizing relevant information, investigating the causes of errors, and preparing written materials for the board's review [4][6] Group 3: Consequences and Penalties - The company will pursue accountability for significant errors, with penalties ranging from internal criticism to dismissal, depending on the severity and circumstances of the error [8][9] - Factors that may lead to heavier penalties include intentional misconduct, obstruction of investigations, and repeated occurrences of significant errors [8][9] Group 4: Reporting and Compliance - The results of accountability measures will be included in the annual performance evaluations of relevant departments and personnel, and decisions regarding penalties will be disclosed publicly [9][10] - The system will take effect upon approval by the board and will be subject to legal and regulatory compliance [10]

Core Points - The document outlines the fundraising management measures of Zhonglan Environmental Technology Co., Ltd, aiming to regulate the management and utilization of raised funds to improve efficiency [1][2] - The company is responsible for ensuring that the raised funds are used specifically for designated purposes, adhering to national industrial policies and relevant laws [2][3] - The board of directors is tasked with establishing a special storage system for raised funds and ensuring compliance with the management measures [1][3] Fundraising Management - The funds raised must be used exclusively for the main business activities that enhance the company's competitiveness and innovation capabilities [2][3] - The company must avoid using raised funds for financial investments or for holding securities as a primary business [2][3] - The board is required to disclose the usage of raised funds in a timely manner according to relevant laws and regulations [3][4] Special Account Storage - A special account system for managing raised funds is implemented to enhance supervision over their usage [3][4] - The company must open a special account with a commercial bank for the centralized management of raised funds, ensuring that no non-raised funds are stored in this account [3][4] - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the bank within one month of the funds being in place [4][5] Fund Usage - The company must ensure that the usage of raised funds aligns with the commitments made in the prospectus and cannot change the intended use without proper procedures [6][7] - The company is prohibited from engaging in high-risk investments or using raised funds for financial investments [6][7] - Any changes in the use of raised funds must be approved by the board and, if necessary, the shareholders' meeting [13][14] Supervision and Reporting - The accounting department must maintain detailed records of the usage of raised funds, and internal audits should be conducted quarterly [21][22] - The board must issue a special report on the storage and usage of raised funds annually, which should be verified by an independent auditor [21][22] - Independent directors can initiate special audits if there are significant discrepancies in the usage of raised funds [23][24]

Core Points - The document outlines the management system for the shares held by directors and senior management of Zhonglan Environmental Technology Co., Ltd, emphasizing compliance with relevant laws and regulations [1][2][3] Group 1: General Provisions - The purpose of the system is to strengthen the management of shares held by directors and senior management and ensure proper information disclosure [1] - The shares held by directors and senior management include those registered in their names and those held through others' accounts [1] Group 2: Shareholding Change Management - Directors and senior management must notify the board secretary in writing before buying or selling company shares, and the board secretary will verify compliance with laws and regulations [3][4] - The company must apply to the Shenzhen Stock Exchange to register shares held by directors and senior management as restricted shares under certain conditions [3][6] Group 3: Increase in Shareholding Behavior - Specific rules apply when a shareholder's equity reaches certain thresholds, such as a maximum of 2% increase in shares within a year if ownership is between 30% and 50% [6][7] - Shareholders must disclose their shareholding increase plans and notify the company of any progress [6][7] Group 4: Decrease in Shareholding Behavior - Directors and senior management can only transfer up to 25% of their total shares annually during their tenure, with exceptions for certain circumstances [7][8] - There are restrictions on share transfers for six months after leaving the company [8] Group 5: Other Provisions - The company must ensure that certain individuals do not trade shares based on insider information [9] - Any profits from trading shares within six months of buying or selling must be returned to the company [9][10] - The board secretary is responsible for managing the data related to directors and senior management's shareholdings and ensuring compliance with reporting requirements [11][12]

中兰环保科技股份有限公司 外部信息使用人管理制度 中兰环保科技股份有限公司 第四条 本制度所称"外部信息使用人"，是指根据法律、法规、规范性文 件的规定，有权要求公司报送信息的各级政府部门、监管机构或者其他外部单位 以及在信息报送过程中能够接触、获取信息的人员。 第五条 公司董事会是信息对外报送的最高管理机构。董事会秘书负责对外 报送信息的日常管理工作，公司证券事务部负责协助董事会秘书做好对外报送信 息的日常管理工作。 公司各部门及相关人员应按法律、法规、规范性文件及本制度的规定履行对 外报送信息的审核、管理程序。 公司董事和高级管理人员及其他相关工作人员应当遵守法律、法规、规范 性文件和公司制度的要求，对公司定期报告、临时报告及重大事项履行必要的传 递、审核和披露流程。 第六条 公司的董事和高级管理人员及其他相关人员在定期报告、临时报告 编制、公司重大事项筹划期间，负有保密义务。定期报告、临时报告及重大事项 公布前，前述人员不得以任何形式、任何途径向外界或特定人员披露或泄漏相关 内容，包括但不限于业绩说明会、接受投资者调研等方式。 1 外部信息使用人管理制度 第一条 为加强中兰环保科技股份有限公司（以下简称 ...

中兰环保科技股份有限公司 投资者关系管理制度 中兰环保科技股份有限公司 投资者关系管理制度 第一章 总 则 第一条 为了加强中兰环保科技股份有限公司（以下简称"公司"）与投资者 和潜在投资者（以下合称"投资者"）之间的信息沟通，切实建立公司与投资者的 良好沟通平台，完善公司治理结构，切实保护投资者的合法权益，形成公司与投 资者之间长期、稳定、和谐的良性互动关系，提升公司的诚信度、核心竞争能力 和持续发展能力，实现公司价值最大化和股东利益最大化，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》"）、《深圳证券交易所创业板股票上市规则》（以下简称"《上市 规则》"）、《深圳证券交易所上市公司自律监管指引第2号——创业板上市公司 规范运作》等法律、法规、规章、规范性文件的规定，结合公司实际情况，特制 定本制度。 第二条 投资者关系管理是指公司通过充分的信息披露与交流，并运用金 融和市场营销等手段加强与投资者及潜在投资者之间的沟通，增进投资者对公司 的了解和认同，提升公司治理水平，以实现公司整体利益最大化和保护投资者合 法权益的战略管理行为。 第三条 公司开展 ...

中兰环保科技股份有限公司 第二章 审计委员会年报工作管理制度 每个会计年度结束后50日内，公司管理层应当向审计委员会汇报公司 本年度的生产经营情况和投、融资活动等重大事项的进展情况，公司财务负责人应 当向审计委员会汇报本年度的财务状况和经营成果情况，审计委员会应当对有关重 大问题进行实地考察。 董事会审计委员会年报工作制度 中兰环保科技股份有限公司 董事会审计委员会年报工作制度 第一章 总则 为进一步完善中兰环保科技股份有限公司（以下简称"公司"）的法人治 理结构，加强公司内部控制建设，强化信息披露文件编制工作的基础，充分发挥董事 会审计委员会（以下简称审计委员会）在年报编制工作中的作用，根据 《中华人民共 和国公司法》《中华人民共和国证券法》《深圳证券交易所创业板股票上市规则》《上 市公司自律监管指引第2号——创业板上市公司规范运作》及《中兰环保科技股份有 限公司章程》（以下简称《公司章程》）等有关规定，结合公司年度报告编制和披露 的实际情况，制定本制度。 审计委员会在公司年报编制和披露过程中，应当按照有关法律、法规、 规章、规范性文件、《公司章程》和本工作制度的要求，认真履行责任和义务，勤勉尽 责地开展工 ...