张家港中环海陆高端装备股份有限公司 第四届董事会第十一次会议决议公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚 假记载、误导性陈述或重大遗漏。 一、董事会会议召开情况 张家港中环海陆高端装备股份有限公司（以下简称"公司"）于 2025 年 7 月 8 日以专人送达、电子通讯等方式向全体董事发出第四届董事会第十一次会议 通知，本次会议于 2025 年 7 月 11 日以现场结合通讯方式在公司会议室召开。本 次会议应到董事 8 人，实到董事 8 人。 本次会议由董事长吴剑先生召集并主持，公司高级管理人员列席了本次会议。 本次会议的召集、召开和表决程序符合《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"）等有关法律、行政法 规、部门规章、规范性文件以及《张家港中环海陆高端装备股份有限公司章程》 （以下简称"公司章程"）的规定，合法有效。 二、董事会会议审议情况 | 证券代码：301040 | 证券简称：中环海陆 公告编号：2025-049 | | --- | --- | | 债券代码：123155 | 债券简称：中陆转债 | 1、审议并通过《关于不 ...

Group 1 - The company held its fourth supervisory board meeting on July 4, 2025, which was conducted in accordance with relevant laws and regulations [1][2] - The supervisory board's powers will be exercised by the audit committee of the board of directors, and the company's articles of association have been amended accordingly [2] - The resolution to cancel the supervisory board will not adversely affect the company's governance or operations [2] Group 2 - The voting results for the resolution were 3 votes in favor, 0 against, and 0 abstentions, and the proposal will be submitted to the shareholders' meeting for approval [2]

Group 1 - The company Zhangjiagang Zhonghuan Hailu High-end Equipment Co., Ltd. has proposed amendments to its Articles of Association and certain internal regulations, which have been approved by the eighth meeting of the fourth Supervisory Board held on July 4, 2025 [1][2] - The amendments are in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China and the Shenzhen Stock Exchange's rules for listed companies [2] - The company's Supervisory Board's powers will be transferred to the Audit Committee of the Board of Directors, and the Supervisory Board's meeting rules will be abolished, which is not expected to negatively impact the company's governance or operations [2] Group 2 - The specific amendments to the Articles of Association and other regulations have been disclosed on the Giant Tide Information Network [2] - The company will continue to operate normally until the shareholders' meeting approves the amendments, ensuring compliance with relevant laws and regulations [2]

证券代码：301040 证券简称：中环海陆 公告编号：2025-045 债券代码：123155 债券简称：中陆转债 张家港中环海陆高端装备股份有限公司 关于召开 2025 年第三次临时股东会的通知 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚 假记载、误导性陈述或重大遗漏。 根据张家港中环海陆高端装备股份有限公司（以下简称"公司"）2025 年 7 月 4 日召开的第四届董事会第十次会议决议，公司定于 2025 年 7 月 22 日（星期 二）召开 2025 年第三次临时股东会，现将本次股东会有关事项通知如下： 一、会议召开的基本情况 于召开 2025 年第三次临时股东会的议案》，决定召开 2025 年第三次临时股东会。 本次股东会的召集、召开程序符合《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》 《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》等有关法律、行政法规、部门规 章、规范性文件和《张家港中环海陆高端装备股份有限公司公司章程》等的规定。 （1）现场会议召开时间：2025 年 7 月 22 日（星期二）下午 14 ...

Core Points - The company has revised its articles of association to enhance the protection of the rights and interests of shareholders, employees, and creditors, and to regulate its organizational behavior in accordance with relevant laws and regulations [3][4][12] - The revised articles establish legal binding documents that govern the rights and obligations between the company, shareholders, and management [4][6] - The company can provide financial assistance for acquiring its shares, with a limit of 10% of the total issued share capital, subject to board approval [5][17] - Shareholders holding more than 5% of the company's shares are restricted from buying and selling shares within a six-month period, with profits from such transactions being returned to the company [7][8] - The articles outline the rights of shareholders, including profit distribution, participation in meetings, and the ability to request the company to buy back shares in case of dissent regarding mergers or splits [32][40] Summary by Sections Company Governance - The articles of association serve as a legal framework for the company's governance, ensuring compliance with the Company Law and Securities Law [3][4] - The company must hold annual and extraordinary shareholder meetings, with specific procedures for calling these meetings [44][50] Shareholder Rights - Shareholders have the right to receive dividends, participate in meetings, and supervise company operations [32][40] - The articles specify the process for shareholders to propose temporary motions and the requirements for proxy voting [26][30] Financial Assistance and Guarantees - The company can provide financial assistance for share acquisition, subject to board approval and limits on the total amount [5][17] - Guarantees provided by the company must also adhere to specific thresholds and require shareholder approval in certain cases [17][18] Management Accountability - The articles hold directors and senior management accountable for any losses incurred due to violations of laws or the articles themselves [9][10] - Shareholders can initiate legal action against management for breaches of duty, ensuring a mechanism for accountability [10][11]

Group 1 - The company announced the resignation of independent directors Li Zhi and Yu Jinsong due to personal reasons, which will take effect after the election of new independent directors at the shareholders' meeting [1][2] - The company expressed gratitude for the contributions made by the resigning independent directors during their tenure [2] - The company plans to appoint Tian Tingfeng as a candidate for independent director, who will also serve on various committees, pending the approval of the shareholders' meeting [1][2] Group 2 - The board approved adjustments to the specialized committee members, which will take effect after the shareholders' meeting approves Tian Tingfeng as an independent director [2] - The composition of the specialized committees will include Tian Tingfeng in various roles, such as the chair of the nomination committee and a member of the audit committee [2] - Tian Tingfeng has a legal background and has held various positions in law firms, and he does not hold any shares in the company [4][5]

Group 1 - The company received a resignation letter from Mr. Ding Yong, who served as a director and vice president, due to personal reasons. His resignation will take effect after the election of a new independent director at the shareholders' meeting [1][2] - Mr. Ding Yong did not hold any shares in the company and had no unfulfilled commitments [1] - The board expressed gratitude for Mr. Ding's contributions during his tenure [2] Group 2 - To ensure the normal operation of the board, the company held a staff representative meeting on July 4, 2025, to elect Mr. Huang Xin as the staff director, whose term will align with the fourth board's term [2] - The number of directors who are senior management and staff representatives does not exceed half of the total number of directors, complying with relevant legal requirements [2] Group 3 - Mr. Huang Xin, born in January 1988, is a Chinese national with a master's degree and is a senior engineer. He has worked at the company since September 2015 and is currently the head of the quality inspection department [3] - Mr. Huang does not hold any shares in the company and has no related relationships with shareholders holding more than 5% voting shares, other directors, supervisors, or senior management [3] - He meets all the qualifications required by the Company Law and has not faced any administrative penalties or disqualifications in the past three years [3]

Core Viewpoint - The independent director candidate, Tian Tingfeng, has declared his commitment and qualifications to serve on the fourth board of Zhangjiagang Zhonghuan Hailu High-end Equipment Co., Ltd, ensuring his independence and compliance with relevant regulations [1][11]. Group 1 - The candidate has undergone qualification review by the company's nomination committee and confirms no conflicts of interest with the company [1]. - The candidate meets the qualifications and conditions for independent directors as stipulated by the China Securities Regulatory Commission and the Shenzhen Stock Exchange [1][2]. - The candidate has participated in training and obtained the necessary certification recognized by the Shenzhen Stock Exchange [2]. Group 2 - The candidate confirms that he and his immediate family members do not hold more than 1% of the company's issued shares and are not among the top ten shareholders [5][6]. - The candidate has no significant business dealings with the company or its controlling shareholders [7]. - The candidate has not been subject to any disqualifications or penalties by regulatory authorities in the past 36 months [8][9]. Group 3 - The candidate acknowledges the responsibilities of an independent director and commits to fulfilling these duties diligently and independently [11]. - The candidate will report any changes in his qualifications to the board and resign if he no longer meets the criteria for independent directors [11]. - The candidate authorizes the company to disclose his declaration and related information to the Shenzhen Stock Exchange [11].

Core Points - The document outlines the operational guidelines for the management of Zhangjiagang Zhonghuan Hailu High-end Equipment Co., Ltd, aiming to enhance management efficiency and standards [1] - The guidelines establish the roles and responsibilities of the general manager, deputy general managers, and other senior management personnel [1][2] - The document emphasizes the legal binding nature of these guidelines on the management team from the date of effectiveness [2] Management Structure - The company has a management structure consisting of one general manager, several deputy general managers, one financial officer, and one board secretary [2] - The board must approve any changes in the positions of the general manager and other senior management personnel [2][3] - The general manager can resign before the end of their term, with specific procedures outlined in their employment contract [2] Responsibilities and Obligations - Senior management personnel must adhere to legal regulations and the company's articles of association, and they are liable for any losses caused by violations [2][4] - Specific disqualifications for senior management roles are listed, including criminal convictions and financial irresponsibility [3][4] - Management personnel are required to act in the best interests of the company and its shareholders, avoiding conflicts of interest [4] General Manager's Authority - The general manager is responsible for the company's operational management, implementing board resolutions, and reporting to the board [5][6] - The general manager has the authority to propose the hiring or dismissal of deputy general managers and other management personnel [5] - The general manager's decision-making power includes various financial and operational transactions, subject to board approval for significant matters [6][7] Meeting and Reporting Procedures - Regular meetings of the general manager are mandated to discuss significant operational matters, with specific attendance requirements [8][9] - The management team is required to report to the board quarterly and provide updates on significant events affecting the company [12][13] - The guidelines stipulate that the board must be informed of any major legal issues or changes in economic conditions impacting the company [12][13]

Summary of Independent Director Work System Core Viewpoint The Independent Director Work System aims to enhance corporate governance, protect the interests of minority shareholders, and ensure the independent functioning of directors in listed companies. Group 1: General Principles - The system is established to improve corporate governance structures and protect the interests of minority shareholders and stakeholders [2][3] - 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] - Independent directors are required to perform their duties independently and impartially, avoiding influence from major shareholders or related parties [2][3] Group 2: Qualifications and Selection - Independent directors are elected by the shareholders' meeting and must account for at least one-third of the board, including at least one accounting professional [6][7] - Candidates for independent directors must meet specific legal and regulatory requirements, including independence and relevant experience [9][10] - Independent directors should continuously enhance their knowledge of securities laws and regulations to improve their performance [8][9] Group 3: Responsibilities and Powers - Independent directors participate in board decision-making and must express clear opinions on matters discussed [24][25] - They have the authority to independently hire intermediaries for audits or consultations and can propose the convening of temporary shareholder meetings [25][26] - Independent directors are responsible for monitoring potential conflicts of interest and ensuring decisions align with the overall interests of the company and minority shareholders [24][25] Group 4: Reporting and Accountability - Independent directors must submit annual reports detailing their attendance at meetings, participation in committees, and communication with minority investors [31][32] - They are required to maintain confidentiality regarding the company's annual report and must not disclose any information before its official release [52][53] - In cases of non-compliance or issues affecting their independence, independent directors must report to regulatory authorities [30][31]