证券日报网讯8月12日，泰禾股份（301665）发布公告称，公司于2025年8月11日召开职工代表大会，经 与会职工代表审议，会议选举谢思勉先生担任公司第四届董事会职工代表董事。谢思勉先生将与公司 2025年第一次临时股东会选举产生的5名非独立董事、3名独立董事共同组成公司第四届董事会，任期与 第四届董事会任期一致，自2025年第一次临时股东会审议通过之日起三年。 ...

南通泰禾化工股份有限公司 投资者关系管理制度 第一章 总则 第一条为加强南通泰禾化工股份有限公司（以下简称"公司"）与投资者之间 的信息沟通，完善公司治理结构，切实保护投资者特别是社会公众投资者的合法 权益，根据《中华人民共和国公司法》、《中华人民共和国证券法》、《上市公 司投资者关系管理工作指引》、《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》等有关法律、法规、规范性文件以及《南通泰禾化工股 份有限公司章程》（以下简称"《公司章程》"）的有关规定，特制定本制度。 第二条投资者关系管理是指公司通过便利股东权利行使、信息披露、互动交 流和诉求处理等工作，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，以提升公司治理水平和企业整体价值，实现尊重投资者、回报 投资者、保护投资者目的的相关活动。 第三条投资者关系管理的基本原则： （一）合规性原则。公司投资者关系管理应当在依法履行信息披露义务的基 础上开展，符合法律、法规、规章及规范性文件、行业规范和自律规则、公司内 部规章制度，以及行业普遍遵守的道德 ...

Core Points - The document outlines the rules for the shareholders' meeting of Nantong Taihe Chemical Co., Ltd, ensuring compliance with the Company Law and the company's articles of association [1][15] - It specifies the procedures for convening, proposing, and notifying shareholders' meetings, emphasizing the rights of shareholders to participate and vote [2][3][4] Group 1: General Provisions - The company must strictly adhere to legal and regulatory requirements when convening shareholders' meetings to ensure shareholders can exercise their rights [1] - Shareholders' meetings are categorized into annual and temporary meetings, with specific timelines for their convening [1][2] Group 2: Convening Shareholders' Meetings - The board of directors is responsible for convening meetings within the stipulated timeframes, and independent directors can propose temporary meetings [2][3] - Shareholders holding more than 10% of shares can request the board to convene a temporary meeting, and if the board does not respond within 10 days, they can approach the audit committee [3][4] Group 3: Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting's authority and be clearly defined [5][12] - Shareholders holding at least 1% of shares can submit temporary proposals, which must be disclosed in the meeting notice [5][6] Group 4: Meeting Procedures - The company must provide a venue for the meeting and allow shareholders to attend in person or via proxy [21][22] - Voting procedures must be clearly outlined in the meeting notice, including the timing for online voting [22][23] Group 5: Voting and Resolutions - Shareholders must declare their voting intentions, and the results must be announced immediately after voting [39][40] - The meeting records must include detailed information about the proceedings, including attendance and voting results [42][43] Group 6: Authority and Compliance - The shareholders' meeting has the authority to make decisions on matters requiring shareholder approval, and the board can be authorized to decide on related matters [47][48] - Any violations of the rules can lead to invalidation of resolutions, and shareholders have the right to challenge decisions in court [46][49]

Meeting Details - The company will hold its first extraordinary general meeting of 2025 on August 27, 2025, at 14:00 [1] - The meeting will include both on-site voting and online voting through the Shenzhen Stock Exchange [2] - The online voting will be available from 9:15 to 9:25, 9:30 to 11:30, and 13:00 to 15:00 on the same day [1][2] Voting Procedures - Shareholders can choose either on-site voting or online voting, but not both for the same voting right [2] - All shareholders registered by the close of business on August 22, 2025, are eligible to attend and vote [2] - The voting process includes provisions for cumulative voting for certain proposals, allowing shareholders to allocate their votes among candidates [3][10] Meeting Agenda - The meeting will review several proposals, including the election of the fourth board of directors and amendments to governance documents [13][14] - Independent directors' qualifications and independence must be approved by the Shenzhen Stock Exchange before voting can occur [4] Registration and Attendance - Corporate shareholders must register through their legal representatives or authorized agents, while individual shareholders must present identification and proof of shareholding [5] - Remote shareholders can register via mail or email, but phone registrations are not accepted [6] Documentation - The company has provided attachments detailing the voting process, authorization letters, and registration forms for shareholders [6][9]

Group 1 - The company held its 20th meeting of the third board of directors on August 11, 2025, with all 9 directors present [1][2] - The board proposed candidates for the fourth board of directors, including both non-independent and independent directors, with terms starting from the approval date by the shareholders' meeting [1][2][3] - The voting results for the proposed candidates were unanimous, with 9 votes in favor and no votes against or abstentions [2][3][4] Group 2 - The company will continue to operate under the current board until the new independent directors are appointed [2][3] - The proposed independent directors' qualifications will be subject to review by the Shenzhen Stock Exchange before being submitted for shareholder approval [4][5] - The company plans to revise its articles of association to align with the latest regulations and improve governance [5][6] Group 3 - A temporary shareholders' meeting is scheduled for August 27, 2025, to review and vote on the proposed resolutions [6][7] - The voting for certain resolutions will require a two-thirds majority from the attending shareholders [6]

Core Points - The Nomination Committee of Nantong Taihe Chemical Co., Ltd. has reviewed the qualifications of candidates for the fourth board of directors [1][2] - The committee has confirmed that the proposed candidates meet the legal and regulatory requirements to serve as directors [1][2] - The committee has agreed to nominate specific individuals for both non-independent and independent director positions [1][2] Summary by Category Non-Independent Directors - The candidates Tian Xiaohong, Ni Jueping, Sun Meimin, Qi Yiqun, and Miao Yu have been deemed qualified to serve as non-independent directors [1] - They possess the necessary professional background and work experience as per the relevant laws and regulations [1] - There are no disqualifying factors such as being banned from the market or having a record of significant dishonesty [1] Independent Directors - The candidates Jia Zhenghe, Zhang Xingliang, and Xu Xiaoyong have been confirmed to meet the qualifications for independent directors [2] - They hold the required independent director qualification certificates issued by the stock exchange [2] - Similar to non-independent candidates, they do not have any disqualifying records or penalties from regulatory authorities [2]

Core Points - The company, Nantong Taihe Chemical Co., Ltd., is undergoing a board restructuring process as the third board's term has expired [1][2] - The fourth board will consist of 9 directors, including 3 independent directors and 1 employee representative [1][3] - The board restructuring will follow the revised articles of association approved in the recent board meeting [2][3] Board Restructuring Details - The company held its 20th meeting of the third board on August 11, 2025, where it approved the election of the fourth board's non-independent and independent director candidates [2] - The nominated candidates for non-independent directors include Tian Xiaohong, Ni Jueping, Sun Meimin, Qi Yiqun, and Miao Yu, while the independent director candidates are Jia Zhenghe, Zhang Xingliang, and Xu Xiaoyong [2][3] - The independent directors' term will last until July 14, 2028, while non-independent directors will serve for three years [3] Candidate Qualifications - All nominated independent directors have obtained the independent director qualification certificates issued by the stock exchange [2] - The candidates have no significant relationships with other board members or major shareholders, ensuring their independence [5][6][8][10][14][16] - The company will ensure that the new board's structure complies with legal and regulatory requirements, including maintaining a majority of independent directors [3]

Core Points - The document outlines the management rules for the shares held by the directors and senior management of Nantong Taihe Chemical Co., Ltd, aiming to strengthen the management of shareholding and changes, and maintain market order [1][2] Chapter Summaries Chapter 1: General Provisions - The management rules apply to the shares held by directors, senior management, and other specified individuals or organizations [1] - Shares held by directors and senior management include those registered in their names and those held in others' accounts [1] Chapter 2: Prohibited Trading Activities - Directors and senior management cannot transfer shares under certain conditions, including within one year of the company's stock listing and within six months after leaving the company [2] - Specific circumstances such as investigations by regulatory bodies also restrict share transfers [2][3] Chapter 3: Information Reporting, Disclosure, and Supervision - The company secretary is responsible for managing the data and information regarding the shareholdings of directors and senior management [4] - Directors and senior management must report any changes in shareholdings within two trading days [7] Chapter 4: Account and Share Management - Shares acquired by directors and senior management through various means are subject to automatic lock-up periods [11][12] - The maximum annual transfer limit for shares by directors and senior management is set at 25% of their total holdings [12] Chapter 5: Miscellaneous - The management rules will be revised in accordance with relevant laws and regulations if conflicts arise [29] - The board of directors is responsible for amending and interpreting these management rules [30]

Group 1 - The candidate Zhang Xingliang has been nominated as an independent director for Nantong Taihe Chemical Co., Ltd. and has confirmed understanding and agreement with the nomination [1] - The candidate declares that there are no relationships affecting independence and meets the qualifications required by relevant laws and regulations [1][2] - The candidate has passed the qualification review by the nomination committee of the company's third board of directors [1] Group 2 - The candidate affirms compliance with the requirements of the Company Law and the regulations of the China Securities Regulatory Commission regarding independent directors [2][4] - The candidate has participated in training and obtained relevant certification recognized by the stock exchange [4] - The candidate confirms that their role as an independent director will not violate any relevant laws or regulations [2][3][4] Group 3 - The candidate possesses basic knowledge related to the operation of listed companies and has over five years of relevant work experience [4][5] - If nominated as an accounting professional, the candidate must have the qualifications of a certified public accountant or equivalent [5] - The candidate and their immediate family do not hold significant shares in the company or its major shareholders [5][6] Group 4 - The candidate is not providing financial, legal, or consulting services to the company or its major shareholders [6][7] - The candidate has not been subject to any disqualifications or penalties by the regulatory authorities in the past three years [8][9] - The candidate commits to fulfilling the responsibilities of an independent director diligently and independently [9][10]

Group 1 - The company held its 20th meeting of the 3rd Board of Directors on August 11, 2025, where it reviewed and approved the proposal to formulate and revise certain governance systems [1] - The revisions aim to fully implement the new Company Law and improve the company's governance structure and operational standards [1] - The specific governance systems to be revised and formulated include the "Management Rules for Shares Held by Directors and Senior Management" [1] Group 2 - The newly revised Articles of Association of Nantong Taihe Chemical Co., Ltd. will take effect, leading to the automatic repeal of related individual systems concerning the Supervisory Board [2]