浙江海亮股份有限公司 第九届董事会第六次会议决议公告

Core Viewpoint - Zhejiang Hailiang Co., Ltd. is preparing for its H-share issuance and listing in Hong Kong, with significant amendments to its corporate governance and internal management systems to comply with relevant regulations and enhance operational efficiency [1][5][31]. Group 1: Corporate Governance Amendments - The board approved the revision of the company's articles of association and related rules to align with the requirements for H-share issuance and listing [1][2]. - The board proposed to authorize adjustments to the articles and rules based on legal and regulatory requirements as well as practical circumstances [1][2]. - A total of 33 internal governance documents are set to be revised or established, including the audit committee guidelines and the management of insider information [5][6][8][12][14][16][18][20][22][24][26][28][30][32]. Group 2: H-share Issuance and Listing - The board agreed to transition the company to a publicly listed company with both A-shares and H-shares after obtaining necessary approvals [31]. - A profit distribution plan was approved to ensure that both existing and future shareholders benefit from retained earnings post-listing [34]. - The board nominated a new independent director to enhance governance post-listing, pending shareholder approval [37]. Group 3: Risk Management and Insurance - The board proposed to purchase liability insurance for directors and senior management to mitigate risks associated with the upcoming listing [47]. - The board also approved the hiring of an auditing firm for the H-share issuance, ensuring compliance with regulatory standards [49]. Group 4: Employee Stock Ownership Plan - The company is implementing a 2026 employee stock ownership plan to attract and retain talent, aligning employee interests with those of shareholders [74][78]. - The board has also established a management framework for the employee stock ownership plan to ensure its effective execution [78][80].