General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws [1][2] - The company was established as a joint-stock company and registered with the Guangzhou Market Supervision Administration [1][2] - The company received approval from the China Securities Regulatory Commission for its initial public offering of 150 million shares, with a total registered capital of RMB 900 million [1][3] Business Objectives and Scope - The company's business objective is to implement new development concepts, prioritize quality and efficiency, and enhance core competitiveness while ensuring shareholder value [4][5] - The registered business scope includes solid waste management, sales of environmental protection equipment, and investment activities [4][5] Shares - The company issues shares in the form of stocks, with each share having a par value of RMB 1.00 [5][6] - The total number of shares is 900 million, all of which are ordinary shares, with 750 million shares issued to founders at the establishment [5][6] - The company can increase its capital through various methods, including issuing shares to unspecified or specific objects and distributing bonus shares [6][7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and supervision of company operations, and they must comply with laws and the company's articles of association [8][9] - Shareholders holding more than 3% of shares for over 180 days can request access to the company's accounting records [9][10] - Shareholders must not abuse their rights to harm the company or other shareholders' interests [12][13] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [16][17] - Shareholders can propose agenda items and must be notified of meeting details in advance [22][23] - The company must maintain accurate records of meetings, including attendance and voting results [28]

General Provisions - The implementation rules for the online voting system of Guangzhou HuanTou Yongxing Group Co., Ltd. are established to standardize the voting mechanism of the shareholders' meeting and protect investors' rights [2] - The online voting system utilizes network and communication technology to provide services for shareholders to exercise their voting rights [2][3] - The company may sign a service agreement with the Shanghai Stock Exchange Information Network Co., Ltd. to provide related services for the online voting [2] Preparation for Online Voting - The company must prepare a notice for the shareholders' meeting that includes relevant information about online voting [3] - In case of changes to the proposals listed in the notice, the convenor must issue timely announcements to disclose the updated information [3][4] - The company is required to provide electronic data of all registered shareholders two trading days before the start of online voting [5] Voting Process - The online voting through the exchange trading system occurs during the trading hours on the day of the shareholders' meeting [6] - The internet voting system opens for voting from 9:15 AM on the day of the meeting until 3:00 PM on the same day [6] - Shareholders can participate in online voting through any of their shareholder accounts, and the votes will be counted based on the first voting result if multiple votes are cast [7][8] Vote Counting and Results - After the online voting ends, the information company will provide the voting data to the company for result compilation [8] - The company must disclose the voting results in accordance with relevant regulations, especially for significant matters affecting minority investors [8][9] - The implementation rules will take effect upon approval by the shareholders' meeting [9]

Core Viewpoint - The document outlines the measures and regulations established by Guangzhou HuanTou Yongxing Group Co., Ltd. to prevent the misuse of funds by controlling shareholders, actual controllers, and related parties, ensuring compliance with relevant laws and regulations [2][3][4]. Group 1: General Principles - The purpose of the system is to standardize economic behaviors between the company and its controlling shareholders, actual controllers, and related parties, preventing fund occupation [2]. - The system applies to the company and its subsidiaries included in the consolidated financial statements regarding fund transactions with controlling shareholders, actual controllers, and related parties [2]. Group 2: Definition of Fund Occupation - Fund occupation includes both operational and non-operational fund occupation, with operational occupation arising from related transactions and non-operational occupation involving various payments and loans to controlling shareholders and related parties [2][3]. Group 3: Regulation of Fund Transactions - The company must prevent any direct or indirect occupation of funds, assets, and resources by controlling shareholders and related parties [3]. - All related transactions must adhere to principles of equality, voluntariness, equivalence, and compensation, with written agreements required [3][4]. Group 4: Prohibited Fund Provision Methods - The company is prohibited from providing funds to controlling shareholders and related parties through various means, including covering expenses, lending funds, or providing guarantees without real transaction backgrounds [4][5]. Group 5: Measures to Prevent Fund Occupation - The company must strengthen the regulation of related guarantees and ensure compliance with relevant regulations [4]. - Directors and senior management are required to diligently perform their duties to safeguard company assets and report any irregularities [5]. Group 6: Accountability and Penalties - The board must take effective measures against controlling shareholders and related parties that infringe on company assets or shareholder interests [5][6]. - Violations of the regulations by directors or senior management may result in warnings, dismissal, or even criminal liability depending on the severity of the actions [6]. Group 7: Miscellaneous - The system will be executed in accordance with national laws and regulations, and any conflicts with existing laws will defer to those laws [7]. - The board is responsible for the formulation, modification, and interpretation of this system, which takes effect upon approval by the shareholders' meeting [7].

General Principles - The rules are established to ensure the independent, standardized, and effective exercise of powers by the board of directors of Guangzhou HuanTou Yongxing Group Co., Ltd. [2] - The board of directors is the executive and decision-making body of the company, responsible for managing the company's assets and reporting to the shareholders' meeting [2][4]. Composition and Committees - The board consists of 7 directors, including 1 chairman and 3 independent directors, with provisions for management personnel to serve as directors [2][3]. - The board has specialized committees, including a Strategy and ESG Committee, Audit Committee, Compensation and Assessment Committee, and Nomination Committee, with independent directors holding a majority in certain committees [3]. Responsibilities of the Board - The board is responsible for convening shareholder meetings, executing resolutions, determining operational plans, and making decisions on significant investments and capital changes [4][5]. - The board must ensure compliance with laws and regulations, treat all shareholders fairly, and consider the interests of other stakeholders [6]. Meeting Procedures - The board must hold at least two regular meetings annually, with provisions for calling temporary meetings under specific circumstances [5][6]. - Meeting notifications must include essential details such as date, location, agenda, and the date of notification [7][8]. Voting and Decision-Making - Decisions require a majority vote from attending directors, with specific rules for proxy voting and conflict of interest situations [12][13]. - The board must act within the authority granted by the shareholders' meeting and the company's articles of association [30]. Record Keeping and Confidentiality - Meeting records must be accurate and complete, including attendance, proposals discussed, and voting results [35][36]. - Confidentiality obligations are imposed on all participants regarding the content of board resolutions until publicly disclosed [38]. Effectiveness and Amendments - The rules take effect upon approval by the shareholders' meeting and can be amended by the board [17][42].

Core Points - The document outlines the independent director working system for Guangzhou HuanTou Yongxing Group Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders [2][20] - Independent directors are defined as those who do not hold any other positions within the company and have no direct or indirect interests that could affect their independent judgment [2][4] - The system emphasizes the importance of independent directors in decision-making, supervision, and providing professional advice to safeguard the overall interests of the company and its shareholders [3][10] Summary by Sections General Principles - The independent director system is established to improve the company's governance structure and ensure the accountability of internal directors and management [2] - Independent directors must fulfill their duties independently and are required to act in the best interests of the company and all shareholders [3][4] Appointment, Resignation, and Replacement of Independent Directors - Independent directors can serve on a maximum of three domestic listed companies and must ensure they have sufficient time to fulfill their responsibilities [5] - At least one-third of the board members must be independent directors, including at least one accounting professional [6][7] - Independent directors must meet specific qualifications and independence criteria, including having no significant relationships that could impair their judgment [9][10] Responsibilities of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [10][11] - They have the authority to independently hire external consultants for audits or advice and can propose the convening of shareholder meetings [18][19] Performance Assurance for Independent Directors - The company must provide independent directors with equal access to information and necessary resources to perform their duties effectively [33][35] - Independent directors are entitled to reasonable compensation, and the company may establish a liability insurance system to mitigate risks associated with their roles [39][40]

Core Points - The document outlines the decision-making system for related party transactions of Guangzhou HuanTou Yongxing Group Co., Ltd, ensuring fairness, justice, and transparency in transactions with related parties [1][2] - The system is established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][2] Group 1: Related Parties and Relationships - Related parties include both legal entities and natural persons that have a significant influence or control over the company [3][4] - Specific criteria are defined for identifying related legal entities and natural persons, including ownership stakes and management positions [4][5] - The document emphasizes the importance of assessing the nature and extent of influence that related parties have over the company [10] Group 2: Related Transactions - Related transactions are defined as resource or obligation transfers between the company and its related parties, covering a wide range of activities such as asset sales, financial assistance, and management services [12][13] - The company must ensure that related transactions are legal, necessary, reasonable, and fair, maintaining independence and avoiding financial manipulation [13][14] - Pricing principles for related transactions are established, including adherence to market prices or cost-plus pricing when market prices are unavailable [15][16] Group 3: Decision-Making Procedures - The document outlines the decision-making procedures for related transactions, requiring avoidance measures for related directors and shareholders during voting [17][18] - Specific thresholds for board and shareholder approval are set, including transactions exceeding 30 million yuan or 5% of the latest audited net assets [20][21] - The company is required to disclose related transactions in its annual and semi-annual reports, ensuring transparency [22][23]

股东会议事规则 广州环投永兴集团股份有限公司 二〇二五年八月 第一章 总 则 第一条 为促进广州环投永兴集团股份有限公司（下称"公司"）规范运作，提高 股东会议事效率，保障股东合法权益，保证大会程序及决议内容的合法有效性，根据 《中华人民共和国公司法》 （下称"《公司法》"）、 《中华人民共和国证券法》 （下称"《证 《上市公司治理准则》 《上海证券交易所股票上市规则》等相关法律法规以及 《广州环投永兴集团股份有限公司章程》 （下称"《公司章程》"）的规定，并结合公司 实际情况，制定本规则。 第二条 公司应当严格按照法律、行政法规、 《公司章程》及本规则的相关规定召 开股东会，保证股东能够依法行使权利。 公司董事会应当切实履行职责，认真、按时组织股东会。公司全体董事应当勤勉 尽责，确保股东会正常召开和依法行使职权。 券法》"）、 公司在股东会上不得披露、泄露未公开重大信息。 第三条 股东会应当在《公司法》和《公司章程》规定的范围内行使职权。 第四条 股东会分为年度股东会和临时股东会。年度股东会每年召开一次，应当 于上一会计年度结束后的六个月内举行。临时股东会不定期召开。 有下列情形之一的，公司在事实发生之日起 ...

Core Viewpoint - The implementation details of the cumulative voting system aim to enhance the corporate governance structure of Guangzhou HuanTou Yongxing Group Co., Ltd., ensuring that all shareholders can fully exercise their rights and protect the interests of minority shareholders [1]. Group 1: General Principles - The cumulative voting system allows shareholders to have voting rights equal to the number of directors to be elected, enabling them to concentrate or distribute their votes among candidates [1]. - The term "directors" includes both independent and non-independent directors, excluding employee representatives [1]. Group 2: Election and Replacement of Directors - The cumulative voting system must be implemented when electing or replacing directors, except when only one director is being elected or replaced [2]. - Non-independent directors, independent directors, and eligible shareholders can solicit voting rights from other shareholders to vote on director elections [2]. Group 3: Nomination of Director Candidates - Director candidates can be proposed by the current board or shareholders holding more than 1% of shares [2]. - Independent director candidates must be nominated without conflicts of interest and require the nominee's consent before nomination [2][3]. - The board must review the qualifications of nominated candidates and submit them for shareholder voting [2][4]. Group 4: Voting Principles - The voting process for independent and non-independent directors is conducted separately, with shareholders' voting rights calculated based on their shareholdings [5]. - The cumulative voting method allows shareholders to allocate their votes either collectively or individually among candidates [5][6]. Group 5: Election of Directors - For equal elections, a candidate is elected if they receive more than half of the votes from shareholders [6]. - In differential elections, candidates must also receive more than half of the votes to be elected, with provisions for re-elections if necessary [7]. Group 6: Miscellaneous Provisions - The terms used in these implementation details align with those defined in the company's articles of association [8]. - Any matters not covered by these details will be governed by national laws and regulations, as well as the company's articles of association [8].

Group 1 - The board of directors of Guangzhou HuanTou Yongxing Group Co., Ltd. held its 29th meeting, where several key resolutions were passed [1][2] - The board approved the nomination of four candidates for non-independent directors for the second board, with a term of three years starting from the shareholders' meeting approval [1][2] - The board also approved the nomination of three candidates for independent directors, meeting the qualifications required by relevant regulations [2][3] Group 2 - A resolution was passed to cancel the supervisory board and amend the company's articles of association, which will also require shareholder approval [3][4] - The board approved revisions to eight governance documents, including the rules for shareholder meetings and board meetings, which will also be submitted for shareholder approval [4] - The board approved the establishment of a Low Carbon Industry Innovation Department to align with the company's strategic development needs [5]

证券日报网讯 8月8日晚间，永兴股份发布公告称，公司第一届董事会第二十九次会议审议通过了《关 于董事会换届选举提名非独立董事候选人的议案》等多项议案。 （文章来源：证券日报） ...