证券代码：688273 证券简称：麦澜德 公告编号：2025-036 南京麦澜德医疗科技股份有限公司 关于取消监事会、修订《公司章程》并办理工商变更登 记、修订及新增公司部分治理制度的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 南京麦澜德医疗科技股份有限公司（以下简称"公司"）于 2025 年 8 月 25 日召 开第二届董事会第十五次会议，审议通过了《关于取消监事会、修订 <公司章程> 并办理工商变更登记的议案》和《关于修订及新增公司部分治理制度的议案》， 并授权相关人员办理工商登记、备案相关事宜。现将有关情况公告如下： 一、取消监事会的情况说明 为符合对上市公司的规范要求，进一步完善公司治理，根据 2024 年 7 月 1 日 起实施的《中华人民共和国公司法》（以下简称"《公司法》"）《关于新公司 法配套制度规则实施相关过渡期安排》《上市公司章程指引》（以下简称"《章 程指引》"）等相关法律法规、规章及其他规范性文件的规定，公司拟不再设置 监事会与监事，由董事会审计委员会行使监事会职权，《监事会议事规则》等监 ...

General Provisions - Jiangsu Hanbon Science & Technology Co., Ltd. is established as a joint-stock company in accordance with the Company Law and other relevant regulations [2] - The company was registered on February 25, 2022, and is located in Huai'an Economic and Technological Development Zone [3] - The company has a registered capital of RMB 88 million and is a permanent joint-stock company [3] Business Objectives and Scope - The company's business objective is to enhance management efficiency and maximize economic benefits for shareholders [5] - The business scope includes research, manufacturing, and sales of various chromatography instruments and related equipment, as well as technical services and consulting [5] Shares - The company issues shares in the form of stocks, with a par value of RMB 1 per share [6] - The total number of shares issued by the company is 88 million, all of which are ordinary shares [6][21] - The company adheres to principles of fairness and transparency in share issuance [6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company decisions based on their shareholdings [12] - Shareholders are obligated to comply with laws and regulations, and cannot withdraw their capital except as legally permitted [40][41] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [50][52] - Shareholders holding more than 10% of shares can request a temporary meeting [56] - The company must provide adequate notice and information regarding meeting agendas and proposals [62][63] Board of Directors and Management - The board of directors is responsible for the overall management of the company and must act in the best interests of the shareholders [12] - Directors and senior management must disclose their shareholdings and are subject to restrictions on transferring shares [10][11] Financial Management and Reporting - The company is required to maintain transparency in financial reporting and must disclose significant financial information to shareholders [14] - The board must ensure compliance with legal and regulatory requirements in financial management [20]

南京麦澜德医疗科技股份有限公司 章 程 二〇二五年八月 目 录 南京麦澜德医疗科技股份有限公司章程 第一章 总则 第一条 为维护南京麦澜德医疗科技股份有限公司（以下简称"公司"）、股 东、职工和债权人的合法权益，规范公司的组织和行为，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》"）、《上海证券交易所科创板股票上市规则》（以下简称"上 市规则"）和其他有关规定，制订本章程。 第二条 公司系依照《公司法》和其他有关规定，由南京麦澜德医疗科技有 限公司整体变更设立的股份有限公司。 公司以发起方式设立，在南京市市场监督管理局注册登记，取得统一社会 信用代码为 9132011505799566XM 的《营业执照》。 第三条 公司于 2022 年 6 月 8 日经中国证券监督管理委员会注册，首次向 社会公众发行人民币普通股 2,500 万股，均为公司向境内投资人发行的人民币 认购的内资股，并于 2022 年 8 月 11 日在上海证券交易所科创板上市。 第四条 公司注册名称：南京麦澜德医疗科技股份有限公司 公司英文名称：Nanjing Medlander Me ...

苏州清越光电科技股份有限公司 董事、高级管理人员离职管理制度 苏州清越光电科技股份有限公司 二零二五年八月 苏州清越光电科技股份有限公司 董事、高级管理人员离职管理制 度 目 录 苏州清越光电科技股份有限公司 董事、高级管理人员离职管理制度 第一章 总则 第一条 为规范苏州清越光电科技股份有限公司（以下简称"公司"）董事、 高级管理人员离职相关事宜，确保公司治理结构的稳定性和连续性，维护公司 及股东的合法权益，公司根据《中华人民共和国公司法》（以下简称《公司 法》）等法律法规、规范性文件及《苏州清越光电科技股份有限公司章程》 （以下简称《公司章程》）的有关规定，结合公司实际情况，制定本制度。 第二条 本制度适用于公司董事（含独立董事）、高级管理人员因任期届满、 辞职、被解除职务或其他原因离职的情形。 第二章 离职情形与程序 第三条 公司董事和高级管理人员可以在任期届满以前辞职，董事和高级管理 人员辞职应当向公司提交书面辞职报告，辞职报告中应说明辞职原因，公司收 到辞职报告之日辞职生效，公司将在2个交易日内披露有关情况。 第五条 董事提出辞职的，公司应当在60日内完成补选，确保董事会及其专门 委员会构成符合法律 ...

Core Viewpoint - Hangzhou First Applied Material Co., Ltd. has revised its articles of association, detailing various aspects of its organizational structure, management, and share-related matters, which aims to enhance governance and operational rules for stable development [1][9]. Company Overview - Hangzhou First Applied Material Co., Ltd. was established through the overall change of Hangzhou First Hot Melt Adhesive Film Co., Ltd. and was listed on the Shanghai Stock Exchange on September 5, 2014. The registered capital is RMB 2,608.735822 million, and it is a perpetual public company [2]. Share Regulations - The company issues shares based on principles of openness, fairness, and justice, with a par value of RMB 1 per share. The total number of shares issued at establishment was 90 million, and the current total issued shares amount to 2,608.735822 million, all of which are ordinary shares. There are strict regulations regarding share increases, decreases, and repurchases [3]. Shareholders and Shareholder Meetings - The company maintains a shareholder register based on certificates provided by the securities registration and settlement agency. The shareholder meeting is the power institution, held annually within six months after the end of the previous fiscal year, with provisions for extraordinary meetings under specific circumstances. The meeting has broad powers, including electing directors and approving significant company proposals [4]. Board of Directors - The board consists of 9 directors, including 3 independent directors and 1 employee representative. The board is responsible for convening shareholder meetings, executing resolutions, and determining operational plans. The chairman leads the meetings and ensures the execution of board resolutions [5]. Senior Management - The company has 1 general manager and 5 to 10 deputy general managers, along with other senior management roles. The general manager is responsible for the company's operational management and implementation of annual plans [6]. Financial Accounting, Profit Distribution, and Auditing - The company has established a financial accounting system and is required to submit annual and interim reports. Profit distribution is based on shareholder equity after legal reserves are deducted, and the board proposes distribution policies subject to shareholder approval. An internal audit system is in place, with the auditing firm selected through a rigorous process [7]. Mergers, Divisions, Capital Increases, Reductions, Dissolution, and Liquidation - Mergers can be conducted through absorption or new establishment, with specific conditions under which shareholder approval is not required. Divisions, capital increases, and reductions must follow prescribed procedures, and a liquidation group is formed in case of dissolution [9].

Core Viewpoint - The board of directors of Nanjing Central Plaza (Group) Co., Ltd. held its seventh meeting of the tenth session on August 25, 2025, where several key resolutions were passed, including the approval of the 2025 semi-annual report and amendments to the company's articles of association [1]. Group 1: Meeting Resolutions - The board approved the 2025 semi-annual report and its summary, with a unanimous vote of 7 in favor [1]. - The board agreed to amend the articles of association and related rules, eliminating the supervisory board and transferring its powers to the audit committee of the board, with a unanimous vote of 7 in favor [1]. - The board passed a resolution to formulate, amend, and abolish certain company systems to enhance governance, with a unanimous vote of 7 in favor [1]. - The board approved the reappointment of the accounting firm, with a unanimous vote of 7 in favor [1]. - The board resolved to convene the second extraordinary general meeting of shareholders in 2025 on September 19, 2025, to review the amendments to the articles of association and the reappointment of the accounting firm, with a unanimous vote of 7 in favor [1].

Summary of Key Points Core Viewpoint The announcement details the changes in the registered capital, company address, cancellation of the supervisory board, and amendments to the company's articles of association, along with the establishment of certain governance systems. Group 1: Changes in Registered Capital and Company Address - The company has completed the granting of the first category of restricted stock under the 2025 restricted stock incentive plan, resulting in a total share capital increase to 101.1495 million shares [2][4] - The company address has been changed from two locations to a single address at "No. 6 Tongsha Tonghuan Road, Dongcheng Street, Dongguan City, Guangdong Province" [2][4] Group 2: Cancellation of Supervisory Board and Amendments to Articles of Association - The supervisory board has been canceled, and its functions will be assumed by the audit committee of the board of directors, with the corresponding rules for the supervisory board being abolished [4][5] - Amendments to the articles of association are aimed at further standardizing company operations and governance, with specific changes including terminology adjustments and the removal of certain clauses [4][5] Group 3: Governance System Revisions - The company has revised and established several governance systems to enhance internal governance mechanisms, which will require approval from the shareholders' meeting for some of the proposed changes [5][7] - The revised articles of association and the details of the governance system changes will be disclosed on the Shanghai Stock Exchange website [7]

General Provisions - The purpose of the guidelines is to adapt to modern corporate governance, ensuring the correctness and rationality of major business decisions, and improving democratic and scientific decision-making levels [1][2] - The guidelines are binding on the president, vice presidents, and other senior management [1] Qualifications and Appointment of the President - The president must possess rich economic and management knowledge, strong management capabilities, and relevant work experience [2] - Certain disqualifications for the president include criminal convictions related to corruption, bankruptcy responsibilities, and being listed as a dishonest person by the court [2][3] Powers and Responsibilities of the President - The president is responsible for daily operations, implementing board resolutions, and proposing management structures and regulations [3][4] - The president must report to the board and cannot exceed the authority granted by the board [4] President's Office Meetings - The president's office meetings are held weekly to discuss major management decisions, ensuring scientific and rational decision-making [5][6] - The president must ensure that meeting minutes are recorded and decisions are followed up on [7] Reporting System - The president is required to report regularly or as needed to the board on the company's operational status, including annual plan implementation and major contracts [8]

General Provisions - The rules are established to standardize the decision-making process of the board of directors of Hangzhou Foster Applied Materials Co., Ltd. and to enhance the board's operational efficiency and decision-making quality [2] Board of Directors and Its Powers - The board consists of 9 directors, including 3 independent directors and 1 employee representative [13] - The board has various powers, including convening shareholder meetings, executing resolutions, determining business plans and investment proposals, and formulating profit distribution plans [14] Committees of the Board - The board establishes several specialized committees, including the Audit Committee, Strategic and Sustainable Development Committee, Nomination Committee, and Compensation and Assessment Committee, which are responsible to the board [3][4] - The Audit Committee must have a majority of independent directors and be chaired by a professional accountant [3] Chairman of the Board - The chairman is elected by a majority of the board and has the authority to convene and preside over meetings, supervise the execution of board resolutions, and manage information disclosure [4][5] Secretary of the Board - The board secretary is responsible for managing information disclosure, coordinating communication with investors, and preparing board and shareholder meetings [6][7] - The secretary must possess necessary professional knowledge and adhere to ethical standards [5] Board Meetings - The board must hold at least two meetings annually, with the chairman responsible for convening and presiding over these meetings [8] - Special meetings can be called under specific circumstances, with notifications sent at least 5 days in advance [8][9] Voting and Resolutions - A quorum requires the presence of more than half of the directors, and resolutions must be passed by a majority vote [10] - Directors with conflicts of interest cannot vote on related matters, ensuring that decisions are made by independent directors [10][11] Record Keeping - Meeting records must be maintained for at least ten years and should include details such as meeting dates, attendees, and voting results [12][13] Amendments and Implementation - The rules are subject to approval by the shareholders and can be amended by the board [14]

英科再生资源股份有限公司 总经理工作细则 第一章 总 则 第一条 为进一步完善英科再生资源股份有限公司（以下简称"公司"）治理 结构，促进公司经营管理的制度化、规范化、科学化，提高公司运作效率，保障 股东合法权益，根据《中华人民共和国公司法》 结合公司的实际情况，特制定本细则。 第二条 公司设总经理一名，副总经理若干，总经理对董事会负责，执行董 事会决议。 第三条 公司日常生产经营管理实行总经理负责制，全面负责公司的生产、 经营和管理活动，形成以总经理为中心的经营管理体制。 第四条 总经理执行公司的有关决议，定期向董事会报告工作。 第二章 总经理任职资格及任免 第五条 有下列情形之一的，不得担任公司总经理： （一） 无民事行为能力或者限制民事行为能力； （以下简称" $$\langle\langle\lambda\overline{{{\Xi}}}|\lambda\rangle\stackrel{\leftrightarrow}{\to}\rangle\stackrel{\leftrightarrow}{\to}$$ 《英科 再生资源股份有限公司章程》 （以下简称"《公司章程》"）及有关法律法规的规定， （二 ...