悍高集团股份有限公司 第一章 总则 第一条 为了进一步规范悍高集团股份有限公司（以下简称"公司"）董事会的 议事方式和决策程序，促使本公司董事和董事会有效地履行其职责，提高董事会规 范运作和科学决策水平，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》《上市公司治理准则》《深圳证券交易所股票上市规则》 以及《悍高集团股份有限公司章程》（以下简称"《公司章程》"）等有关规定，制定 本规则。 第二条 董事会是公司经营决策的常设机构，是股东会的执行机构，执行股东 会通过的各项决议，向股东会负责及报告工作，根据相关法律、法规和《公司章程》 的规定行使职权。 第三条 董事会下设董事会办公室，处理董事会日常事务。董事会秘书兼任董 事会办公室负责人，保管董事会印章。 第二章 董事会的组成 悍高集团股份有限公司董事会议事规则 第四条 董事会由 6 名董事组成，其中独立董事占董事会成员的比例不得低于 第五条 存在《公司法》以及《公司章程》中规定不得担任董事情形的人员， 不得担任公司的董事。 第六条 董事由股东会选举或者更换，并可在任期届满前由股东会解除其职务。 董事任期 3 年，任期届满可连选连 ...

Core Points - The company is named Higold Group Co., Ltd., established in accordance with the Company Law of the People's Republic of China, with a registered capital of RMB 400.01 million [1][2] - The company aims to enhance the quality of human life by creating a globally recognized home hardware brand, focusing on innovation and providing a one-stop premium experience platform [1][2] - The company is authorized to issue 40.01 million shares, all of which are ordinary shares, with a par value of RMB 1 per share [2][3] Company Structure - The company is a joint-stock limited company, registered in Shunde District, Foshan City, with a unified social credit code [1] - The legal representative of the company is the chairman, who is also a director responsible for executing company affairs [1] - The company has established a Communist Party organization to conduct activities in accordance with the Party's regulations [1] Business Scope - The company's business scope includes research and development, manufacturing, wholesale, and retail of hardware products, kitchenware, household appliances, and various other related products [1][2] - The company is also involved in the development of new materials, internet sales, and various consulting services [2] Share Issuance and Management - The company follows principles of openness, fairness, and justice in issuing shares, ensuring equal rights for all shares of the same type [2][3] - The company can increase capital through various methods, including issuing shares to unspecified objects or existing shareholders [3][4] - The company is prohibited from providing financial assistance for others to acquire its shares, except under specific conditions approved by the board of directors [2][3] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, attend meetings, supervise management, and transfer their shares [6][7] - The company maintains a shareholder register based on records from the securities registration agency, ensuring transparency in ownership [6] - Shareholders are obligated to comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [11][12] Governance and Decision-Making - The company’s board of directors is responsible for convening shareholder meetings and making key decisions, including profit distribution and capital changes [13][14] - Shareholder meetings can be called by the board or by shareholders holding more than 10% of the shares, ensuring active participation in governance [18][19] - The company must disclose information regarding significant transactions and related party transactions to maintain transparency and protect shareholder interests [14][15]

General Provisions - The purpose of the work guidelines is to improve the corporate governance structure of the company in accordance with modern enterprise systems and relevant laws [1] - The guidelines apply to the general manager, deputy general managers, financial directors, and other senior management personnel as defined in the company's articles of association [2] Appointment and Dismissal Procedures - The company has one general manager, appointed or dismissed by the board of directors based on the chairman's nomination and the board's nomination committee review [3] - Several deputy general managers (including the financial director) are appointed by the general manager, subject to board approval [4] - Directors can concurrently serve as general managers or other senior management positions, but such directors must not exceed half of the total number of directors [4] Powers and Responsibilities of the General Manager - The general manager is responsible to the board of directors and has the authority to manage the company's operations, implement board resolutions, and report on work progress [6] - The general manager is tasked with organizing the annual business plan and investment proposals, as well as establishing internal management structures [6] - The general manager must ensure the authenticity of reports regarding major contracts, fund utilization, and profit and loss situations [8] General Manager's Office Meeting System - The company has a general manager's office meeting to discuss and make decisions on significant matters, including business plans and major administrative issues [12] - The general manager convenes and presides over these meetings, with participation from deputy general managers, financial directors, and other senior management [13] Reporting System - The general manager is required to report regularly or as needed to the board of directors, ensuring the accuracy of the information provided [17] - The audit department's reports must be submitted to both the general manager and the board's audit committee [19] Supplementary Provisions - In cases of resignation, dismissal, or expiration of term for the general manager, deputy general managers, or financial directors, the company has the right to conduct exit audits [21] - Any matters not covered by these guidelines will be governed by relevant laws, regulations, and the company's articles of association [22]

Group 1 - The board of directors of Shanghai Material Trade Co., Ltd. held its 20th meeting of the 10th session on August 29, 2025, via telecommunication voting, with all 9 directors present [1][2] - The board approved the 2025 semi-annual report, with unanimous consent from all directors [1][2] - The board approved the addition of non-independent director Ren Bo to the remuneration and assessment committee [1][2] Group 2 - The board approved the liquidation and deregistration of Shanghai Bailian Second-hand Vehicle Operating Co., Ltd., a wholly-owned subsidiary with a registered capital of 750,000 RMB, which has had no actual business since 2023 [2] - The board also approved the liquidation and deregistration of Shanghai Bailian Used Vehicle Brokerage Co., Ltd., another wholly-owned subsidiary with a registered capital of 200,000 RMB, which has similarly had no actual business since 2023 [2] - The board reviewed and approved the risk continuous assessment report of Bailian Group Financial Limited Liability Company, which was previously approved by the independent directors [2][3]

Core Points - The company is holding its first extraordinary general meeting of shareholders in 2025 to ensure the rights of all shareholders and maintain order and efficiency during the meeting [3][5] - The agenda includes the announcement of the number of attending shareholders, legal review of qualifications, and voting on key proposals [5][7] - A significant proposal is to abolish the supervisory board and amend the company's articles of association, allowing the audit committee to assume the supervisory functions [8][9] Meeting Procedures - Shareholders must register according to the meeting notice and are entitled to speak, inquire, and vote, with speaking time limited to five minutes per shareholder [3][4] - The meeting will proceed with the announcement of the number of attending shareholders and their voting rights before voting takes place [4][6] - The results of the voting will be announced by the monitoring personnel, followed by the signing of resolutions by the board of directors [7][8] Proposed Amendments - The proposal to cancel the supervisory board aims to streamline governance and is in line with recent regulatory requirements [8][9] - Amendments to the articles of association will include changes to terminology and the removal of references to the supervisory board, reflecting the new governance structure [9][10] - The company will ensure that the current supervisory board continues to fulfill its duties until the proposal is approved [8][9]

东莞市宇瞳光学科技股份有限公司 第一章 总则 第一条 为健全和规范东莞市宇瞳光学科技股份有限公司（以下简称"公司"）总经理的 工作及总经理办公会议的议事和决策程序，保证公司经营、管理工作的顺利进行，进一步完 善公司法人治理结构，依据《中华人民共和国公司法》等法律法规和公司章程的相关规定， 制定本细则。 第二条 公司设总经理 1 名，可根据需要设副总经理若干名，均为公司经理级高级管理 人员。 董事可以兼任总经理、副总经理或其他高级管理人员。 第三条 有下列情形之一者，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； （二）因贪污、贿赂、侵占财产、挪用财产或者破坏社会主义市场经济秩序，被判处刑 罚，执行期满未逾五年，或者因犯罪被剥夺政治权利，执行期满未逾五年，被宣告缓刑的， 自缓刑考验期满之日起未逾二年； （三）担任破产清算的公司、企业的董事或厂长、经理，对该公司、企业的破产负有个 人责任的，自该公司、企业破产清算完结之日起未逾三年； （四）担任因违法被吊销营业执照、责令关闭的公司、企业的法定代表人，并负有个人 责任的，自该公司、企业被吊销营业执照、责令关闭之日起未逾三年； （五）个人因所负数额较 ...

广西柳药集团股份有限公司 董事会薪酬与考核委员会工作细则 （2025 年 8 月修订） 第一章 总则 第一条 为进一步建立健全广西柳药集团股份有限公司（以下简称"公司"） 董事、高级管理人员的薪酬与考核管理制度，完善公司治理结构，有效实施公司 人才发展战略，根据《中华人民共和国公司法》 经董事长提议并经董事会讨论通过，可对委员会委员在任期内进行调整。 《上市公司治理准则》 《上海证券 交易所上市公司自律监管指引第 1 号——规范运作》等法律、法规和规范性文件 及《广西柳药集团股份有限公司章程》（以下简称"《公司章程》"）等有关规定， 公司设立董事会薪酬与考核委员会（以下简称"薪酬与考核委员会"），并结合公 司实际情况，制订本细则。 第二条 薪酬与考核委员会是董事会下设的专门委员会，主要负责制定公司 董事、高级管理人员的考核标准并进行考核；制定、审查公司董事、高级管理人 员的薪酬决定机制、决策流程、支付与止付追索安排等薪酬政策与方案，并提出 建议。 第三条 本细则所称董事是指在公司领取薪酬的非独立董事；高级管理人员 是指董事会聘任的总裁、副总裁、董事会秘书、财务总监及由总裁提请董事会认 定的其他高级管理人员。 ...

广西柳药集团股份有限公司 董事会提名委员会工作细则 （2025 年 8 月修订） 第一章 总则 第一条 为完善广西柳药集团股份有限公司（以下简称"公司"）的法人治 理结构，规范董事会成员和高级管理人员的产生，优化董事会组成，根据《中华 人民共和国公司法》《上市公司治理准则》《上海证券交易所上市公司自律监管 指引第 1 号——规范运作》等法律、法规和规范性文件及《广西柳药集团股份有 限公司章程》（以下简称"《公司章程》"）等有关规定，公司设立董事会提名 委员会（以下简称"提名委员会"），并结合公司实际情况，制订本细则。 第二条 提名委员会是董事会下设的专门委员会，主要负责拟定董事、高级 管理人员的选择标准和程序，对董事、高级管理人员人选及其任职资格进行遴选、 审核并提出建议。 第二章 人员组成 第三条 提名委员会由三名董事组成，其中独立董事应当过半数。 第四条 提名委员会委员由董事长、1/2 以上独立董事或者全体董事的 1/3 以 上提名，并由董事会选举产生。 第五条 提名委员会设主任委员（召集人）一名，由独立董事担任，负责主 持委员会工作。提名委员会主任委员由董事长提名，并经全体董事过半数选举产 生。 第七条 ...

Core Viewpoint - Guangxi Liuyuan Group Co., Ltd. is undergoing significant changes in its corporate governance structure, including a capital reduction, the cancellation of the supervisory board, and amendments to its articles of association to enhance governance efficiency and compliance with regulations [1][3][4]. Capital Change Summary - The company has approved a capital reduction from RMB 398,863,861 to RMB 397,168,905 due to the repurchase and cancellation of 1,695,050 restricted shares [2][4]. - The conversion of convertible bonds has resulted in a total of 94 shares being converted from the "Liuyuan Convertible Bonds" since their issuance [1]. Cancellation of Supervisory Board - The decision to cancel the supervisory board is based on the need to align corporate governance with regulatory requirements and the company's operational realities, with the audit committee of the board taking over its responsibilities [3][4]. - The supervisory board will continue to fulfill its duties until the shareholders' meeting approves the cancellation [3]. Amendments to Articles of Association - The articles of association will be comprehensively revised to reflect the changes in capital structure and the cancellation of the supervisory board, including the removal of references to the supervisory board and the strengthening of responsibilities for controlling shareholders and independent directors [4][5]. - Specific amendments include the unification of terms related to the shareholders' meeting and the removal of the supervisory board section, along with adjustments to enhance governance effectiveness [4][5]. Other Governance System Revisions - The company plans to revise and establish several governance systems to improve operational standards, which will require shareholder approval for certain amendments [4][5]. - The proposed changes include updates to the management of shares held by directors and senior management, which will take effect upon board approval for most items [4].

Core Points - The audit committee of China Merchants Heavy Industry Special Transportation Co., Ltd. is established to enhance corporate governance and ensure effective supervision of external and internal audits [1][2] - The committee consists of three to five directors, with a majority being independent directors, and is responsible for overseeing financial reporting and internal controls [1][2][3] Group 1: Committee Structure - The audit committee is chaired by a director with accounting or financial management expertise, elected by committee members [2] - The committee members are elected by the board and serve a term aligned with the board's term [2] - The company must provide necessary working conditions for the audit committee [2] Group 2: Responsibilities and Authority - The audit committee's responsibilities include supervising external and internal audits, reviewing financial reports, and ensuring compliance with laws and regulations [11][12] - The committee must evaluate the independence and professionalism of external auditors and recommend their appointment or dismissal [13][14] - The committee is tasked with assessing the effectiveness of internal controls and reporting any significant deficiencies to the board [16][17] Group 3: Meeting Procedures - The audit committee must hold at least one meeting per quarter, with additional meetings as needed [19][20] - A quorum requires two-thirds of committee members to be present, and decisions are made by majority vote [21][22] - Meeting records must be kept, and members must maintain confidentiality regarding meeting matters [10][11] Group 4: Disclosure Requirements - The company is required to disclose the composition and professional background of the audit committee members [31] - Annual reports must include the audit committee's performance and meeting frequency [32] - Any significant issues identified by the audit committee that meet disclosure standards must be reported promptly [33][34]