General Provisions - The purpose of the Nomination Committee's working rules is to standardize the selection of directors and senior management, optimize the composition of the board, and improve corporate governance structure in accordance with relevant laws and regulations [1][2] - The Nomination Committee is a specialized working body established by the board of directors, responsible for formulating selection criteria and procedures for directors and senior management, searching for candidates, and making recommendations [1][2] Composition of the Nomination Committee - The Nomination Committee consists of three directors, with a majority being independent directors [2] - The nomination methods for committee members include nominations by the chairman, a majority of independent directors, or more than one-third of all directors [2] Responsibilities and Authority - The Nomination Committee has the authority to propose suggestions regarding the size and composition of the board based on the company's operational activities, asset scale, and shareholding structure [2][3] - It is responsible for researching and formulating selection criteria and procedures for directors and senior management, as well as recommending qualified candidates [2][3] Meeting Procedures - The Nomination Committee meetings can be convened by the chairperson or upon proposal by committee members, requiring at least two-thirds of the members to be present for the meeting to be valid [4][5] - Meeting notifications must be sent at least five days in advance, detailing the date, location, agenda, and date of notification [4][5] Voting and Decision-Making - Each committee member has one vote, and decisions require a majority approval from all members present [6][7] - If a member has a direct or indirect interest in the agenda, they must abstain from voting, and if the number of attendees falls below three, the matter must be submitted to the board for review [6][7] Miscellaneous - The working rules are subject to interpretation and revision by the board of directors, and any matters not covered will follow national laws and regulations [8]

Core Points - The article outlines the establishment and operational guidelines of the Nomination Committee of Greeenmei Co., Ltd, aimed at optimizing the composition of the board of directors and enhancing corporate governance [1][2][3] - The Nomination Committee is responsible for proposing selection criteria and procedures for directors and senior management, searching for candidates, and making recommendations [1][3][9] Section Summaries General Provisions - The Nomination Committee is a specialized working body set up by the board of directors to draft selection standards and procedures for directors and senior management [1] - The committee is tasked with searching for candidates and making recommendations to the board [1] Composition of the Nomination Committee - The committee consists of three directors, with a majority being independent directors [2][4] - The chairperson of the committee is an independent director, elected by committee members and approved by the board [2] Responsibilities and Authority - The committee has the authority to suggest the size and composition of the board based on the company's operational activities, asset scale, and shareholding structure [9] - It is responsible for researching and drafting selection standards for directors and senior management, as well as reviewing and recommending candidates [9] Meeting Procedures - Meetings can be convened by the chairperson or upon proposal by committee members, requiring at least two-thirds of members to be present [11][12] - The committee must maintain confidentiality regarding non-public information discussed during meetings [14] Voting and Decision-Making - Each committee member has one vote, and decisions require a majority approval from all members [19] - If a member has a direct or indirect interest in a matter, they must abstain from voting [21] Additional Provisions - The committee may hire external agencies for decision-making assistance, with costs covered by the company [22] - The working rules are subject to interpretation and revision by the board of directors [24]

格林美股份有限公司 第一章 总 则 第一条 为进一步建立健全格林美股份有限公司（以下简称"公司"）董事（非 独立董事）及高级管理人员的考核和薪酬管理制度，完善公司治理结构，根据《中 华人民共和国公司法》、《上市公司治理准则》等法律、法规、规范性文件和《格 林美股份有限公司章程》（以下简称"《公司章程》"）的规定，公司董事会设立薪 酬与考核委员会，并制定本工作细则。 第二条 董事会薪酬与考核委员会是董事会设立的专门工作机构，主要职责为： （一）研究董事与高级管理人员考核的标准，进行考核并提出建议； （二）研究和审查董事、高级管理人员的薪酬政策与方案。 第三条 本工作细则所称董事是指在公司领取薪酬的董事，高级管理人员是指 董事会聘任的总经理、副总经理、董事会秘书、财务总监及经董事会聘任的其他高 级管理人员。 第二章 薪酬与考核委员会的组成 第四条 薪酬与考核委员会成员由三名董事组成，其中独立董事两名。 第五条 薪酬与考核委员会委员（以下简称"委员"）由董事长、过半数独立董 事或者全体董事的三分之一以上提名，并由董事会选举产生。 第九条 薪酬与考核委员会负责制定董事、高级管理人员的考核标准并进行考 核，制定、审查董 ...

Core Points - The establishment of a Strategic Committee aims to enhance the company's core competitiveness and improve decision-making processes [1][2] - The Strategic Committee is responsible for researching and proposing suggestions on the company's development strategy and major investment decisions [1][2] - The committee consists of three directors, including at least one independent director, and is elected by the board [2][3] Structure of the Strategic Committee - The committee is chaired by a director, who is elected from among the committee members and approved by the board [2] - The term of the committee members aligns with that of the board, and members can resign by submitting a written report [2][3] Responsibilities and Authority - The Strategic Committee has the authority to research and propose suggestions on long-term development strategies, major investment decisions, and significant capital operations [3][4] - The committee is accountable to the board and must submit resolutions and related proposals for board review [3][4] Meeting Procedures - Meetings are convened as needed, requiring attendance from at least two-thirds of the committee members to be valid [4][5] - The committee can utilize various meeting formats, including in-person and virtual meetings, and must maintain confidentiality regarding non-public information [4][5] Documentation and Compliance - Meeting records must be kept, and the committee can hire external advisors for decision-making support, with costs covered by the company [5][6] - The working rules of the committee will be revised as necessary to comply with relevant laws and regulations [6]

Core Viewpoint - The company has established a set of regulations to enhance its governance, improve internal control, and ensure high-quality information disclosure, particularly to protect the rights of all shareholders, especially minority shareholders [1]. Group 1: Governance and Oversight - The audit committee is responsible for overseeing the preparation and disclosure of the annual report, ensuring compliance with relevant laws and regulations [1]. - Audit committee members are required to actively participate in training organized by regulatory bodies to stay updated on annual report requirements [1][2]. - The audit committee must communicate with the auditing firm regarding the audit plan, team composition, risk assessment, and key audit areas before the audit begins [2]. Group 2: Reporting and Communication - After the fiscal year ends, the management must report the company's operational status and significant developments to the audit committee [2]. - The audit committee is tasked with reviewing the financial statements prepared by the company before the auditors commence their work and providing written opinions [2][3]. - The audit committee must meet with the auditors to discuss any issues identified during the audit process before the final audit opinion is issued [2][3]. Group 3: Audit Committee Responsibilities - The audit committee must ensure that the financial reports and internal control evaluations are approved by a majority of its members before submission to the board [3]. - The committee should remain vigilant regarding changes in the auditing firm, especially if there are multiple changes within a short period or if the proposed firm has a history of quality issues [3]. - The designated board secretary is responsible for facilitating communication between the audit committee, the auditing firm, and the management [4]. Group 4: Confidentiality and Compliance - Audit committee members are obligated to maintain confidentiality during the annual report preparation and review process to prevent insider trading and information leaks [5]. - During the annual report period, committee members are prohibited from trading the company's stock [5]. - The regulations will take effect upon approval by the company's board of directors and will be interpreted by the board [5].

格林美股份有限公司 第一章 总则 第一条 为强化格林美股份有限公司（以下简称"公司"）董事会决策功能、 公司内部控制，明确内部控制规范，切实做到事前审计、专业审计，完善公司内 部控制程序，根据《中华人民共和国公司法》（以下简称"《公司法》"）、《上 市公司治理准则》、《深圳证券交易所上市公司自律监管指引第 1 号——主板上 市公司规范运作》等有关法律法规、规范性文件以及《格林美股份有限公司章程》 （以下简称"《公司章程》"）的有关规定，公司特设立董事会审计委员会，并制 定本工作细则。 第二条 董事会审计委员会是董事会按照股东会决议设立的专门工作机构， 主要负责公司内、外部审计的沟通、监督和核查工作，行使《公司法》规定的监 事会的职权。 审计委员会对董事会负责，审计委员会的提案提交董事会审议决定。 （三）由全体董事的三分之一以上提名。 审计委员会委员由股东会选举产生。 第五条 审计委员会设主任委员（召集人）一名，由独立董事委员中的会计 专业人士担任，负责主持委员会工作。主任委员由审计委员会在委员内选举，并 报请董事会批准产生。主任委员临时不能履行职务或不履行职务时，由过半数委 员共同推举一名委员代履行职务，但该 ...

证券代码：002340 证券简称：格林美 公告编号：2025-083 格林美股份有限公司 本公司及董事会全体成员保证信息披露的内容真实、准确、完整， 没有虚假记载、误导性陈述或重大遗漏。 一、董事会会议召开情况 格林美股份有限公司（以下简称"公司"）第七届董事会第六次会议通知已于 议于2025年8月21日在荆门市格林美新材料有限公司会议室以现场和视频相结合 的表决方式召开。本次会议应参加会议的董事6人，实际参加会议的董事6人。出 席会议的人数超过董事总数的二分之一，表决有效。会议由公司董事长许开华先 生主持，会议召开的时间、地点及方式均符合《中华人民共和国公司法》及《公 司章程》的有关规定。 二、董事会会议审议情况 | 号 | | 情况 | 东会审议 | | --- | --- | --- | --- | | 序 | | 变更 | 是否提交股 | | | 制度名称 | | | 号 情况 东会审议 修订及制定后的制度全文详见公司指定信息披露媒体巨潮资讯网 （http://www.cninfo.com.cn）披露的相关内容。 （一）会议以6票同意、0票反对、0票弃权，审议通过了《关于修订 <公司> 章程>及相关议 ...

Core Viewpoint - The board of directors of Zhejiang Siling Automotive Bearing Co., Ltd. held its tenth meeting of the fourth session, where several key resolutions were passed regarding the company's operations and governance structure [1][2][3]. Meeting Details - The meeting was convened on August 22, 2025, with all five directors present, and the procedures complied with relevant laws and regulations [1]. Resolutions Passed - The board approved the 2025 semi-annual report and its summary, confirming that the report accurately reflects the company's operational status without any misleading statements [2]. - A special report on the management and use of raised funds was also approved, indicating compliance with legal requirements and no violations in fund usage [2]. - The board proposed changes to the company's registered capital and the abolition of the supervisory board, with the audit committee taking over its responsibilities [3]. - The board agreed to postpone certain fundraising projects without altering the investment scale or direction, ensuring no adverse impact on the company's operations [6]. - The reappointment of Tianjian Accounting Firm as the financial auditor for 2025 was approved, emphasizing the firm's professionalism and continuity in auditing [6]. - The board proposed the establishment and revision of governance-related systems to enhance operational compliance and governance structure [6]. - A resolution was made to convene the first extraordinary general meeting of shareholders in 2025 on September 10, 2025 [10].

Core Points - The article outlines the draft working rules for the Remuneration and Assessment Committee of Greeenmei Co., Ltd, aimed at improving the governance structure and management of remuneration for directors and senior management [1][2] - The committee is responsible for establishing assessment standards, reviewing remuneration policies, and ensuring compliance with relevant laws and regulations [1][3] Group 1: General Provisions - The committee is established to enhance the assessment and remuneration management system for directors and senior management [1] - It operates under the guidelines of the Company Law of the People's Republic of China and the Hong Kong Listing Rules [1] Group 2: Composition of the Committee - The committee consists of three directors, with a majority being independent directors [2] - The chairperson of the committee is an independent director, responsible for leading the committee's work [2] Group 3: Powers of the Committee - The committee is tasked with formulating assessment standards and remuneration policies for directors and senior management [3] - It must ensure that no director participates in determining their own remuneration [3] Group 4: Decision-Making Procedures - The committee's meetings can be regular or temporary, requiring a two-thirds attendance for validity [5] - Decisions made by the committee must be documented and reported to the board of directors [6][7] Group 5: Confidentiality and Compliance - All members and attendees of the committee meetings are bound by confidentiality regarding the discussed matters [6] - The working rules will be effective upon the approval of the board and the listing of H shares on the Hong Kong Stock Exchange [7]

Core Viewpoint - The company, Xi'an Taijin New Energy Technology Co., Ltd. (hereinafter referred to as "Taijin New Energy"), is experiencing rapid growth in the high-end electrolysis equipment sector, with a compound annual growth rate (CAGR) of nearly 50% in revenue, but faces significant financial and operational challenges, including deteriorating cash flow and historical governance issues [1][2][4]. Financial Performance - Revenue increased from approximately 1.005 billion yuan in 2022 to 2.194 billion yuan in 2024, with a CAGR of 47.78%. Net profit attributable to shareholders rose from 98 million yuan to 195 million yuan during the same period [2]. - The company's asset-liability ratio remained high, recorded at 91.35% in 2022, 92.04% in 2023, and 84.86% in 2024. Contract liabilities, primarily customer prepayments, accounted for a significant portion of this debt, with balances of 1.570 billion yuan, 2.383 billion yuan, and 1.465 billion yuan at year-end [4][5]. - Research and development (R&D) expenses increased steadily from 37.55 million yuan in 2022 to 71.84 million yuan in 2024, but the R&D expense ratio fluctuated due to rapid revenue growth, recorded at 3.74%, 2.91%, and 3.27% respectively [4][11]. Cash Flow and Operational Risks - The company's operating cash flow showed extreme volatility, with net inflows of 236 million yuan and 210 million yuan in 2022 and 2023, respectively, turning into a net outflow of 470 million yuan in 2024, indicating a significant cash flow crisis [4][15]. - The reliance on customer prepayments for operational funding creates a risk of cash flow pressure during downturns in demand, as evidenced by a reduction in contract liabilities by approximately 919 million yuan from 2023 to 2024, leading to a drastic cash flow decline [9][18]. Governance and Financial Management - The decision to distribute a large cash dividend of 60 million yuan, representing 61% of the 2022 net profit, raised concerns about the company's capital allocation and governance, especially given its high leverage and reliance on prepayments [21][24]. - The company admitted to engaging in "turn-loan" practices, which involved obtaining loans through third parties to circumvent banking restrictions, highlighting significant governance and compliance issues [26][27]. Conclusion - Taijin New Energy is positioned as a leading player in the high-end equipment sector with strong growth potential, but it faces critical challenges related to cash flow stability and governance practices. The reliance on customer prepayments for funding and the recent governance issues underscore the need for careful evaluation by potential investors [30][32].