一、董事会会议召开情况 杭州天目山药业股份有限公司（以下简称"公司"）于 2025 年 8 月 26 日以 现场结合通讯表决方式召开了第十二届董事会第十四次会议。本次会议通知及会 议材料于 2025 年 8 月 16 日以电子或书面的方式送达各位董事。本次会议应出席 董事 9 名，实际出席董事 9 名。会议由董事长刘加勇先生主持，公司监事、高级 管理人员列席会议。 本次会议的召开符合《中华人民共和国公司法》和《公司章程》的有关规定。 本次会议审议情况如下： 二、董事会会议审议情况 经与会董事表决，会议审议并通过了如下决议： （一）审议并通过《关于公司 2025 年半年度报告全文及摘要的议案》 证券代码：600671 证券简称：天目药业 公告编号：临 2025-034 杭州天目山药业股份有限公司 第十二届董事会第十四次会议决议公告 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、准确性和完整性承担法律责任。 限公司监事会议事规则》相应废止，公司其他各项制度中尚存的涉及监事会及监 事的规定不再适用， 《公司法》规定的监事会职权由董事会审计委员会行使。并废 止《 ...

General Principles - The purpose of the implementation rules is to enhance the company's risk management, internal control, and audit system, ensuring effective supervision of financial information and protecting shareholder rights [1][2] - The Audit Committee is established as a specialized working body of the Board of Directors, responsible for reviewing financial information and supervising internal and external audits [1][2] Composition of the Audit Committee - The Audit Committee consists of three members appointed by the Board of Directors, with a majority being independent directors and a professional accountant serving as the chairperson [2][3] - Members must possess relevant professional knowledge and experience to effectively oversee and evaluate audit work [2][3] Responsibilities and Authority - The Audit Committee is responsible for reviewing financial information, supervising external audit work, and assessing internal controls [4][5] - Key responsibilities include proposing the hiring or replacement of external auditors, reviewing financial reports, and ensuring compliance with laws and regulations [4][5][6] - The Committee must approve certain matters before submission to the Board, including financial disclosures and the hiring of auditors [10][11] Internal Audit Oversight - An internal audit department operates under the Audit Committee, which supervises its activities and ensures effective internal control [7][8] - The Committee is tasked with reviewing the internal audit plan and ensuring that significant issues are reported to the Board [8][9] Meeting Procedures - The Audit Committee must meet at least quarterly, with additional meetings called as necessary [13][14] - Decisions require a majority vote, and members must disclose any conflicts of interest [26][27] Reporting and Accountability - The Audit Committee is accountable to the Board and must report on its activities, including evaluations of external auditors [15][16] - The Committee can propose the convening of temporary shareholder meetings if necessary [21][22] Implementation and Amendments - The rules take effect upon approval by the Board and can be amended following the same process [33][34]

杭州天目山药业股份有限公司总经理工作细则 杭州天目山药业股份有限公司 总经理工作细则 （2025 年 8 月修订） 第一章 总 则 第一条 为完善杭州天目山药业股份有限公司（以下简称"公 司"）的治理结构，明确总经理职权、权限，根据中华人民共和国公 司法（以下简称"《公司法》"）、《上海证券交易所股票上市规 则》和《上市公司自律监管指引第 1 号——规范运作》等法律、法规 以及《杭州天目山药业股份有限公司章程》（以下简称"公司章 程"）的规定，结合本公司实际，特制订本工作细则。 第二条 本细则适用人员范围为总经理经营班子成员，即总经理、 副总经理、董事会秘书、财务总监。 第三条 总经理主持公司日常经营和管理工作，组织实施董事会决 议，对董事会负责。公司经理人员履行职权，应符合相关法律法规、 规范性文件和《公司章程》的规定，并遵守本细则的规定。 第二章 总经理的任职资格与任免程序 第四条 公司设总经理一名，由董事长提名，并经董事会聘任或解 聘。总经理对董事会负责，履行《公司章程》规定的职权。 第五条 总经理任职应当具备下列条件： （一）有较丰富的管理知识和实践经验，具有较强的经营管理能 力； （二）有调动员工积 ...

Core Viewpoint - The article outlines the working rules and responsibilities of the Strategic Committee of Hangzhou Tianmu Mountain Pharmaceutical Co., Ltd., emphasizing the importance of enhancing corporate governance and decision-making processes for long-term strategic development [1][2]. Group 1: General Provisions - The Strategic Committee is established to improve corporate governance and ensure the rationality of long-term development strategies and plans [1]. - The committee is accountable to the Board of Directors and operates under the guidelines of the company's articles of association and relevant regulations [1][2]. Group 2: Composition - The committee consists of 3 to 5 directors, including at least one expert in management, law, or product development [2]. - The committee members are nominated by the chairman or independent directors and elected by the Board [2]. Group 3: Responsibilities and Authority - The main responsibilities include researching long-term development strategies, major investments, sustainable development, and ESG governance [4]. - The committee evaluates internal and external environmental changes affecting the company's strategic position and market strategies [4]. - It also reviews major investment and financing plans, assesses significant ESG matters, and guides subsidiaries in implementing strategic and risk management policies [4][5]. Group 4: Work Procedures - The committee operates as a non-full-time body, conducting regular and ad-hoc meetings as needed [5]. - Relevant departments are responsible for providing timely and accurate information to support the committee's work [5][6]. Group 5: Meeting Rules - Meetings require the presence of at least two-thirds of the members to be valid, and decisions are made by a majority vote [6][7]. - The committee can invite external experts for professional opinions, with costs covered by the company [7][8].

Core Points - The article outlines the work rules of the Audit Committee of Hangzhou Tianmu Mountain Pharmaceutical Co., Ltd, emphasizing the importance of internal control and financial oversight [1][2][3] Group 1: General Provisions - The Audit Committee is established to enhance corporate governance and ensure effective supervision of financial activities [1] - The committee operates independently and reports directly to the Board of Directors [1][2] Group 2: Composition of the Committee - The committee consists of at least three directors who are not senior management, with a majority being independent directors, including at least one accounting professional [2] - The term of committee members aligns with that of the Board, with independent directors limited to a maximum of six consecutive years [2][3] Group 3: Responsibilities and Authority - The main responsibilities include supervising external audit work, evaluating internal audit processes, and reviewing financial information [3][4] - The committee must approve significant financial disclosures and the hiring or dismissal of external auditors before submission to the Board [3][4] Group 4: Internal Audit Oversight - The committee supervises the internal audit department, ensuring it operates effectively and reports directly to the committee [9][10] - Internal audit findings must be reported to the committee, which also evaluates the effectiveness of internal controls [10][11] Group 5: Meeting Procedures - The committee holds regular meetings at least quarterly, with special meetings convened as necessary [28][29] - Decisions require a majority vote from attending members, and detailed records of meetings must be maintained [30][31] Group 6: Reporting and Evaluation - The committee is required to submit annual reports on its activities and evaluations of external auditors to the Board [15][16] - It also has the authority to propose the convening of extraordinary shareholder meetings when necessary [6][7]

General Principles - The rules aim to standardize the decision-making process and enhance the operational efficiency of the board of directors of Hangzhou Tianmu Mountain Pharmaceutical Co., Ltd. [1] - The board consists of 9 directors, including 3 independent directors, and is led by a chairman elected by a majority of the board [1][2]. Board Authority and Responsibilities - The board is responsible for convening shareholder meetings, reporting to shareholders, executing resolutions, and making key decisions regarding the company's operations and investments [2][3]. - The chairman has specific powers, including presiding over meetings, signing important documents, and making emergency decisions in extraordinary circumstances [3]. Meeting Procedures - Board meetings are categorized into regular and temporary meetings, with at least one regular meeting held in each half of the year [4][5]. - A temporary meeting must be convened under certain conditions, such as a request from shareholders holding over 10% of voting rights or a proposal from one-third of the directors [4][5]. Voting and Decision-Making - Decisions require a majority of the board members to be present, and proposals must be clearly stated in the meeting notice [10][12]. - Voting is conducted by a show of hands or written ballot, with options for approval, disapproval, or abstention [20][22]. Documentation and Record-Keeping - Meeting records must include details such as the date, attendees, agenda, and voting results, and should be signed by the directors [30][31]. - The board secretary is responsible for managing meeting archives, which must be kept for at least 10 years [36][41].

General Principles - The purpose of the audit committee is to enhance the supervision of the company's financial information, internal control, and auditing processes, establishing a robust internal supervision mechanism [1] - The company must provide necessary working conditions and resources for the audit committee, ensuring that management and relevant departments cooperate with the committee's duties [1][2] Composition and Qualifications - The audit committee is composed of members elected by the board of directors, including employee representatives [1][2] - Members must possess professional knowledge, experience, and integrity to effectively supervise and evaluate internal and external audit work [2] Responsibilities and Authority - The audit committee is responsible for recommending the hiring or replacement of external auditors and reviewing their fees and terms without undue influence from major shareholders or management [3][5] - It supervises and evaluates the internal audit work, ensuring that internal auditors report significant issues directly to the committee [4][6] - The committee reviews the company's financial reports, focusing on the accuracy and completeness of financial information and addressing any potential fraud or misstatements [4][5] Oversight of Auditors - The audit committee oversees the hiring of external auditors and evaluates their performance, ensuring compliance with industry standards [5][6] - It is tasked with guiding internal audit institutions in conducting checks and evaluations of internal controls and risk management [6][7] Meeting Procedures - The audit committee must hold at least one regular meeting each quarter and can convene additional meetings as necessary [9][10] - Decisions require a majority vote from committee members, and members with conflicts of interest must recuse themselves from discussions [10][11] Reporting and Documentation - The audit committee is required to report its annual performance and activities alongside the company's annual report [2][4] - Meeting records and related documents must be accurately maintained for a period of ten years [11][12]

Core Points - The article outlines the implementation rules for the Remuneration and Assessment Committee of the Board of Directors of Ningbo Xusheng Group Co., Ltd, aimed at improving the governance structure and management of remuneration for directors and senior management [2][3] Group 1: General Provisions - The purpose of the rules is to establish a sound assessment and remuneration management system for directors and senior management, in accordance with relevant laws and regulations [2][3] - The Remuneration and Assessment Committee is a specialized committee under the Board of Directors, responsible for formulating assessment standards and remuneration policies for directors and senior management [3][6] Group 2: Composition of the Committee - The committee consists of three directors, with independent directors making up more than half of the members [4][5] - The committee is chaired by an independent director, elected by the committee members and approved by the Board [6][7] Group 3: Responsibilities and Authority - The committee is responsible for developing assessment standards and remuneration policies for directors and senior management, and must report its recommendations to the Board [6][9] - Any remuneration plans proposed by the committee must be approved by the Board and submitted for shareholder approval before implementation [10][11] Group 4: Decision-Making Procedures - The committee's working group is tasked with preparing necessary materials for decision-making, including financial indicators and performance evaluations [7][8] - The evaluation process for directors and senior management includes self-assessment and performance evaluation based on established standards [8][9] Group 5: Meeting Rules - Committee meetings require the presence of at least two-thirds of the members to be valid, and decisions must be approved by a majority [9][10] - Meetings can be held in person or via other means, ensuring all members can communicate effectively [10][11] Group 6: Miscellaneous Provisions - The rules are subject to relevant laws and regulations, and any amendments will be executed in accordance with these provisions [11]

宁波旭升集团股份有限公司 董事会提名委员会实施细则 宁波旭升集团股份有限公司 董事会提名委员会实施细则 （2025 年 8 月） 第一章 总 则 第一条 为规范公司领导人员的产生,优化董事会组成,完善公司治理结构,根据《中 华人民共和国公司法》《中华人民共和国证券法》《上市公司治理准则》《宁波旭升集 团股份有限公司章程》（以下简称"公司章程"）及其他有关规定,公司特设立董事会 提名委员会,并制定本细则。 第二条 董事会提名委员会是董事会下设的专门委员会,对董事会负责，向董事会报 告工作。提名委员会主要负责对公司董事和高级管理人员的人选、选择标准和程序进行 选择并提出建议。 第二章 人员组成 第三条 提名委员会成员由三名董事组成, 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、二分之一以上独立董事或者全体董事的三分之 一提名,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,由独立董事委员担任,负责主持委 员会工作；主任委员在委员内选举,并报请董事会批准后产生。 第六条 提名委员会任期与董事会任期一致,委员任期届满,连选可以连任，但独立 董事连任的时间不得超过六年。期间如有委员不再担 ...

Group 1 - The company held the third meeting of the ninth supervisory board on August 26, 2025, via communication methods, with all three supervisors present and voting [1][2] - The supervisory board approved the 2025 semi-annual report, affirming that the information accurately reflects the company's operational management and financial status for the first half of 2025 [1][2] - The board also approved a proposal regarding the write-off of certain receivables and other receivables, confirming that these have been fully provisioned for bad debts and will not impact the current or previous financial results [2]