Core Points - The board of directors of Ningbo Xusheng Group Co., Ltd. held its ninth meeting of the fourth session on August 27, 2025, where all six directors were present and the meeting complied with relevant laws and regulations [1][2] Group 1: Meeting Decisions - The board approved the 2025 semi-annual report and its summary to fairly reflect the financial status and operational results for the first half of 2025, adhering to various disclosure and accounting standards [1][2] - The board approved a special report on the storage and actual use of raised funds for the first half of 2025, in compliance with legal and regulatory requirements [2] - The board approved the temporary use of up to 100 million yuan of idle raised funds to supplement working capital, ensuring that this does not affect the normal investment plans [3] - The board approved the proposal to cancel the supervisory board, change registered capital, and amend the company's articles of association and related rules, pending shareholder approval [4][5] - The board approved the evaluation report of the "Quality Improvement and Efficiency Enhancement Action Plan" for 2024 and the first half of 2025, aligning with the company's strategic goals [5] - The board proposed to convene the first extraordinary general meeting of 2025 to review related proposals that require shareholder approval [6]

Group 1 - The company held its 14th meeting of the 12th Board of Directors on August 26, 2025, with all 9 directors present, complying with relevant laws and regulations [1] - The Board approved the 2025 semi-annual report, confirming that it accurately reflects the company's financial status and operational results, adhering to legal and regulatory requirements [2][3] - The Board decided to cancel the Supervisory Board and amend the Articles of Association to enhance corporate governance, with the powers of the Supervisory Board being transferred to the Audit Committee [2][3] Group 2 - The company plans to hold the 2025 third extraordinary general meeting of shareholders on September 12, 2025, to review the approved matters [5]

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]

Core Viewpoint - The document outlines the operational guidelines and responsibilities of the General Manager of Hangzhou Tianmu Mountain Pharmaceutical Co., Ltd, emphasizing governance structure, qualifications, duties, and reporting mechanisms [1][2][3]. Group 1: General Provisions - The guidelines aim to improve the governance structure of the company and clarify the powers and responsibilities of the General Manager [1]. - The document applies to the General Manager and senior management team members, including the Deputy General Manager, Board Secretary, and Chief Financial Officer [1]. Group 2: Qualifications and Appointment Procedures - The General Manager is appointed by the Board Chairman and must meet specific qualifications, including management experience, ability to motivate employees, and integrity [4][5]. - Individuals with certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities, are prohibited from serving as General Manager [2]. Group 3: Duties and Responsibilities of Senior Management - The General Manager is responsible for implementing Board resolutions, managing daily operations, and reporting to the Board [3][4]. - Senior management must not hold administrative positions in other companies controlled by the major shareholders [3]. Group 4: General Manager's Authority - The General Manager has the authority to make decisions on company operations, including financial management and contract signing, within the limits set by the Board [4]. - The General Manager must report on the execution of Board decisions and any significant operational changes [4][5]. Group 5: Reporting and Evaluation - The General Manager is required to regularly report to the Board and the Audit Committee on significant contracts, financial status, and operational performance [9][10]. - Performance evaluation of the General Manager is conducted by the Board, linking compensation to company performance and individual achievements [10]. Group 6: Meeting Procedures - The General Manager's office meetings are structured to discuss major operational issues and implement Board decisions, with specific schedules for regular meetings [6][7]. - Meeting minutes must be documented, including key decisions and participant details [8]. Group 7: Dismissal Procedures - The Board must dismiss the General Manager under specific circumstances, such as the end of the term without reappointment or failure to meet qualifications [18]. Group 8: Miscellaneous Provisions - The guidelines will be interpreted by the Board and will be revised as necessary, ensuring compliance with relevant laws and regulations [28][30].

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 ...