苏州龙杰特种纤维股份有限公司 第一章 总则 第一条 为进一步完善公司法人治理结构，明确总经理的职权、职责，规范 总经理的行为，依据《公司法》和本公司章程，特制定本工作细则。 第二条 公司设总经理一名。 第三条 总经理对董事会负责，组织实施董事会决议，主持公司日常经营管 理工作。 第四条 总经理由董事会决定聘任或者解聘。 第五条 总经理每届任期三年，连聘可以连任。 第二章 总经理的职权 第六条 总经理行使下列职权： （一）主持公司的经营管理工作，组织实施董事会决议，并向董事会报告工 作； （二）组织实施公司年度经营计划和投资方案； （三）拟订公司内部管理机构设置方案； （四）拟订公司的基本管理制度； （五）制定公司的具体规章； （六）提请董事会聘任或者解聘公司副总经理及财务总监； （七）决定聘任或者解聘除应由董事会决定聘任或者解聘以外的负责管理人 员； （八）制定公司员工工资、福利和奖惩方案，年度调干和用工计划； （九）决定公司员工的聘用、升降级、加减薪、奖惩与辞退； （十）审批公司日常经营管理中的各项费用支出； （十一）在董事会授权额度内，决定公司财产的处置和固定资产的购置； （十二）在董事会授权额度内，审批 ...

Core Viewpoint - The company, Xi'an Shaangu Power Co., Ltd., is undergoing significant governance changes, including the cancellation of its supervisory board and the introduction of new financial management strategies, which may impact its operational structure and financial performance [1][3][4]. Group 1: Company Announcements - The company announced the convening of its second extraordinary general meeting on July 25, 2025, to discuss several key proposals, including amendments to the company’s articles of association and the cancellation of the supervisory board [1][3]. - The company plans to purchase principal-protected financial products with a maximum daily balance limit of RMB 5.7 billion, sourced from its own funds, with a maximum investment period of 365 days [2][3]. - The company has decided to cancel the bank loan guarantee of EUR 68.376 million for Shaangu Power (Hong Kong) Co., Ltd. [2][3]. Group 2: Governance Changes - The company has proposed to amend its articles of association and eliminate the supervisory board, transferring its responsibilities to the audit committee of the board of directors [3][4]. - The company has nominated Ren Kun as a candidate for a non-independent director on the ninth board of directors, with the term starting from the date of approval at the general meeting [2][3]. - The company will repurchase and cancel 2,124,541 shares of restricted stock, resulting in a reduction of registered capital from RMB 1,725,599,033 to RMB 1,723,474,492 [2].

Summary of Key Points Core Viewpoint The announcement details the changes in the registered capital, the cancellation of the supervisory board, and the amendments to the company's articles of association and governance systems of Qingdao High Test Technology Co., Ltd. Group 1: Changes in Registered Capital - The registered capital of the company has been changed from RMB 546,743,918 to RMB 546,769,006 following the completion of the third vesting period of the 2021 restricted stock incentive plan, which allowed for the allocation of 25,088 shares [1][2] - The total number of shares increased from 546,743,918 to 546,769,006 shares due to the conversion of convertible bonds "High Test Convertible Bonds" starting from January 30, 2023, and additional conversions on June 27, 2025 [1][3] - The company plans to distribute a cash dividend of RMB 0.18000 per share and increase capital by 0.40000 shares per share from capital reserves, totaling a cash distribution of RMB 98,418,426.12 and an increase of 218,707,614 shares [1][2] Group 2: Cancellation of Supervisory Board and Amendments to Articles of Association - The company will no longer have a supervisory board, with the responsibilities of the supervisory board being transferred to the audit committee of the board of directors [1][3] - The amendments to the articles of association were made to comply with the latest laws and regulations, including the revised Company Law of the People's Republic of China [1][2] - The revised articles of association will be submitted for approval at the shareholders' meeting, and the management team is authorized to handle the necessary registration changes [1][3] Group 3: Governance System Amendments - The company has abolished the "Rules for Supervisory Board Meetings" and revised several governance systems to align with the latest legal requirements [1][2] - The proposed revisions and new systems have been approved by the board of directors and will require shareholder approval for certain items [1][3] - Full details of the revised governance systems will be disclosed on the Shanghai Stock Exchange website [1][2]

Summary of Key Points Core Viewpoint The announcement details the changes in the registered capital, adjustments to the profit distribution policy, the cancellation of the supervisory board, and the amendments to the company's articles of association and governance systems. Group 1: Changes in Registered Capital - The company's total share capital increased from 92,974,389 shares to 120,891,094 shares following the implementation of the 2024 annual profit distribution plan, which involved a capital reserve conversion of 3 shares for every 10 shares held, without cash dividends or bonus shares [2][4]. - The registered capital changed from RMB 92,974,389 to RMB 120,891,094 as a result of these adjustments [2][4]. Group 2: Adjustments to Profit Distribution Policy - The company plans to adjust its profit distribution policy to further protect investor rights, in accordance with relevant laws and regulations, and to align with its actual development situation [2][3]. - Independent directors and the supervisory board have expressed support for the adjustments, stating that they comply with regulations and do not harm investor interests [3]. Group 3: Cancellation of Supervisory Board - The company will no longer have a supervisory board, with its functions being transferred to the audit committee of the board of directors, and relevant supervisory board regulations will be abolished [3][4]. - Amendments to the articles of association will reflect this change, along with updates to governance rules [4]. Group 4: Amendments to Articles of Association - The articles of association will be revised to enhance the corporate governance structure and ensure compliance with the latest legal and regulatory requirements [4][5]. - Specific amendments include changes to the registered capital clause and the roles of the legal representative and other governance aspects [5][6].

Core Points - The document outlines the working rules for the Secretary of the Board of Directors of Hangzhou Jinghua Microelectronics Co., Ltd, detailing the responsibilities, qualifications, and procedures for appointment and dismissal of the board secretary [1][2][3]. Group 1: General Provisions - The company must have one board secretary who is a senior management personnel and must fulfill their duties diligently and faithfully [1]. - The board secretary acts as the designated liaison between the company and the stock exchange, handling information disclosure, corporate governance, and equity management [1]. Group 2: Qualifications - The board secretary must meet specific qualifications, including not having been publicly recognized as unsuitable for the role by the stock exchange or having faced public reprimands in the last three years [2]. Group 3: Responsibilities - The board secretary is responsible for managing information disclosure, ensuring compliance with disclosure regulations, and maintaining confidentiality of undisclosed significant information [4][5]. - The board secretary must assist in strengthening corporate governance mechanisms and manage investor relations [6]. Group 4: Appointment and Dismissal Procedures - The board secretary is nominated by the chairman and appointed by the board, with a requirement to sign a confidentiality agreement [8][9]. - If the board secretary cannot fulfill their duties for over three months, the company must appoint a new secretary within three months of the vacancy [10]. Group 5: Legal Responsibilities - The board secretary is subject to legal responsibilities and must adhere to laws, regulations, and the company's articles of association [11].

Core Points - Hangzhou SDIC Microelectronic Inc. is established as a joint-stock company in accordance with the Company Law and Securities Law of the People's Republic of China [3][4] - The company was approved by the China Securities Regulatory Commission and listed on the Shanghai Stock Exchange on July 29, 2022, with an initial public offering of 16.64 million shares [3][4] - The registered capital of the company is RMB 1,208.91094 million [4] Chapter Summaries Chapter 1: General Provisions - The purpose of the articles is to protect the legal rights of the company, shareholders, employees, and creditors [3] - The company is registered in the Zhejiang Provincial Market Supervision Administration with a unified social credit code [3] - The legal representative of the company is the director who is elected by a majority of the board [4] Chapter 2: 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, development, production, and sales of microelectronic integrated circuits and related consulting services [5] Chapter 3: Shares - The company's shares are issued in the form of stocks, with each share having a face value of RMB 1 [6] - The company has issued a total of 12,089.1094 million shares, all of which are ordinary shares [6][7] - The company can provide financial assistance for others to acquire its shares under certain conditions, with a limit of 10% of the total issued capital [7] Chapter 4: Shareholders and Shareholders' Meeting - Shareholders have rights to dividends, voting, and supervision of company operations [11] - The company must hold an annual shareholders' meeting and can hold temporary meetings under specific circumstances [49][50] - Shareholders holding more than 10% of shares can request a temporary shareholders' meeting [55] Chapter 5: Proposals and Notifications for Shareholders' Meetings - Proposals must fall within the authority of the shareholders' meeting and be clearly defined [59] - Shareholders can submit proposals 10 days before the meeting [60] - Notifications for meetings must include details such as time, location, and agenda [62] Chapter 6: Conducting Shareholders' Meetings - The company must ensure the orderly conduct of shareholders' meetings and verify the legitimacy of shareholder qualifications [66][71] - The chairman of the board presides over the meeting, and if unavailable, a director is elected to preside [73] - Meeting records must be maintained, documenting attendance, discussions, and resolutions [78]

General Principles - The purpose of the work system is to improve the governance structure of Hangzhou Jinghua Microelectronics Co., Ltd. and to ensure the protection of shareholders' legal rights [2] - The Nomination Committee is a specialized committee under the Board of Directors, responsible for reporting its work to the Board [2] Composition of Members - The Nomination Committee consists of three directors, with independent directors making up the majority and serving as the convener [3] - Members must possess the necessary professional knowledge, experience, and good professional ethics to fulfill their responsibilities [3] - The term of the Nomination Committee members aligns with that of the directors, and they automatically lose their position if they resign or no longer meet the qualifications [3][4] Responsibilities and Authority - The Nomination Committee is responsible for drafting selection criteria and procedures for directors and senior management, and for reviewing candidates' qualifications [4] - The Committee makes recommendations to the Board regarding the nomination or dismissal of directors and the hiring or firing of senior management [4] Meeting Rules - Meetings are convened and chaired by the convener, and if the convener is unable to perform their duties, a member can be elected to take over [5] - Notifications for meetings must be sent at least three days in advance, but can be expedited in urgent situations [6] - A quorum requires the presence of at least two-thirds of the members, and decisions must be approved by a majority [7] Documentation and Confidentiality - Meeting records must be kept for at least ten years, detailing the date, attendees, agenda, and voting results [7][8] - All attendees are bound by confidentiality regarding the matters discussed in the meetings [8] Implementation and Amendments - The work system becomes effective upon approval by the Board and is subject to revision as necessary [9]

Core Viewpoint - The article outlines the management system for the resignation of directors and senior management at Changjiang Jinggong Steel Structure (Group) Co., Ltd, emphasizing the need for compliance, transparency, and the protection of shareholder rights [2][3][4]. Group 1: General Principles - The resignation management system aims to ensure stability in corporate governance and protect the legal rights of the company and its shareholders [2]. - The system applies to directors and senior management resigning due to term expiration, voluntary resignation, dismissal, or other reasons [2]. - Key principles include legality, transparency, smooth transition, and protection of shareholder interests [2]. Group 2: Resignation Circumstances and Procedures - Directors and senior management can resign before their term ends, with written reports required for resignation [3]. - In certain situations, original directors must continue to perform their duties until new directors are elected [3]. - The company must complete the election of new directors within 60 days to ensure compliance with legal and regulatory requirements [3][4]. Group 3: Responsibilities and Obligations Post-Resignation - Resigned directors and senior management must not interfere with the company's operations or harm shareholder interests [6]. - Confidentiality obligations regarding trade secrets and insider information remain effective after resignation [6]. - Any public commitments made during their tenure must be fulfilled, and unfulfilled commitments must be reported before resignation [7]. Group 4: Accountability Mechanism - Directors and senior management who violate laws or regulations causing losses to the company may be held accountable, with potential recovery of damages [15]. - Those disputing accountability decisions can apply for a review within 15 days of notification [16]. Group 5: Supplementary Provisions - The system will be implemented in accordance with relevant laws and regulations, with the board of directors holding the authority for its interpretation and modification [18][19].

Core Points - The article outlines the operational guidelines and responsibilities of the President and senior management of Changjiang Jinggong Steel Structure (Group) Co., Ltd [4][6][8] Group 1: General Provisions - The company is governed by the Company Law of the People's Republic of China and has established specific guidelines based on its actual situation [2][4] - The President is appointed by the Board of Directors and is responsible for executing the Board's decisions and reporting on work [4][5] Group 2: Powers and Responsibilities of the President - The President serves a term of three years and can be reappointed [5] - The President has the authority to manage production and operations, implement Board resolutions, and propose the appointment or dismissal of senior management [5][6] - The President is responsible for the company's internal management structure and basic management systems [5][6] Group 3: Financial Responsibilities - The financial officer is directly responsible for financial reporting, accounting policies, and financial information disclosure [7] - The financial officer must ensure the company's financial independence and report any irregularities to the Board [7][8] Group 4: Reporting and Accountability - The President must regularly report to the Board on the company's operational status, financial conditions, and significant contracts [6][8] - The President is liable for damages caused by negligence or violation of the Board's resolutions [8][9] Group 5: Meeting Procedures - The President's office meetings are held monthly, with the authority to convene temporary meetings as needed [9][10] - Meeting minutes must be accurately recorded and submitted to the Board [10]

第一章 总则 第一条 为进一步建立健全公司董事、高级管理人员的选择标准和程序，优 化董事会组成，完善公司治理结构，根据《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》、《公司章程》 及其他有关规定，公司特设立董事会提名委员会，并制定本实施细则。 长江精工钢结构（集团）股份有限公司 长江精工钢结构（集团）股份有限公司 董事会提名委员会实施细则 第二条 提名委员会是董事会按照《公司章程》设立的董事会专门工作机构， 主要负责对公司董事、高级管理人员的选择标准和程序进行审议并向董事会提出 建议，对董事会负责。 第二章 人员组成 第三条 提名委员会成员由 3 名董事组成，其中独立董事应当过半数并担任 召集人。 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三 分之一以上提名，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，由独立董事委员担任，负 责主持提名委员会工作；主任委员由董事会任命。 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。 期间如有委员不再担任公司董事职务，自动失去委员资格，并由董事会根据本细 则的规 ...