Group 1 - The company held its 12th Board of Directors' first meeting on June 30, 2025, where several key resolutions were passed [1] - Wang Xudong was elected as the Chairman of the Board, with a term consistent with the current Board's term [1] - The Board approved the election of various committee members, including independent directors [2][3] - Ge Xiaohong was appointed as the General Manager, with a term aligned with the current Board's term [3] - The company appointed several executives, including Yu Hui, Qiu Fang, and Li Xue as Vice General Managers, and Duan Xiaoxu as Chief Financial Officer [4][5] - Han Jun was appointed as the Board Secretary, and He Yanan as the Securities Affairs Representative, both with terms consistent with the current Board's term [4] Group 2 - The company approved a related party transaction involving its wholly-owned subsidiary Sichuan Luxin Investment Co., Ltd., acquiring a total of 2% equity in Chengdu Hongke Electronics Technology Co., Ltd. at approximately 31.02 yuan per share, totaling 24 million yuan [4][5] - The transaction was approved with 8 votes in favor, with the related director abstaining from the vote [5]

中国冶金科工股份有限公司 董事会议事规则 （2025 年 6 月 30 日经公司 2024 年度股东周年大会审议通过） 第一章 总则 第一条 为了进一步规范中国冶金科工股份有限公司（简称 "本公司"）董事会的议事方式和决策程序，促使董事和董事会 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 《公司法》、 《证券法》、 《上市公司治理准则》、 《上海证券交易所 股票上市规则》、《香港联合交易所有限公司证券上市规则》（主 板） （以下简称"《香港上市规则》" ）等有关规定和《中国冶金科 工股份有限公司章程》 （以下简称" 《公司章程》 "），制订本规则。 第二条 本规则适用于公司董事会、董事会各专门委员会、 董事、董事会秘书及本规则中涉及的有关部门及人员。 第二章 董事会的职权 第三条 董事会是公司经营决策的常设机构，对股东会负责。 公司董事会发挥决策作用，定战略、作决策、防风险。董事会遵 照《公司法》、 《公司章程》及其他有关法律的规定履行职责，对 股东会负责并报告工作。 第四条 根据《公司章程》的规定，董事会行使下列职权： （一）召集股东会会议，并向股东会报告工作； （二）执行股东会的决议； （三 ...

Group 1 - The company held its 15th meeting of the 5th Board of Directors on June 30, 2025, with all 9 directors present, including independent directors participating via remote voting [1] - The board approved amendments to the company's Articles of Association, which will be submitted for special resolution at the first extraordinary general meeting of 2025 [2][3] - The board also approved amendments to the Rules of Procedure for Shareholders' Meetings, which will be renamed as the Rules of Procedure for Shareholder Meetings, pending approval at the same extraordinary general meeting [2] - Amendments to the Rules of Procedure for Board Meetings were also approved, with the details to be disclosed on the company's information platform [3] Group 2 - The board scheduled the first extraordinary general meeting of 2025 for July 21, 2025, to be held at a designated venue in Beijing [3]

Core Viewpoint - The nomination of Mr. Wu Jinghua as an independent director candidate for the ninth board of Jin Jian Rice Industry Co., Ltd. has been made, with the nominee meeting all necessary qualifications and independence criteria as per relevant regulations [1][2][3]. Summary by Sections Nomination and Qualifications - Mr. Wu Jinghua has been nominated as an independent director candidate and has agreed to take on this role, having a solid understanding of the company's operations and relevant legal frameworks [1]. - The nominee possesses over five years of experience in legal, economic, accounting, financial, or management fields necessary for fulfilling independent director responsibilities [1]. Compliance with Regulations - The nominee's qualifications comply with various laws and regulations, including the Company Law of the People's Republic of China and the Management Measures for Independent Directors of Listed Companies by the China Securities Regulatory Commission [1]. - The nominee has completed training and obtained relevant certification recognized by the stock exchange [1]. Independence Criteria - The nominee does not have any relationships that could affect independence, such as being an employee or having significant shareholding in the company or its major shareholders [2][3]. - The nominee has no adverse records, including administrative or criminal penalties from the China Securities Regulatory Commission in the last 36 months [4]. Additional Conditions - The nominee has not been dismissed from previous independent director roles due to absence from board meetings [4]. - The nominee's concurrent roles as an independent director in domestic listed companies do not exceed three, ensuring compliance with regulatory limits [4].

Core Points - The board of directors of Minmetals New Energy Materials (Hunan) Co., Ltd. has nominated Ma Cheng, Rao Yulei, and Zeng Huixiang as independent director candidates for the third board of directors [1][2] - The nominees have been assessed for their qualifications, including professional background, education, and work experience, and have agreed to serve as independent directors [1][3] - The nominees meet the legal and regulatory requirements for independent directors as outlined in various Chinese laws and regulations [1][2] Summary by Sections Nomination and Qualifications - The nominees have been thoroughly vetted and possess the necessary qualifications to serve as independent directors, including over five years of relevant work experience in law, economics, accounting, finance, or management [1][2] - Rao Yulei and Zeng Huixiang have completed the required training and obtained certification recognized by the stock exchange, while Ma Cheng has committed to completing the training [1][2] Independence Criteria - The nominees do not have any relationships that could affect their independence, such as being employed by the company or holding significant shares [1][2] - They have no adverse records, such as administrative penalties or criminal charges from the China Securities Regulatory Commission in the past 36 months [2] Additional Information - The nomination committee has confirmed that the nominees do not have any conflicts of interest and have passed the qualification review [3] - The company guarantees that the information provided is true, complete, and accurate, with no misleading statements [3]

规章与规则，其任职资格、教育背景、工作经历、业务能力符合公司独立董事任 职要求。 因此，我们同意提名刘琼先生、郭龙华先生、张征轶女士为公司第四届董事 会独立董事候选人，其中郭龙华先生为会计专业人士，并同意将该事项提交公司 董事会审议。 福立旺精密机电(中国)股份有限公司 提名委员会 董事会独立董事候选人的审查意见 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》《上市公司独立董事管理办法》《上海证券交易所科创板股票上市规 则》《上海证券交易所科创板上市公司自律监管指引第 1 号——规范运作》（以 下简称《规范运作》）等法律法规、规范性文件以及《福立旺精密机电(中国) 股份有限公司章程》等相关规定，福立旺精密机电(中国)股份有限公司（以下简 称"公司"）第三届董事会提名委员会对公司第四届董事会独立董事候选人的任 职资格进行了审核，并出具如下审查意见： 轶女士的个人履历等相关资料，其中郭龙华先生为会计专业人士，上述独立董事 候选人未持有公司股份，不存在《公司法》中规定的不得担任公司独立董事的情 形，不存在被中国证监会确定为市场禁入者且尚在禁入期的情形，也不存在被证 券交易所公开认定不 ...

陕西省天然气股份有限公司 目 录 第一章 总则 第二章 授权内容 第三章 授权事项的监督管理 第四章 附则 第一章 总 则 第一条 为进一步完善陕西省天然气股份有限公司（以下简 称"公司"）法人治理结构，建立科学规范的决策机制、明确董 事会对经理层的授权事项，根据《中华人民共和国公司法》《中 华人民共和国证券法》 《深圳证券交易所股票上市规则》 《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》 等相关法律、法规和规章以及《陕西省天然气股份有限公司章程》 （以下简称"《公司章程》"）、《陕西省天然气股份有限公司董事 会议事规则》（以下简称"《董事会议事规则》"），并结合公司的 实际情况，制定本办法。 第二条 本办法所称"授权"是指董事会在不违反法律法规 强制性规定的前提下，在一定条件和范围内，将其职权中的部分 事项的决定权授予经理层行使。 第四条 董事会依据公司发展战略、生产经营管理需要,在 《公司法》等相关法律法规及《公司章程》规定的董事会决策事 项范围内，授权经理层对年度生产作业项目计划调整、董事会确 定的年度投资规模内分批投资计划、公司年度财务预算、年度财 务决算报告等事项进行决策 ...

Group 1 - The board of directors of Jin Jian Rice Industry Co., Ltd. held its 40th meeting on June 27, 2025, to discuss several key proposals [1][2] - The board approved the proposal to amend the company's articles of association and abolish the supervisory board, transferring its powers to the audit committee of the board [1][2] - The proposal to supplement an independent director, Mr. Wu Jinghua, was also approved, pending approval from the upcoming shareholders' meeting [2][3] Group 2 - The board reviewed and approved a proposal for new daily related transactions with a subsidiary of the company's indirect controlling shareholder, with an estimated value not exceeding RMB 7.5 million (excluding tax) [3][4] - The board also approved the adjustment of the transaction entity for certain daily related transactions due to business adjustments by a related party, maintaining the expected transaction amount unchanged [4][5] - A decision was made to hold the company's second extraordinary shareholders' meeting on July 17, 2025 [5] Group 3 - Mr. Wu Jinghua, the independent director candidate, has a Ph.D. in financial management and relevant qualifications, with no conflicts of interest with the company [6]

Core Points - The establishment of the Audit Committee aims to enhance the decision-making function of the board and ensure effective supervision of the management team [1][2] - The committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [1][3] Group 1: Committee Structure - The Audit Committee consists of three directors who are not senior management, including two independent directors [2] - The chairperson of the committee must be an independent director with accounting expertise [2] - The committee's term aligns with that of the current board, and members can be re-elected [2] Group 2: Responsibilities and Authority - The committee is tasked with overseeing external audit work, proposing the hiring or replacement of external auditors, and evaluating internal audit functions [3][4] - It must review the company's financial reports and ensure their accuracy and completeness, focusing on significant accounting and auditing issues [4][5] - The committee has the authority to propose changes in accounting policies and to supervise the implementation of corrective measures for any identified issues [5][6] Group 3: Internal Audit Oversight - The committee oversees the internal audit department, which reports directly to it and is responsible for evaluating the effectiveness of internal controls [6][7] - The internal audit department must conduct checks at least biannually and report any violations or irregularities to the committee [6][8] - The committee is responsible for assessing the internal control effectiveness and reporting any significant deficiencies to the board [7][8] Group 4: Meeting Procedures - The committee is required to meet at least quarterly, with additional meetings called as necessary [10][11] - A quorum for meetings requires the presence of at least two members, and decisions must be made by a majority vote [11][12] - All meeting proceedings must be documented accurately, and records are to be maintained for ten years [12][13]

General Provisions - The company establishes a system to regulate the management of resignations of directors and senior management, ensuring governance stability and protecting shareholders' rights [1] - This system applies to all directors (including independent directors) and senior management personnel regarding resignation, term expiration, and dismissal [1] Resignation Conditions and Effectiveness - Directors can resign before their term expires by submitting a written resignation report, effective upon receipt by the board, with disclosure required within two trading days [2] - Directors automatically resign if not re-elected upon term expiration, and shareholders can dismiss directors with immediate effect [2] - Senior management can also resign before their term expires, with specific procedures outlined in their labor contracts [2] Transfer Procedures and Unresolved Matters - Resigning directors and senior management must transfer all company-related documents and assets within three working days after resignation [3] - If the resigning personnel are involved in significant investments or financial decisions, an audit committee may initiate a departure audit [3] - The company can require resigning personnel to fulfill any outstanding public commitments, with the right to seek compensation for any losses incurred [3] Obligations of Resigning Directors and Senior Management - The loyalty obligations of directors and senior management remain effective for two years after their term ends [4] - There are restrictions on the transfer of shares during and after their tenure, with a limit of 25% of total shares held per year during their term and a six-month restriction post-resignation [4] - Resigning personnel must cooperate with the company in follow-up investigations regarding significant matters during their tenure [4] Accountability Mechanism - The board will review specific accountability plans for resigning personnel who fail to fulfill commitments or violate loyalty obligations [5] - Resigning personnel can appeal the accountability decisions within 15 days, but this does not affect the company's ability to take protective measures [5] Supplementary Provisions - Any matters not covered by this system will be governed by relevant national laws, regulations, and the company's articles of association [6] - The board is responsible for interpreting this system, which takes effect upon approval by the board [6]