Group 1 - The company has decided to abolish the supervisory board and amend its articles of association to enhance corporate governance and comply with the latest legal requirements [1][2] - The supervisory board's functions will be transferred to the audit committee of the board of directors, and the current supervisors will be relieved of their duties upon shareholder approval [1][2] - The number of directors will increase from 7 to 8, with the addition of a representative director elected by the employee representative assembly [1] Group 2 - The amendments to the articles of association include the removal of references to the supervisory board and the addition of sections regarding controlling shareholders, actual controllers, independent directors, and specialized committees of the board [2][3] - Specific changes include unifying the terminology from "shareholders' meeting" to "shareholders' assembly" and deleting the entire section related to the supervisory board [2][3] - The revised articles will ensure that the company operates in accordance with the updated Company Law and relevant regulations [2][3]

Core Viewpoint - The company has revised its "Management Measures for Related Transactions and Fund Transfers" to enhance operational standards and improve corporate governance in accordance with relevant laws and regulations [2][6]. Summary by Sections Revision of Related Transaction Management - The company has approved amendments to the decision-making authority for related transactions, increasing the threshold for board approval from 3 million RMB to 30 million RMB for transactions involving related parties [2][3]. - Transactions below 300,000 RMB can be approved by the chairman or their authorized representative, while those above 30 million RMB require independent board approval and must be disclosed [2][4]. Disclosure Requirements - Related transactions that meet certain thresholds must be disclosed according to the Shanghai Stock Exchange rules, including transactions with related natural persons exceeding 0.5% of the company's net assets [3][4]. - Transactions involving related legal entities exceeding 3 million RMB and 5% of the company's net assets must also be audited and disclosed [4][5]. Exemptions from Approval - Certain transactions, such as those where the company receives benefits without obligations (e.g., cash gifts, debt relief), are exempt from the approval process [5][6]. - The company can also exempt transactions that meet specific criteria from shareholder meeting approvals if all parties contribute cash and their equity ratios are determined accordingly [4][5]. Terminology Standardization - The terms "shareholders' meeting" and "related parties" have been standardized to "shareholders' meeting" and "related persons" respectively throughout the revised document [6].

General Provisions - The purpose of the audit committee is to enhance the decision-making function of the board of directors, ensure effective supervision of the management, and improve the corporate governance structure [1][2] - The audit committee is established as a specialized working body of the board of directors, responsible for financial information disclosure, supervision and evaluation of internal and external audits, and internal controls [1][2] Composition of the Committee - The audit committee consists of three directors, with a majority being independent directors, and at least one member must be a professional in accounting [2] - The committee members must possess the necessary professional knowledge and experience to fulfill their responsibilities [2] - The chairman of the audit committee is an independent director with a financial accounting background [2] Responsibilities and Authority - The main responsibilities of the audit committee include reviewing financial reports, supervising external and internal audits, and ensuring the integrity of financial information [3][4] - The committee is responsible for proposing the hiring or replacement of external auditors and evaluating their performance [4][5] - The audit committee must ensure that financial reports are accurate and complete, and it has the authority to request corrections before submission to the board [4][6] Decision-Making Procedures - The audit committee is required to prepare for meetings by providing relevant financial reports and audit evaluations [8][10] - Meetings must be held at least quarterly, and decisions require the presence of two-thirds of the members [10][11] - The committee can invite company directors and senior management to attend meetings when necessary [11] Reporting and Disclosure - The audit committee must report its annual performance and any significant issues to the board of directors [8][12] - If the committee identifies any violations of laws or regulations by directors or senior management, it must report these to the board or shareholders [7][12]

第一条 宗旨 为进一步规范浙江乔治白服饰股份有限公司（以下简称"公司"）审计委员 会的议事方式和表决程序，促使审计委员会成员和审计委员会有效地履行监督职 责，完善公司法人治理结构，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》 浙江乔治白服饰股份有限公司 审计委员会议事规则 审计委员会会议分为定期会议和临时会议。 《深圳证券交易所股票上市规则》和《浙江乔治白服饰股份有限公司章程》（以 下简称"《公司章程》"）以及其他的有关法律、法规规定，制订本规则。 第二条 审计委员会办公室 审计委员会设审计委员会办公室，处理审计委员会日常事务。 审计委员会主席兼任审计委员会办公室负责人，保管审计委员会印章。审计 委员会主席可以指定公司证券事务代表或者其他人员协助其处理审计委员会日 常事务。 第三条 审计委员会定期会议和临时会议 审计委员会定期会议应当每六个月至少召开一次。出现下列情况之一的，审 计委员会应当在十日内召开临时会议： （一）任何审计委员会成员提议召开时； （以下简称"《证券法》"）、 （二）股东会、董事会会议通过了违反法律、法规、规章、监管部门的各种 规定和要求、公司章程 ...

Core Points - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations, with its registered name being Jiangsu Asia-Pacific Light Alloy Technology Co., Ltd. [1][2] - The registered capital of the company is RMB 1,247,947,988.8 [2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 40 million shares, which were listed on the Shenzhen Stock Exchange on January 18, 2011 [1][2] Company Structure and Governance - The chairman represents the company in executing its affairs and serves as the legal representative [2] - The company is permanently established as a joint-stock limited company, and shareholders are liable only to the extent of their subscribed shares [2][3] - The company has established a Communist Party organization to conduct activities in accordance with the Party's regulations [3] Business Objectives and Scope - The company's business objective is to manage and operate its assets professionally, adhering to the principles of honesty and diligence to create satisfactory returns for all shareholders [3] - The business scope includes the development, consultation, transfer, and sale of non-ferrous metal composite materials, copper-aluminum alloy materials, heat exchangers, precision molds, and automotive parts, among others [3][4] Share Issuance and Capital Management - The company's shares are issued in the form of stocks, with all shares being ordinary shares totaling 1,247,947,988.8 shares [5][21] - The company can increase its capital through various methods, including issuing shares to unspecified objects and converting reserves into capital [6][7] - The company is prohibited from repurchasing its own shares, except under specific circumstances outlined in the regulations [8][21] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including voting on significant corporate matters [11][13] - The company must maintain a shareholder register based on the records provided by the securities registration agency [11] - Shareholders are obligated to comply with laws and regulations, and they cannot abuse their rights to harm the interests of the company or other shareholders [16][17] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [48] - The notice for shareholder meetings must include details such as the time, location, and agenda, ensuring all shareholders are informed [61][62] - Decisions made at shareholder meetings require a majority or supermajority vote, depending on the nature of the resolution [80][81]

Core Viewpoint - The document outlines the working rules of the Nomination Committee of Jiangsu Asia-Pacific Light Alloy Technology Co., Ltd, focusing on the selection and nomination process for directors and senior management personnel. Group 1: General Provisions - The Nomination Committee is established to regulate the selection of directors and senior management, optimize the board composition, and improve corporate governance structure [2][3]. - The committee operates under relevant laws and the company's articles of association [2]. Group 2: Composition of the Committee - The committee consists of three directors, with a majority being independent directors [4]. - The chairman of the committee is an independent director, responsible for leading the committee's work [5]. Group 3: Responsibilities and Authority - The committee is responsible for researching and proposing selection criteria and procedures for directors and senior management, including nominations and dismissals [7]. - The committee's proposals must be submitted to the board for review, and the board must document any reasons for not adopting the committee's recommendations [5]. Group 4: Decision-Making Procedures - The committee must actively communicate with relevant departments to assess the needs for new directors and senior management [7]. - A thorough selection process is outlined, including the collection of candidates' qualifications and obtaining their consent before nomination [7]. Group 5: Meeting Rules - Meetings require at least two-thirds of the members to be present, and decisions must be approved by a majority [8]. - The committee can invite company directors and senior management to attend meetings if necessary [8]. Group 6: Confidentiality and Miscellaneous - Members have confidentiality obligations regarding meeting discussions and must not disclose information without authorization [9]. - The rules will be executed in accordance with applicable laws and the company's articles of association [11].

Group 1 - The company establishes a Strategic and Sustainable Development Committee to enhance core competitiveness and improve decision-making processes for major investments and sustainable development planning [2][3] - The committee is composed of five directors, including at least one independent director, and is chaired by the company's chairman [5][6] - The committee's main responsibilities include researching long-term development strategies, major investment decisions, and sustainability-related matters, and submitting proposals to the board for approval [6][8] Group 2 - The decision-making process involves the submission of reports on major investment and capital operations by relevant departments or subsidiaries, which the committee reviews before presenting to the board [8] - The committee is required to hold at least one meeting annually, with a quorum of two-thirds of its members present for decisions to be valid [10][11] - The committee may invite company directors and senior management to meetings and can hire external consultants for professional advice as needed [11]

Group 1 - The company aims to improve its corporate governance structure and regulate the behavior of senior management to protect the rights of shareholders and creditors [1][2] - The president is responsible for the daily management of the company and must report to the board of directors [2][3] - The president's term is three years, and they can resign before the term ends following the procedures outlined in the company's articles of association [2][4] Group 2 - The president must be a full-time employee, and their appointment must follow legal procedures without interference from any organization or individual [2][4] - Specific criteria disqualify individuals from serving as president or senior management, including criminal convictions and financial irresponsibility [2][4][5] Group 3 - The president has various responsibilities, including implementing the board's resolutions, managing the company's operations, and proposing the appointment or dismissal of other senior management [4][5] - The financial director is responsible for financial management, including preparing financial reports and ensuring compliance with regulations [5][6] Group 4 - The company has established a reporting system where the president must regularly report to the board on the company's operational status and any significant changes [13][14] - Performance evaluation and compensation for the president and senior management are linked to the company's performance [32][33]

General Principles - The purpose of the rules is to protect the rights of Jiangsu Asia-Pacific Light Alloy Technology Co., Ltd. and its shareholders, standardize the behavior of directors, clarify the methods and procedures of board meetings, and ensure efficient and orderly decision-making [1][3] - The board of directors is the decision-making body for the company's management, aiming to maximize the interests of the company and all shareholders, with directors not representing any individual shareholder's interests [4] Board Powers - The board has the authority to convene shareholder meetings, report work to shareholders, execute shareholder resolutions, and decide on the company's operational plans and investment proposals [6] - The board is responsible for formulating profit distribution plans, managing capital changes, and making decisions on significant acquisitions, mergers, and other major corporate actions [6][7] Chairman's Powers - The chairman of the board is responsible for presiding over shareholder meetings and board meetings, supervising the execution of board resolutions, and exercising other powers granted by the board [9] Board Composition - The board consists of five directors, including two independent directors and one employee representative director, with a chairman and a board secretary [11] Meeting Notification and Attendance Rules - The board must hold at least two meetings annually, with notifications sent to all directors at least ten days in advance [14] - Directors must personally attend meetings, and if unable to do so, they may appoint another director to attend on their behalf, with specific rules regarding delegation [16][17] Proposal Rules - Proposals for board meetings must comply with legal and regulatory requirements, align with the interests of the company and shareholders, and be submitted in writing [21] - Shareholders, directors, and the general manager can submit proposals, which should be reviewed and categorized by the board secretary before being presented to the chairman [22] Meeting Procedures and Resolutions - A quorum for board meetings requires the presence of more than half of the directors, and decisions must be approved by a majority of the directors present [29] - Each proposal must be discussed by a designated speaker, and for significant investment projects, expert evaluations are required to prevent errors [32] Post-Meeting Matters - Meeting records, including attendance and voting results, must be maintained for at least ten years, and the board secretary is responsible for reporting meeting minutes and resolutions to regulatory authorities [42][43]

General Provisions - The purpose of the system is to standardize the election and appointment of directors and senior management of Guangdong Deguan Film New Materials Co., Ltd. to adapt to the company's medium and long-term development strategy and major investment decision needs [2][3] - The system is established in accordance with relevant laws, regulations, and the company's articles of association [2][3] Committee Composition - The Board Nomination and Development Strategy Committee consists of more than three directors, with independent directors accounting for more than half [3][4] - The committee is chaired by an independent director, who is elected by the committee members and approved by the board [4][5] Responsibilities and Authority - The committee is responsible for formulating selection criteria and procedures for directors and senior management, reviewing candidates' qualifications, and researching the company's medium and long-term development strategy and major investment decisions [9][10] - The committee must submit proposals to the board regarding the nomination or dismissal of directors and the hiring or firing of senior management [9][10] Review Procedures - The committee conducts research on the selection conditions and procedures for directors and senior management based on relevant laws and the company's actual situation [13][14] - The committee is required to gather information on potential candidates, including their professional background and qualifications, and submit recommendations to the board [14][15] 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 [20][21] - Meetings can be held in various formats, including in-person, video, or telephonic, and must be documented accurately [21][22][26] Miscellaneous - The system is subject to modification and interpretation by the board and will take effect upon approval [30][31]