证券代码：300152 证券简称：ST 新动力 公告编号：2025-041 雄安新动力科技股份有限公司董事会 关于股东临时提案不予提交股东会审议事项说明的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 一、股东会通知情况 雄安新动力科技股份有限公司(以下简称"公司"或"新动力")于 2025 年 司 2024 年度股东会，具体内容详见公司于 2025 年 6 月 9 日在巨潮资讯网 （www.cninfo.com.cn）披露的《关于召开 2024 年年度股东大会的通知》（公告 编号：2025-038）。 二、股东增加临时提案基本情况 雄安新动力科技股份有限公司 2024 年年度股东大会改选董事会的临时议案》。 函件主要内容如下： 我司及一致行动人南昌达亿投资有限公司、方海云持有雄安新动力科技股份 有限公司(以下简称"公司")41,797,400股股份，占公司总股本的5.85%。 根据《中华人民共和国公司法》(以下简称"公司法")和《雄安新动力科技 股份有限公司章程》(以下简称"公司章程")第五十二条的相关规定，现针 对公司2024年年度股东大会提出董事会 ...

Core Points - The document outlines the independent director system of Shanghai Longteng (Group) Co., Ltd, aiming to enhance corporate governance and protect the rights of all shareholders, especially minority shareholders [1][2] - Independent directors are defined as those who do not hold any other positions within the company and have no direct or indirect interests that could affect their independent judgment [1][2] - The company must ensure that independent directors can perform their duties without influence from major shareholders or the actual controller [1][2] Summary by Sections General Principles - The independent director system is established to comply with relevant laws and regulations, ensuring the company's sustainable and standardized development [2] - Independent directors must constitute at least one-third of the board, including at least one accounting professional [2] Qualifications and Appointment of Independent Directors - Individuals who hold significant shares or have close relationships with major shareholders are prohibited from being independent directors [6][7] - Independent directors must possess relevant knowledge and experience, including at least five years in legal, accounting, or economic fields [7][8] - The nomination of independent directors must be free from conflicts of interest, and candidates must provide a declaration of their independence [5][6] Responsibilities and Duties of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [16][17] - They have the authority to hire external consultants for audits or inquiries and can propose meetings to address significant issues [16][17] Communication and Reporting - Independent directors must maintain communication with minority shareholders and report on their activities and findings annually [30][31] - The company is required to provide necessary support and resources for independent directors to fulfill their responsibilities effectively [33][34] Compensation and Insurance - The company should provide appropriate compensation for independent directors, which must be approved by the board and disclosed in annual reports [39] - A liability insurance system for independent directors may be established to mitigate risks associated with their duties [38]

Core Points - Hainan Mining Co., Ltd. is proposing to repurchase and cancel a total of 543,987 restricted stocks due to various reasons including non-compliance with incentive qualifications and performance standards [2][4] - The company will also change its registered capital and amend its articles of association following the repurchase of shares [4] - The company is electing new non-independent directors and supervisors as part of its governance structure adjustments [5][7] Group 1: Stock Repurchase and Cancellation - The company plans to repurchase 60,000 restricted stocks from one individual who became a supervisor and is no longer eligible for the incentive plan [2] - Additionally, 47,055 restricted stocks will be repurchased from four individuals who are no longer eligible due to various reasons such as illness or retirement [2] - A total of 436,932 restricted stocks will be canceled from individuals who did not meet performance standards or faced disciplinary actions [2] Group 2: Changes in Registered Capital - Following the repurchase of 14,013,575 shares, the company's registered capital will be adjusted accordingly [4] - The articles of association will be amended to reflect the new registered capital and total number of shares [4] Group 3: Governance Structure Adjustments - The company is nominating Zhou Hongxia as a candidate for a non-independent director position, following the resignation of a previous director [5] - The company is also nominating Cao Yu as a candidate for a non-employee representative supervisor, following the resignation of a previous supervisor [7] - Both candidates meet the necessary qualifications and have no significant conflicts of interest with the company [5][7]

Core Points - The document outlines the rules for the board of directors of Zhongyan Anhui Hong Sifang Fertilizer Co., Ltd, aiming to standardize the board's responsibilities, authority, and decision-making processes [1][2] - The board consists of 9 directors, including 3 independent directors, and is responsible for managing the company's assets and making operational decisions [1][2] - Regular meetings must be held at least twice a year, while special meetings can be called under specific circumstances [2][3] Group 1 - The board of directors is elected by the shareholders and is accountable to them [1] - The board meetings can be regular or temporary, with specific procedures for calling and conducting these meetings [2][3] - The board must ensure that a majority of directors are present for meetings to be valid [11][12] Group 2 - Proposals for meetings must be clearly defined and submitted in writing, with specific requirements for the content of these proposals [6][9] - Voting during meetings is conducted on a one-person-one-vote basis, with options for approval, disapproval, or abstention [17][19] - The board must maintain accurate records of meetings, including attendance, discussions, and voting outcomes [26][30] Group 3 - Directors are required to attend meetings in person or delegate their voting rights to another director under strict conditions [12][13] - The board must adhere to the company's articles of association and relevant laws when making decisions [21][22] - Decisions regarding profit distribution must be preceded by an audit report from a registered accountant [22][23]

Core Points - The document outlines the independent director working system of Daily Interactive Co., Ltd, aiming to enhance corporate governance and protect minority shareholders' interests [1][2] - Independent directors must not have any direct or indirect relationships that could affect their independent judgment [1][2] - The system is designed to comply with relevant laws and regulations, ensuring the company's sustainable and standardized development [2][4] Section Summaries General Provisions - The independent directors are responsible for maintaining the overall interests of the company and protecting the legal rights of minority shareholders [2][4] - The proportion of independent directors in the board must not be less than one-third, including at least one accounting professional [2][4] Qualifications and Appointment - Independent directors must possess independence and cannot hold certain positions or relationships that may compromise their impartiality [6][7] - The nomination of independent directors can be proposed by shareholders holding more than 1% of the company's shares [5][6] Responsibilities and Duties - Independent directors are required to participate in board decisions, supervise potential conflicts of interest, and provide professional advice [17][18] - They have special rights to hire external consultants, propose meetings, and express independent opinions on matters that may harm the company or minority shareholders [18][19] Performance Assurance - The company must provide necessary working conditions and support for independent directors to fulfill their duties effectively [32][33] - Independent directors are entitled to equal access to information and must be informed of the company's operational status regularly [33][34] Compensation and Insurance - The company is responsible for covering expenses incurred by independent directors when hiring professional institutions [37][38] - Independent directors may receive appropriate allowances, which must be approved by the board and disclosed in the annual report [38][39]

Core Points - The company aims to improve its governance structure and regulate the management of allowances for directors and supervisors [1] - The company defines different types of directors and supervisors, including internal, external, and independent directors, as well as internal and external supervisors [1][2] - The company establishes a compensation scheme for independent directors, external directors, and external supervisors to reflect their responsibilities and encourage active participation [2][4] Allowance Scheme - The allowance for independent directors is set at RMB 80,000 per year [2] - The allowance for external directors is set at RMB 10,000 per year [2] - The allowance for external supervisors is set at RMB 8,000 per year [2] Responsibilities and Compliance - Directors and supervisors are required to adhere to national laws, regulations, and the company's articles of association, and must not harm the company's interests [2][3] - In case of violations leading to penalties from regulatory bodies, the individual directors and supervisors will be held accountable [3] Implementation and Amendments - The allowance scheme will take effect from the date of approval by the shareholders' meeting [5] - The board of directors is authorized to interpret and amend the scheme in accordance with relevant laws and regulations [5]

Group 1 - The company is holding its second extraordinary general meeting of shareholders on June 30, 2025, to ensure shareholders can exercise their rights and maintain order and efficiency during the meeting [1][2] - Shareholders attending the meeting must present identification and shareholder account cards to receive meeting materials [1][2] - The meeting will have a speaking arrangement where each shareholder can speak for a maximum of 3 minutes, and the order of speaking will be based on the number of shares held [2][3] Group 2 - The meeting will adopt a written voting method, where shareholders can express their approval, disapproval, or abstention on the voting ballot [3][4] - The results of the voting will be announced after the counting process, which will be supervised by designated personnel [4] - The agenda includes the election of a new director following the resignation of Mr. Sun Dongyang, who played a significant role in the company's development [4][5] Group 3 - The company has nominated Mr. Fang Yan as a candidate for the non-independent director position, with his term starting from the approval date of the shareholders' meeting [5][6] - Mr. Fang Yan has a strong background in tourism and management, having held various positions in the tourism sector and is currently an assistant president at Xiangyuan Holding Group [5][6] - As of the date of the meeting materials disclosure, Mr. Fang Yan does not hold any shares in the company and meets the qualifications to serve as a director [6]

Core Viewpoint - The company held its ninth temporary board meeting, where several key resolutions were passed, including the appointment of a new board member and the extension of the employee stock ownership plan [1][2]. Group 1: Board Resolutions - The board approved the proposal to elect Mr. Yuan Jie as a director of the sixth board, with a unanimous vote of 9 in favor [1]. - The board also approved the extension of the second employee stock ownership plan, again with a unanimous vote of 9 in favor [2]. - A proposal to convene the third temporary shareholders' meeting of 2025 was also approved, with a unanimous vote of 9 in favor [2]. Group 2: Mr. Yuan Jie's Profile - Mr. Yuan Jie, born in October 1974, is a Chinese national with no permanent residency abroad and has been serving as the Deputy General Manager of the Information Security Management and Operations Center at China Mobile Communications Group since 2017 [2]. - He currently holds the position of Deputy General Manager in the Network and Information Security Management Department at China Mobile [2]. - Mr. Yuan does not hold any shares in the company and has no relationships with shareholders holding more than 5% of the company's shares, nor with other directors, supervisors, or senior management [2].

南京腾亚精工科技股份有限公司 独立董事工作制度 第一章 总则 第一条 为进一步完善南京腾亚精工科技股份有限公司（以下简称"公司"） 治理结构，促进公司规范运作，明确独立董事的职责权限，保证独立董事依法行 使职权，根据《中华人民共和国公司法》（以下简称"《公司法》"）、《上市 公司治理准则》《上市公司独立董事管理办法》（以下简称"《独董办法》"）、 《深圳证券交易所上市公司自律监管指引第 2 号——创业板上市公司规范运作》 等法律、法规、规章、规范性文件以及《南京腾亚精工科技股份有限公司章程》 （以下简称"《公司章程》"）的有关规定，结合公司实际情况，特制定本制度。 第二条 独立董事是指不在公司担任除董事外的其他职务，并与公司及其主 要股东、实际控制人不存在直接或间接利害关系，或者其他可能影响其进行独立 客观判断关系的董事。 独立董事应当独立履行职责，不受公司及其主要股东、实际控制人等单位或 个人的影响。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务。独立董事应当按 照相关法律、行政法规、中国证券监督管理委员会（以下简称"中国证监会"） 规定、证券交易所业务规则和《公司章程》的规定，认真履行职责，在董事会 ...

Group 1 - The company held its 13th meeting of the 4th Board of Directors on June 20, 2025, with all 7 directors participating in the voting [1][2] - The board approved the proposal for a subsidiary to apply for delivery warehouse qualifications, which will be published in relevant financial newspapers [1][2] - The board also approved a proposal to provide guarantees for the subsidiary's delivery warehouse qualifications, which requires special resolution approval from the shareholders' meeting [2] - Additionally, the board approved a proposal to provide guarantees for the joint venture company's delivery warehouse qualifications, also pending special resolution approval [2] - The board decided to convene the 5th temporary shareholders' meeting of 2025, with details to be published in financial newspapers [2][3] Group 2 - All proposals received unanimous support from the board, with 7 votes in favor and no opposition or abstentions [2][3]