上海锦江国际酒店股份有限公司 独立董事制度（草案） （H 股发行并上市后适用） 第一章 总 则 第一条 为进一步完善上海锦江国际酒店股份有限公司（以下简称"公司"） 的治理结构，促进公司规范运作，依据《中华人民共和国公司法》、 《中华人民共 和国证券法》、《上海证券交易所股票上市规则》（"《股票上市规则》"）、《上市公 司独立董事管理办法》（"《管理办法》"）、《上海证券交易所上市公司自律监管指 引第 1 号——规范运作》《香港联合交易所有限公司证券上市规则》（以下简称 "《香港上市规则》"）以及《上海锦江国际酒店股份有限公司章程》 （以下简称"《公 司章程》"）等规定，制订本制度。 第二条 独立董事是指不在公司担任除董事外的其他职务，并与其所受聘的 公司及其主要股东、实际控制人不存在直接或者间接利害关系，或者其他可能影 响其进行独立客观判断关系的董事。本制度中"独立董事"的含义与《香港上市 规则》中"独立非执行董事"的含义一致，独立董事须同时符合《香港上市规则》 要求的独立性。 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 者个人的影响。 第三条 独立董事对公司及全体股东负有忠实与勤勉 ...

Core Viewpoint - The company has established a board diversity policy aimed at enhancing the performance and sustainability of the organization through diverse board member selection, including gender diversity [1][2][5]. General Requirements - All board member appointments will be based on merit while considering the benefits of diversity, including gender diversity [2]. - The board and the nomination committee will evaluate multiple factors for selecting candidates, such as diversity of perspectives, qualifications, time commitment, reputation, and potential contributions [2][3]. Procedures, Monitoring, Reporting, and Disclosure - The nomination committee is responsible for examining and nominating board candidates according to the established policy and relevant regulations [3]. - The committee will review the policy annually to ensure its effectiveness and report on the board's composition and diversity policy implementation in the corporate governance report [3][4]. - The summary of the policy, including measurable gender diversity goals and measures for establishing a talent pool for potential board successors, will be disclosed in the annual report [3][4]. Additional Provisions - The policy will take effect upon approval by the board and the listing of the company's H-shares on the Hong Kong Stock Exchange [4]. - The board is responsible for interpreting and amending the policy as necessary [4].

中国中铁股份有限公司董事会议事规则 （2025 年 6 月修订） 第一章 总 则 第一条 为了进一步规范中国中铁股份有限公司（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《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》《上市公司章程指引》《上市公司治理准则》《中央企 业董事会工作规则（试行）》等有关规定和《中国中铁股份有限 公司章程》（以下简称"《公司章程》 "），制订本规则。 第二条 董事会应当坚持权责法定、权责透明、权责统一， 把握定战略、作决策、防风险的功能定位，忠实履职尽责，提高 科学决策、民主决策、依法决策水平，依法对公司进行经营管理， 对股东会负责并报告工作。 第三条 董事会设立董事会办公室作为董事会常设工作机 构。 第四条 本规则适用于公司董事会、董事会各专门委员会、 董事及本规则中涉及的有关部门及人员。 第二章 董事会会议的召集和召开 第五条 董事会会议包括定期会议和临时会议。 董事会每年至少召开四次定期会议。会议通知和所需文件、 - 1 - 信息及其他资料，应当在会议召开 10 日前送达 ...

苏州锴威特半导体股份有限公司 独立董事候选人声明与承诺 本人张洪发，已充分了解并同意由提名人丁国华先生提名为苏州锴威特半导 体股份有限公司第三届董事会独立董事候选人。本人公开声明，本人具备独立董 事任职资格，保证不存在任何影响本人担任苏州锴威特半导体股份有限公司独立 董事独立性的关系，具体声明并承诺如下： 一、本人具备上市公司运作的基本知识，熟悉相关法律、行政法规、部门规 章及其他规范性文件，具有五年以上法律、经济会计、财务、管理等履行独立董 事职责所必需的工作经验。 二、本人任职资格符合下列法律、行政法规和部门规章以及公司规章的要求： （一）《中华人民共和国公司法》等关于董事任职资格的规定； （二）《中华人民共和国公务员法》关于公务员兼任职务的规定（如适用）； （三）中国证监会《上市公司独立董事管理办法》和上海证券交易所自律监 管规则有关独立董事任职资格和条件的相关规定； （四）中共中央纪委、中共中央组织部《关于规范中管干部辞去公职或者退 （离）休后担任上市公司、基金管理公司独立董事、独立监事的通知》的规定（如 适用）； （五）中共中央组织部《关于进一步规范党政领导干部在企业兼职（任职） 问题的意见》的相关 ...

Core Viewpoint - The company is convening its third extraordinary general meeting of shareholders in 2025 to discuss key proposals, including the downward adjustment of the conversion price for its convertible bonds and the remuneration for the board of directors and senior management [1][10]. Group 1: Meeting Details - The extraordinary general meeting will take place on July 4, 2025, at 14:00, with both on-site and online voting options available [1]. - The meeting will be presided over by Chairman Zhang Baizhong, and will include the reading of the meeting agenda, shareholder speeches, voting on proposals, and the announcement of results [1][2]. Group 2: Proposal for Downward Adjustment of Conversion Price - The company proposes to adjust the conversion price of its "Qibin Convertible Bonds" due to the closing price being below 85% of the current conversion price for 15 consecutive trading days [4][9]. - The initial conversion price was set at 13.15 yuan per share, and it has been adjusted multiple times, with the latest adjustment bringing it down to 6.16 yuan per share [5][6]. - The adjustment requires approval from at least two-thirds of the voting rights held by shareholders present at the meeting [10]. Group 3: Remuneration for Directors and Senior Management - The company aims to enhance governance effectiveness and attract international talent by proposing a new remuneration scheme for its board of directors and senior management [12]. - Non-independent directors will have their salaries based on performance evaluations, while independent directors will receive fixed annual allowances [12][13]. - The new remuneration standards will take effect from June 1, 2025, and will be disclosed in the annual report [14].

中国核工业建设股份有限公司 董事会议事规则 第一章 总则 第一条 为规范中国核工业建设股份有限公司（以下简称"公司"）行为， 保证董事会依法行使职权，根据《中华人民共和国公司法》（以下简称"《公司 法》"）《中华人民共和国证券法》（"以下简称《证券法》"）《上市公司章 程指引》等有关规定以及《中国核工业建设股份有限公司章程》（以下简称"《公 司章程》"），制定本规则。 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。 第四条 董事会下设董事会办公室，处理董事会日常事务，董事会秘书或者 证券事务代表兼任董事会办公室负责人，保管董事会和董事会办公室印章。 第五条 公司董事会根据需要设立战略与投资、审计与风险、薪酬与考核、 提名等专门委员会。 专门委员会成员全部由董事组成，审计与风险委员会成员为3名，为不在公 司担任高级管理人员的董事担任，其中独立董事2名，由独立董事中会计专业人 士担任召集人。战略与投资委员会成员为5名，外部董事应当占多数并包含至少1 名独立董事，由董事长担任召集人。提名委员会成员为3名，独立董事应当过半 数，由董事长担任召集人。薪酬与考核委员会成员为 ...

Core Viewpoint - The nomination of Mr. Zhang Nanning as an independent director candidate for the 10th Board of Directors of Tangrenshen Group Co., Ltd. has been made after thorough evaluation of his qualifications and independence [1][8]. Summary by Sections Nomination Process - The nomination was based on a comprehensive understanding of the candidate's professional background, education, titles, work experience, and any significant discredit records [1]. - The candidate has agreed in writing to serve as an independent director [1]. Compliance with Regulations - The candidate has passed the qualification review by the 9th Board of Directors' Nomination Committee and has no conflicts of interest that could affect independent performance [1]. - The candidate meets the qualifications and conditions for independent directors as stipulated by the China Securities Regulatory Commission and the Shenzhen Stock Exchange [2][4]. Training and Experience - The candidate has participated in training and obtained relevant certification recognized by the stock exchange [2]. - The candidate possesses basic knowledge related to the operation of listed companies and has over five years of relevant work experience in law, economics, management, accounting, or finance [4][5]. Independence Criteria - The candidate and their immediate family members do not hold positions in the company or its subsidiaries, nor do they hold more than 1% of the company's issued shares [5][6]. - The candidate has not been subject to any disqualifications or penalties that would prevent them from serving as an independent director [6][7]. Commitment and Accountability - The nominator guarantees the truthfulness and completeness of the statements made in the nomination process and accepts legal responsibility for any inaccuracies [8]. - If the candidate's independence is compromised during their tenure, the nominator will report this to the Board and ensure the candidate resigns [8].

Core Points - Nanjing Railway New Technology Co., Ltd. was established as a joint-stock company in accordance with Chinese laws, with its registration approved by the China Securities Regulatory Commission on May 18, 2021, and listed on the Shenzhen Stock Exchange on June 30, 2021 [3][4]. - The company's registered capital is RMB 218.4 million (approximately USD 33.5 million) [4]. - The company aims to become a leading supplier in the global rail transit industry, focusing on quality and technology [5]. Company Structure - The company is governed by its articles of association, which serve as a legally binding document for the organization and behavior of the company, shareholders, and management [4]. - The company has a board of directors, supervisors, and senior management, with the chairman serving as the legal representative [4][5]. - Shareholders are entitled to rights and obligations based on their shareholdings, and the company is responsible for its debts with its total assets [4][5]. Business Scope - The company specializes in the research, manufacturing, sales, and technical services of rail transit equipment, electromechanical integration equipment, and related components [5]. - It also engages in the development and sales of new composite materials, railway-specific equipment, and various electronic and mechanical products [5]. Share Issuance and Management - The company issues shares in the form of stocks, with each share having a par value of RMB 1.00 [6]. - The total number of shares issued is 218.4 million, all of which are ordinary shares [6]. - The company has regulations in place for the increase, decrease, and repurchase of shares, which require shareholder approval [7][8]. Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, participate in meetings, and supervise the company's operations [11][12]. - Shareholders holding more than 5% of shares must report any pledges of their shares to the company [13]. - The company has provisions to protect the interests of minority shareholders during significant decisions [29][30]. Shareholder Meetings - The company holds annual and extraordinary shareholder meetings, with specific procedures for calling and conducting these meetings [40][42]. - Shareholder proposals can be submitted by those holding more than 3% of shares, and the company must notify shareholders of meeting details in advance [52][54]. - Voting at shareholder meetings is conducted based on the number of shares held, with provisions for cumulative voting in certain cases [75][76].

General Principles - The rules aim to standardize the board meeting procedures and decision-making processes of Suhao Hongye Co., Ltd. to enhance the effectiveness and scientific decision-making of the board [1] - The board is required to collectively exercise its legal powers and cannot delegate these powers to others [1][2] Board Meeting Convening and Proposals - Board meetings are categorized into regular and temporary meetings, with at least one regular meeting held in each half of the year [2] - The chairman of the board is responsible for convening and presiding over meetings, and if the chairman is unable to perform their duties, a director can be elected to do so [2][3] - Proposals for temporary meetings can be made by shareholders holding more than 10% of voting rights, one-third of the directors, or other specified parties [3] Meeting Agenda and Proposals - Proposals must comply with laws, regulations, and the company's articles of association, and must be submitted in writing [5] - Proposals are divided into report items and resolution items, with report items not requiring a vote [5][6] - Proposals must be submitted to the board affairs department for organization and review before being presented to the board [6] Meeting Procedures and Voting - Meetings require the presence of more than half of the directors to be valid, and notifications must be sent out in advance [6][8] - Directors are expected to attend in person, and if unable, they must submit a written proxy [9] - Voting is conducted by a show of hands or written ballot, with each director having one vote [10][11] Meeting Records and Confidentiality - Accurate and complete meeting records must be maintained, reflecting opinions and voting results [12][13] - The board secretary is responsible for handling the announcement of resolutions in accordance with stock exchange regulations [14] Implementation and Archiving - The chairman is tasked with ensuring the implementation of board resolutions and monitoring their execution [14] - Meeting archives must be preserved for at least ten years, including all relevant documents and records [14]

General Principles - The purpose of the rules is to standardize the decision-making process of the board of directors and improve corporate governance structure [1] - The rules are based on relevant laws and regulations including the Company Law and Securities Law of the People's Republic of China [1] Composition and Powers of the Board - The board consists of 9 directors, including 3 independent directors and 1 employee representative [2] - The board has the authority to convene shareholder meetings, execute resolutions, decide on business plans, and manage internal structures [2][3] Decision-Making Procedures - The board must establish strict review and decision-making procedures for significant transactions, requiring expert evaluations for major investments [2][3] - Transactions meeting certain thresholds must be submitted for board review and timely disclosure [3][4] Independent Directors - Independent directors are required to hold special meetings to discuss matters such as related party transactions and changes in commitments [5][6] - They have the authority to independently hire intermediaries for audits and consultations [6] Chairman's Responsibilities - The chairman is responsible for the operation of the board and ensuring effective communication with shareholders [7][8] - The chairman has specific powers including presiding over meetings and making emergency decisions [7] Board Committees - The board has established specialized committees including Strategy and ESG, Nomination, Audit, and Compensation Committees [12][18] - Each committee has defined responsibilities and must report to the board for approval [12][18] Meeting Procedures - Board meetings require a majority of directors to be present, with specific rules for related party transactions [20][21] - Minutes of meetings must be recorded, detailing attendance and decisions made [21] Financial and Operational Support - The company provides necessary resources for the board to fulfill its responsibilities [23] - A special fund may be established for board-related expenses, subject to shareholder approval [23] Director Accountability - Directors are accountable for their decisions, with provisions for rewards for outstanding contributions and penalties for violations [47][48] - The rules stipulate that directors must disclose dissenting opinions to avoid liability [48]