山东山大电力技术股份有限公司 关于股东大会、董事会、监事会、独立董事、董事会秘书 制度的建立健全及运行情况的说明 深圳证券交易所： 山东山大电力技术股份有限公司（以下简称"公司"）首次公开发行股票并 在创业板上市，根据《首次公开发行股票注册管理办法》《公开发行证券的公司 信息披露内容与格式准则第 58 号——首次公开发行股票并上市申请文件》等有 关规定，现将股东大会、董事会、监事会、独立董事、董事会秘书制度的建立健 全及运行情况说明如下： 一、股东大会制度的建立健全及运行情况 了《山东山大电力技术股份有限公司章程》和《股东大会议事规则》，建立了股 东大会制度，对股东大会的职权、议事规则等做出了明确规定。 自股份公司设立至今，公司共召开三十八次股东大会。公司股东大会能够严 格按照《公司法》《股东大会议事规则》等相关法律、规范性文件及公司内部相 关规定的要求规范运作，会议的召开程序及决议内容合法有效，不存在股东大会 违反《公司法》及其他规定行使职权的情形。 二、董事会制度的建立健全及运行情况 了第一届董事会成员，并审议通过了《董事会议事规则》，对董事会的职权、召 开方式、条件、表决方式等做了明确规定。 公司董事会 ...

Core Points - The company is holding its second extraordinary general meeting of shareholders in 2025 on July 10, 2025, at 14:30 [6][8] - The agenda includes proposals for changing registered capital, abolishing the supervisory board, and amending the company's articles of association [8][9] - The company plans to increase its registered capital from RMB 200 million to RMB 260 million through profit distribution and capital reserve conversion [8][9] - The supervisory board will be abolished, and its functions will be transferred to the audit committee of the board of directors [9][10] - The company will nominate candidates for the fourth board of directors, including both non-independent and independent directors [12][14] Meeting Procedures - Attendees must register to verify their shareholder status, and the meeting will be conducted with both on-site and online voting [2][3] - The voting will include both named voting for non-cumulative proposals and cumulative voting for board member elections [3][6] - The meeting will be presided over by the chairman, who will manage the order of speeches and voting [5][7] Proposals - Proposal 1: Change of registered capital, abolition of the supervisory board, and amendment of the articles of association [8][9] - Proposal 2: Nomination of candidates for the fourth board of directors, including non-independent directors [12][13] - Proposal 3: Nomination of candidates for independent directors for the fourth board of directors [14][23]

Group 1 - The company plans to cancel the supervisory board and amend its articles of association and related rules to enhance corporate governance in accordance with the revised Company Law and relevant regulations [4][10][18] - The company will hold its second extraordinary general meeting of shareholders in 2025 on July 14 at 14:30 in Hangzhou, Zhejiang Province [3][4] - The meeting will be conducted with a combination of on-site and online voting, and the results will be announced promptly after the meeting [2][4] Group 2 - Shareholders attending the meeting must register in advance and comply with the established procedures to ensure orderly conduct [2][4] - The company has established a meeting service team to manage the procedures and services related to the meeting [2] - Legal opinions will be provided by a law firm to ensure compliance with legal requirements during the meeting [2][4] Group 3 - The proposed amendments to the articles of association include changing the term "supervisory board" to "audit committee" and updating the governance structure accordingly [4][10] - The company aims to protect the rights of shareholders and ensure efficient decision-making during the general meeting [1][2] - The articles of association will be revised to reflect changes in the roles and responsibilities of the board and shareholders [4][10]

General Provisions - The company aims to protect the legal rights of Xingtong Shipping Co., Ltd., its shareholders, and creditors, while adhering to the leadership of the Communist Party of China [2] - The company was established as a joint-stock company in accordance with the Company Law and is registered in Quanzhou, Fujian Province with a unified social credit code [2][3] - The company was approved by the China Securities Regulatory Commission to issue 50 million shares of common stock to the public on February 10, 2022, and was listed on the Shanghai Stock Exchange on March 24, 2022 [2][3] Company Structure - The registered capital of the company is RMB 325 million [3] - The company is a permanent joint-stock company, with all assets divided into equal shares, and shareholders are liable only to the extent of their subscribed shares [3] - The company’s articles of association serve as a legally binding document governing the organization and behavior of the company and its stakeholders [3] Business Objectives and Scope - The company's business objective is to create value and pursue excellence by focusing on customer needs and providing safe, efficient, and reliable services [4] - The company is authorized to engage in various activities, including waterway transportation of hazardous goods, domestic ship management, and international shipping services [4] Share Issuance - The company issues shares in the form of stocks, with all shares having equal rights [5] - The total number of shares issued by the company is 325 million, all of which are common shares with a par value of RMB 1 per share [5][6] Shareholder Rights and Obligations - Shareholders have the right to receive dividends and participate in decision-making processes, including voting at shareholder meetings [10][11] - Shareholders are required to comply with laws and regulations, pay their subscribed capital, and not abuse their rights to harm the company or other shareholders [12][13] Party Organization - The company has established a grassroots organization of the Communist Party of China to promote its policies and ensure compliance with party directives [9][10] - The party organization is responsible for educating and managing party members, maintaining discipline, and promoting the rights of the masses [10] Shareholder Meetings - The company holds annual and extraordinary shareholder meetings, with specific procedures for notifying shareholders and conducting votes [19][20] - Decisions made at shareholder meetings require a majority or two-thirds majority vote, depending on the nature of the resolution [80][82] Financial Transactions and Guarantees - The company must seek shareholder approval for significant financial transactions, including asset purchases and guarantees exceeding certain thresholds [15][17] - The company is prohibited from providing financial assistance to related parties, ensuring that transactions are conducted fairly and transparently [18]

Group 1 - The company held its fifth board meeting on June 26, 2025, with 9 directors present, and the meeting was convened by Chairman He Jiale [1] - The board approved the proposal to abolish the supervisory board, transferring its powers to the audit committee of the board [1] - The company will revise its articles of association accordingly and seek authorization from the shareholders' meeting for subsequent registration and filing [1] Group 2 - All proposals presented at the board meeting received unanimous approval with 9 votes in favor, and they will be submitted to the shareholders' meeting for review [2][3][4][5] - The company aims to enhance its governance structure and operational standards by revising relevant governance documents in accordance with applicable laws and regulations [2][5] - The second extraordinary shareholders' meeting is scheduled for July 18, 2025, combining on-site and online voting [6]

Core Points - The company, Anhui Huaren Health Pharmaceutical Co., Ltd., was established to protect the rights and interests of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws [3][4] - The company was registered with a capital of RMB 400.01 million and is a permanent corporation [4][5] - The company issued 60.01 million shares to the public and was listed on the Shenzhen Stock Exchange on March 1, 2023 [3][4] Chapter Summaries General Provisions - The company is established in accordance with the Company Law and other relevant regulations [3] - The legal representative of the company is the chairman, who is responsible for civil activities conducted in the company's name [4][5] - The company operates under the principle of "quality first, integrity-based" [4][5] Business Objectives and Scope - The registered name of the company is Anhui Huaren Health Pharmaceutical Co., Ltd., with its address in Hefei City [4] - The business scope includes drug wholesale, food sales, medical device sales, and various consulting services [4][5] Shares - The company has issued a total of 40.01 million shares, all of which are ordinary shares [6] - The company can provide financial assistance for others to acquire its shares, with a limit of 10% of the total issued capital [6][7] Shareholder and Shareholder Meeting - Shareholders have rights to dividends, attend meetings, and supervise the company's operations [16][19] - The company must hold an annual general meeting within six months after the end of the previous fiscal year [26][27] - Shareholders holding more than 10% of shares can request a temporary meeting [29][30] Voting and Resolutions - Resolutions can be ordinary or special, requiring a majority or two-thirds majority of the voting rights, respectively [79] - The company must ensure that the meeting records are accurate and preserved for at least ten years [41]

Core Viewpoint - The document outlines the "Opinions on Improving the Modern Enterprise System with Chinese Characteristics," which emphasizes strengthening party leadership, enhancing corporate governance, and fostering innovation to support the development of modern enterprises in China [1][2]. Group 1: Corporate Governance - The "Opinions" highlight the importance of improving corporate governance structures, with four out of nineteen specific measures dedicated to this area [2]. - Key measures include enhancing ownership structures, supporting state-owned enterprises in governance, and encouraging private enterprises to optimize their governance frameworks [2]. - The document stresses the role of the capital market in promoting governance, including the introduction of institutional investors with over 5% shareholding as active shareholders and the enforcement of independent director systems [2][3]. Group 2: Innovation and Incentives - A dedicated chapter in the "Opinions" focuses on establishing an effective innovation incentive system, addressing organizational forms, resource allocation efficiency, and incentive mechanism design [3][4]. - The document encourages large enterprises to share innovation resources with small and medium-sized enterprises (SMEs) and promotes collaborative innovation [3][4]. - Specific measures include improving talent systems, facilitating technology transfer, and empowering project teams with autonomy to enhance long-term value creation [4]. Group 3: Implementation and Training - The State-owned Assets Supervision and Administration Commission (SASAC) plans to integrate party leadership into corporate governance and enhance governance structures in state-owned enterprises [5]. - The All-China Federation of Industry and Commerce is conducting training programs for entrepreneurs to emphasize the importance of the modern enterprise system for sustainable development [6]. - Pilot programs are being established to implement the modern enterprise system in selected enterprises, aiming to provide a model for private enterprises [6].

Group 1 - The company held the seventh meeting of the eighth supervisory board on July 2, 2025, where all three supervisors attended, and the meeting was deemed legal and effective [2][4]. - The supervisory board approved a proposal to amend the company's articles of association, transferring the supervisory board's powers to the audit committee of the board of directors [3][5]. - The proposal requires approval at the company's second extraordinary general meeting of shareholders in 2025 [5]. Group 2 - The company convened the eighth meeting of the board of directors on July 2, 2025, with all five directors present, and the meeting complied with legal requirements [9][11]. - The board of directors approved multiple proposals to amend the articles of association and various governance rules, including the shareholder meeting rules and the board meeting rules [10][12][13]. - All proposals require approval at the company's second extraordinary general meeting of shareholders in 2025 [15]. Group 3 - The company announced a cash dividend distribution plan for the first quarter of 2025, proposing a distribution of 0.02 yuan per share, totaling approximately 1.52 million yuan [93][96]. - The record date for the dividend distribution is set for July 9, 2025, with the ex-dividend date on July 10, 2025 [96][97]. - The dividend will be distributed directly to shareholders' accounts through the designated clearing company [98]. Group 4 - The company will hold its second extraordinary general meeting of shareholders on July 22, 2025, at 14:30, with both on-site and online voting options available [101][102]. - The meeting will address various proposals that have already been approved by the board of directors and the supervisory board [109]. - The registration date for shareholders to participate in the meeting is July 17, 2025 [105].

广州御银科技股份有限公司 第一章 总则 第一条 为了规范广州御银科技股份有限公司（以下简称"公司"）治理，加强 公司董事、高级管理人员的离职管理，保障公司治理稳定性及股东合法权益， 根据《中华人民共和国公司法》（以下简称《公司法》）《上市公司章程指引》 等有关法律、法规和规范性文件和《广州御银科技股份有限公司章程》（以下简 称"《公司章程》"）的规定，制定本制度。 第二条 本制度适用于公司全体董事（含独立董事）及高级管理人员的辞任、 任期届满、解任等离职情形。 第二章 离职情形与生效条件 第三条 董事可以在任期届满以前提出辞任。董事辞任应向公司提交书面辞职 报告，公司收到辞职报告之日起辞任生效，公司将在两个交易日内披露有关情况。 如因董事的辞任导致公司董事会成员低于法定最低人数时，或者独立董事辞职 导致独立董事人数少于董事会成员的三分之一、独立董事中没有会计专业人士、专 门委员会中独立董事所占的比例不符合法律、行政法规、部门规章和《公司章程》 规定，辞职报告应当在下任董事填补因其辞任产生的空缺后方能生效。在改选出的 董事就任前，原董事仍应当依照法律、行政法规、部门规章和《公司章程》规定， 履行董事职务。 第四 ...

薪酬与考核委员会工作细则 第二条 董事会薪酬与考核委员会（以下简称"委员会"）是董事会设立的专门 工作机构，对董事会负责。 第二章 人员组成 第三条 委员会应由三名董事组成，其中独立董事占多数。 第六条 委员任期与同届董事会董事任期一致。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，并由董事会根据上述第 三条至第五条规定补足委员人数。 广州御银科技股份有限公司董事会 薪酬与考核委员会工作细则 第一章 总 则 第一条 为完善公司治理结构，建立健全公司董事和高级管理人员的考核和薪酬 管理制度，根据《中华人民共和国公司法》《上市公司治理准则》《广州御银科技 股份有限公司章程》（以下简称"《公司章程》"）、《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》《上市公司独立董事管理办法》及 其它有关规定，制定本工作细则。 第四条 委员由董事长、二分之一以上独立董事或者全体董事的三分之一提名， 并由董事会选举产生并任命。 第五条 委员会设主任委员（召集人）一名，由独立董事委员担任，负责主持委 员会工作。主任委员由董事会在委员会成员内直接选举产生。 第七条 公司人事行政 ...