湖南凯美特气体股份有限公司董事会 （2025 年 7 月修订） 第一章 总则 第一条 为强化董事会决策功能，做到事前审计、专业审计，确保董事会对 经理层的有效监督，完善公司治理结构，根据《中华人民共和国公司法》（以下 简称"《公司法》"）、《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》、《公司章程》及其 它有关规定，湖南凯美特气体股份有限公司（以下简称"公司"）特设立董事会 审计委员会，并制定本议事规则。 第二条 公司董事会设置审计委员会，主要负责审核公司财务信息及其披露、 监督及评估内外部审计工作和内部控制，并行使《公司法》规定的监事会的职权。 第二章 人员组成 第九条 审计委员会负责审核公司财务信息及其披露、监督及评估内外部审 计工作和内部控制，审计委员会的主要职责权限如下： （一）监督及评估外部审计工作，提议聘请或者更换外部审计机构； （二）监督及评估内部审计工作，负责内部审计与外部审计的协调； （三）审核公司的财务信息及其披露； 第三条 审计委员会成员由三名董事组成，审计委员会成员应当为不在公司 担任高级管理人员的董事，其中两名为独立董事，委员中 ...

General Overview - The company establishes an Audit Committee to enhance the decision-making function of the Board of Directors, ensuring effective supervision of the management team and improving corporate governance structure [2][3]. Composition of the Audit Committee - The Audit Committee consists of three directors, with more than half being independent directors, and at least one member must be a professional accountant [3]. - The committee members are nominated by the Chairman, more than half of the independent directors, or one-third of all directors, and elected by the Board [3]. - The committee has a chairperson who is an independent director with accounting expertise, elected by a majority of the committee members [3]. Responsibilities and Authority - The Audit Committee exercises the powers of the supervisory board as stipulated by the Company Law [4]. - Key responsibilities include supervising and evaluating external audit work, proposing the hiring or replacement of external auditors, and overseeing the implementation of internal audit plans [4][5]. - The committee is responsible for reviewing financial information and disclosures, supervising internal controls, and guiding the establishment and implementation of internal audit systems [5][6]. Meeting Procedures - The Audit Committee holds regular meetings at least once a quarter, with provisions for special meetings as needed [13]. - Meetings require the presence of at least two-thirds of the committee members to proceed [13]. - The committee must notify all members of regular meetings five days in advance and three days for special meetings [14]. Decision-Making Process - Each committee member has one vote, and decisions require a majority approval from all members [15]. - The committee can invite company directors and other senior management to attend meetings if necessary [16]. - The committee may hire external consultants for professional advice, with costs covered by the company [17]. Confidentiality and Reporting - All committee members are obligated to maintain confidentiality regarding meeting discussions and decisions [21]. - Resolutions passed by the committee must be reported in writing to the Board of Directors [20].

一、关于选举独立董事的情况 根据《中华人民共和国公司法》（以下简称"《公司法》"）及《公司章程》的 相关规定，经公司董事会提名，同意选举李晓光先生为公司第五届董事会独立董 事候选人（简历详见附件），公司董事会提名委员会已对独立董事候选人的任职资 格进行审查，认为李晓光先生具备《公司法》等法律法规所规定的担任上市公司 独立董事的任职条件、专业背景和工作经验，满足独立性的要求。李晓光先生承 诺在本次提名后，将尽快完成上海证券交易所独立董事履职学习平台课程学习。 李晓光先生的任职资格已经上海证券交易所审核通过，尚需提交公司股东会审议。 其任期自股东会审议通过之日起至第五届董事会任期届满之日止。股东会审议通 过后，公司董事会独立董事将由凤建军、苗冰、云虹和李晓光 4 名成员组成。 二、关于调整公司第五届审计委员会成员的情况 证券代码：688122 证券简称：西部超导 公告编号：2025-018 西部超导材料科技股份有限公司 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 召开第五届董事会第八次会议，审议通过了《关于取消监事会并修订 ...

Core Viewpoint - The recent resignation of the CFO of Weilong, following the earlier departure of the CEO, indicates a significant shift in the company's leadership structure, which may reflect strategic concerns and a desire to stabilize management amidst challenges in the market [1][2][7]. Group 1: Executive Changes - CFO Peng Hongzhi has resigned due to personal career development plans, effective immediately [2]. - Yu Feng, currently an executive director, will take over as CFO starting September 1, 2023, bringing over 14 years of experience in the snack food industry [4]. - This marks the second high-level executive change at Weilong in the first half of the year, following the resignation of CEO Sun Yinong in March [4]. Group 2: Company Background and Family Ties - Weilong is a family-run business, with significant familial relationships among its executives, which may influence management dynamics [4]. - Peng Hongzhi is a cousin of Liu Zhongsi, while Yu Feng is a cousin of Liu Fuping, the new CEO, indicating a strong family presence in key positions [4][6]. Group 3: Financial Performance - Weilong's latest financial report shows a revenue increase of 28.6% year-on-year to 6.266 billion yuan, with a profit increase of 21.1% to 1.068 billion yuan [8]. - Adjusted net profit rose by 13.8% to 1.104 billion yuan, and the gross margin slightly increased from 47.7% in 2023 to 48.1% [8]. Group 4: Market Challenges - The company faces challenges such as declining sales of its core product, spicy strips, and increasing competition from imitators [7]. - Analysts suggest that the recent personnel changes may be aimed at enhancing the company's stock value [7].

悍高集团股份有限公司 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 发行人根据《公司法》 一、股东大会制度的建立健全及运行情况 德区悍高五金制品有限公司整体变更设立为悍高集团股份有限公司的方案，并审 议通过了《股东大会议事规则》及《公司章程》。 现行《公司章程》由公司 2021 年第六次临时股东大会审议通过。 自股份公司设立以来，股东大会共召开 15 次会议，股东大会一直根据《公 司法》《公司章程》和《股东大会议事规则》的规定规范运作。股东认真履行股 东义务，依法行使股东权利。股东大会机构和制度的建立及执行，在完善公司治 理结构和规范公司运作的过程中发挥了积极的作用。 《证券法》 《上市公司章程指引》等相关法律法规的要 求，逐步建立健全了由股东大会、董事会、监事会、独立董事和高级管理人员组 成的治理结构。 自发行人整体变更设立股份公司以来，发行人股东大会、董事会、监事会按 照相关法律、法规、规范性文件、 《公司章程》及相关议事规则的规定规范运行， 各股东、董事、监事和高级管理人员均尽职尽责，按制度规定切实地行使权利、 履行义务，形成了相互独立、权责明确、监督有效的公司治理 ...

Core Viewpoint - The company has established a Strategic Committee under the Board of Directors to enhance its core competitiveness and improve the quality and effectiveness of major investment decisions [1][2]. Group 1: Establishment and Composition - The Strategic Committee is a specialized working body of the Board, responsible for researching and proposing suggestions on the company's long-term development strategy and major investment decisions [2]. - The committee consists of three directors, including a chairperson elected from among the members, and is nominated by the Chairman or a majority of independent directors [3][4]. - The term of the committee members aligns with their term as directors, and they can be re-elected [3]. Group 2: Responsibilities and Authority - The main responsibilities of the Strategic Committee include researching and proposing suggestions on long-term strategic planning, major investment financing plans, significant capital operations, and other major matters affecting the company [4][5]. - The committee is accountable to the Board of Directors, and its proposals must be submitted for the Board's review and decision [3]. Group 3: Meeting Procedures - Meetings of the Strategic Committee must be notified three days in advance, although exceptions can be made in urgent situations [3]. - A quorum of two-thirds of the committee members is required for meetings, and decisions must be approved by a majority of the members present [4][5]. - The committee may invite other directors and senior management to attend meetings if necessary [4]. Group 4: Documentation and Confidentiality - Meeting records must be kept for at least ten years, and members are required to sign the records [5]. - Proposals and voting results from the committee meetings must be documented in writing and submitted to the Board of Directors [5].

Group 1 - The company has established and improved the system for the shareholders' meeting, board of directors, supervisory board, independent directors, and board secretary, ensuring compliance with relevant laws and regulations [1][2][3][4][5][6] - The company has held a total of 38 shareholders' meetings since its establishment, adhering to legal requirements and internal regulations [1] - The board of directors consists of 9 members, including 3 independent directors, and has held 58 board meetings, all in compliance with legal and regulatory standards [2][3] - The supervisory board is composed of 3 members, including 2 shareholder representatives and 1 employee representative, and has conducted 30 meetings since the company's establishment [3] - The independent directors play a significant role in enhancing the corporate governance structure and ensuring the protection of minority shareholders' rights [5] - The board secretary has been actively involved in organizing meetings and ensuring compliance with legal and regulatory requirements, contributing to the company's governance structure [6]

Group 1 - The company aims to enhance its core competitiveness and improve decision-making processes through the establishment of a strategic committee [1][2] - The strategic committee is composed of three directors, including at least one independent director, and is responsible for researching and proposing suggestions on long-term development strategies and major investment decisions [1][2] - The strategic committee's main responsibilities include researching long-term strategic planning, major investment financing proposals, and significant capital operations [1][2][3] Group 2 - The strategic committee is accountable to the board of directors, and its proposals must be submitted for board review and decision [2] - A working group is responsible for preparing the strategic committee's decisions by gathering relevant information and conducting preliminary reviews [2][3] - The strategic committee meetings require the presence of at least two-thirds of its members to be valid, and decisions must be approved by a majority [3][4] Group 3 - The strategic committee can invite external professionals for expert opinions if necessary [4] - Meeting records must be kept, and attendees are required to maintain confidentiality regarding the discussed matters [4] - The implementation details of these guidelines will take effect upon approval by the board of directors [4]

Core Points - The implementation rules for the Audit Committee of Huawai Technology Co., Ltd. aim to enhance the decision-making function of the board and ensure effective supervision of the management team [1][2] - The Audit Committee is composed of three directors who are not senior management, with a majority being independent directors [2][3] - The Audit Committee's main responsibilities include reviewing financial information, supervising internal and external audits, and ensuring compliance with laws and regulations [5][6] Group 1: General Provisions - The Audit Committee is established to strengthen the board's decision-making and oversight capabilities [1] - The committee operates under the authority granted by the board and is responsible for submitting proposals for board review [1][2] Group 2: Composition and Qualifications - The committee must have a chairperson who is an independent director with accounting expertise [2][3] - Members must possess sufficient professional knowledge and experience to fulfill their duties effectively [2][3] Group 3: Responsibilities and Authority - The Audit Committee is responsible for reviewing financial reports, supervising audits, and ensuring the accuracy of financial disclosures [5][6] - The committee has the authority to inspect the company's finances and supervise the actions of directors and senior management [12][20] Group 4: Meeting Procedures - The Audit Committee must meet at least quarterly, with additional meetings called as necessary [16][30] - A quorum requires the presence of at least two-thirds of the members [36] Group 5: Reporting and Disclosure - The company must disclose the Audit Committee's annual performance and any significant issues identified during its oversight [50][51] - The committee's recommendations that are not adopted by the board must be disclosed along with the reasons [52]

Core Points - The establishment of the Audit Committee aims to enhance the decision-making function of the board of directors and ensure effective supervision of financial and operational activities [1][2] - The Audit Committee consists of three directors, including two independent directors, with at least one being a professional accountant [4][5] - The committee is responsible for overseeing internal and external audits, ensuring the accuracy of financial reports, and evaluating internal controls [11][12] Group 1: Committee Structure - The Audit Committee is chaired by an independent director with accounting expertise, elected by committee members [2][3] - The committee's term aligns with that of the board of directors, and members must be diligent in their oversight responsibilities [6][7] - The committee can hire external advisors for professional opinions, with costs covered by the company [10][11] Group 2: Responsibilities and Powers - The Audit Committee has the authority to inspect financial records, supervise the actions of directors and senior management, and propose the convening of extraordinary shareholder meetings [3][4] - It is tasked with reviewing financial information, assessing internal controls, and evaluating the performance of external auditors [5][6] - The committee must report any significant deficiencies in internal controls to the Shenzhen Stock Exchange [5][6] Group 3: Meeting Procedures - The Audit Committee must meet at least quarterly, with special meetings called as necessary [8][9] - A quorum requires the presence of at least two-thirds of the members, and decisions are made by majority vote [9][10] - Meeting records must be maintained for ten years, detailing attendance, agenda, and resolutions [10][11]