证券代码：603899 证券简称：晨光股份 公告编号：2025-025 上海晨光文具股份有限公司 第六届董事会第十三次会议决议公告 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、准确性和完整性承担法律责任。 一、董事会会议召开情况 上海晨光文具股份有限公司（以下简称"公司"）第六届董事会第十三次会 议于2025年8月27日以现场结合通讯表决方式召开。会议通知已于2025年8月4日 以电子邮件方式发出。会议由董事长陈湖文召集并主持，会议应出席董事7名， 实际出席董事7名，公司监事及高级管理人员列席了本次会议。会议的召集、召 开及表决程序符合《中华人民共和国公司法》和《上海晨光文具股份有限公司章 程》的有关规定，合法有效。 二、董事会会议审议情况 （一）审议通过《2025 年半年度报告及摘要》 具体内容详见公司于同日在上海证券交易所网站披露的《上海晨光文具股份 有限公司 2025 年半年度报告》及《上海晨光文具股份有限公司 2025 年半年度报 告摘要》。 本议案提交董事会审议前已经公司董事会审计委员会审议通过。 表决结果：同意 7 票、反对 0 票、弃权 ...

Group 1 - The company is holding its first extraordinary general meeting of shareholders in 2025 on September 16, 2025, at 10:00 AM in Shanxi Province [4] - The agenda includes the revision of the company's articles of association and the proposal to change the registered address from "No. 65, North Street, High-tech Development Zone, Changzhi City" to "No. 50, Haisen East Street, Luzhou District, Changzhi City" [5][7] - The company proposes to abolish the supervisory board and terminate the relevant rules, transferring the supervisory functions to the audit committee of the board of directors [5][6] Group 2 - Shareholders must arrive at the meeting venue half an hour early and bring identification and shareholder account cards for registration [1][2] - The meeting will adopt a named voting method for resolutions, where each shareholder has one vote per share held [3] - Shareholders have the right to speak and ask questions during the meeting, but must adhere to time limits and relevant rules [2][3] Group 3 - The company emphasizes the importance of maintaining order during the meeting and protecting the legal rights of shareholders [2] - The company will report any disturbances to the relevant authorities for handling [2] - The meeting will conclude with the announcement of voting results and legal opinions by the appointed lawyer [3][6]

Core Points - The establishment of the Audit Committee aims to enhance the scientific decision-making of the board of directors and improve governance structure [1] - The Audit Committee is responsible for reviewing financial information, supervising internal and external audits, and ensuring compliance with laws and regulations [1][3] - The committee consists of three directors, including two independent directors, with at least one being a professional accountant [1][3] Responsibilities and Authority - The Audit Committee is tasked with checking the company's finances, supervising the actions of directors and senior management, and proposing the convening of extraordinary shareholder meetings when necessary [1][3] - It has the authority to evaluate and supervise external audit work, propose the hiring or replacement of external auditors, and oversee internal audit processes [3][5] - The committee must review the authenticity and completeness of financial reports and monitor any significant accounting issues or potential fraud [3][5] Meeting Procedures - The Audit Committee is required to hold at least one meeting per quarter, with additional meetings called as needed [5] - A quorum for meetings requires the presence of at least two-thirds of the committee members, and decisions must be approved by a majority [5][6] - Meeting records must be kept, and members are bound by confidentiality regarding discussed matters until officially disclosed [6]

Core Viewpoint - The document outlines the establishment and operational guidelines of the Compensation and Assessment Committee of Shanghai Morning Glory Stationery Co., Ltd, aimed at enhancing the governance structure and management of compensation and assessment for directors and senior management [1][2]. Group 1: Committee Structure and Responsibilities - The Compensation and Assessment Committee is a specialized body established by the board of directors, responsible for formulating assessment standards and compensation policies for directors and senior management [5]. - The committee consists of three directors, with at least two being independent directors, and is chaired by an independent director [5][6]. - The committee is tasked with proposing compensation policies, reviewing incentive plans, and ensuring compliance with legal and regulatory requirements [9]. Group 2: Meeting Procedures and Decision-Making - The committee holds regular meetings at least once a year and can convene temporary meetings as needed [14]. - A quorum for meetings requires the presence of at least two-thirds of the committee members, and decisions are made by a majority vote [17][18]. - Meeting records must be kept, and members are bound by confidentiality regarding the discussed matters until officially disclosed [25][7]. Group 3: Implementation and Compliance - The guidelines will take effect upon approval by the board of directors and must comply with relevant laws and the company's articles of association [26][29]. - Any inconsistencies between these guidelines and existing laws or regulations will be resolved in favor of the latter [29].

General Principles - The company establishes a Nomination Committee to standardize the selection of directors, the president, and other senior management personnel, optimizing the board composition and improving the corporate governance structure [5][8] - The Nomination Committee is responsible for formulating selection criteria and procedures for directors and senior management, reviewing candidates' qualifications, and reporting to the board [5][8] Composition of the Committee - The Nomination Committee consists of three directors, with at least two being independent directors [3][5] - The chairman of the committee is an independent director, responsible for convening and presiding over meetings [5][6] Responsibilities and Authority - The committee is tasked with proposing nominations or dismissals of directors and hiring or firing senior management [8] - It must review the qualifications of nominees based on diverse criteria, including gender, age, cultural background, and professional experience [9][8] Meeting Procedures - The committee must notify all members of the meeting details three days in advance [16] - A quorum requires the presence of at least two-thirds of the members, and decisions are made by a majority vote [17][18] Documentation and Confidentiality - Meeting records must be kept, and members are required to maintain confidentiality regarding the discussed matters until officially disclosed [23][25] - The committee's proposals and voting results must be reported to the board in writing [24]

Core Points - The article outlines the establishment and operational guidelines of the Strategic Committee of Shanghai Morning Glory Stationery Co., Ltd. to enhance the company's core competitiveness and improve decision-making processes [2][5]. Group 1: General Provisions - The Strategic Committee is set up to adapt to the company's strategic development needs and to enhance its core competitiveness [2]. - The committee is responsible for researching and proposing suggestions on the company's long-term development strategy and major investment decisions [2]. Group 2: Composition - The Strategic Committee consists of three directors, including at least one independent director [2]. - The committee members are nominated by the chairman or a majority of independent directors and elected by the board [2]. Group 3: Responsibilities and Authority - The committee's main responsibilities include researching and proposing suggestions on long-term strategic planning, major investment financing plans, and significant capital operations [2]. - The committee is also tasked with checking the implementation of these matters and handling other authorized affairs [2]. Group 4: Work Procedures - The committee conducts its work based on reports from relevant departments or subsidiaries regarding major investment intentions and preliminary feasibility [2]. - An investment review group may be established to conduct initial reviews and issue project opinions, which are then discussed in committee meetings [2]. Group 5: Meeting Rules - The committee holds regular meetings at least once a year and can convene temporary meetings as needed [5]. - A quorum of two-thirds of the committee members is required for meetings, and decisions must be approved by a majority [5]. Group 6: Confidentiality and Compliance - Members and related personnel are obligated to maintain confidentiality regarding meeting matters unless approved by the shareholders or board [5]. - The guidelines are subject to national laws and regulations, and any inconsistencies will be resolved in favor of the legal provisions [5].

Core Points - The document outlines the rules governing the board of directors of Shanghai Morning Glory Stationery Co., Ltd, aiming to enhance the board's operational efficiency and decision-making processes [1][2] Chapter Summaries Chapter 1: General Principles - The rules are established to standardize the board's meeting procedures and decision-making processes, ensuring compliance with relevant laws and regulations [1][2] Chapter 2: Composition and Subordinate Institutions of the Board - The board consists of 7 directors, including 3 independent directors and 1 employee representative, with a chairman and vice-chairman elected by a majority of the board [3] Chapter 3: Powers of the Board - The board is responsible for convening shareholder meetings, executing resolutions, determining operational plans, and managing financial budgets among other duties [3][4] Chapter 4: Authorization of the Board - The board has specific limits on external guarantees, such as not exceeding 50% of the latest audited net assets for total guarantees [4][7] Chapter 5: Board Meeting System - The board must hold at least two regular meetings annually, with notifications sent at least 10 days in advance [5][6] Chapter 6: Voting and Decision-Making - Decisions require a majority of directors present, with specific matters needing a two-thirds majority for approval [8][9] Chapter 7: Board Secretary - A board secretary is appointed to manage meeting preparations, document storage, and information disclosure [10]

Core Points - The company has established a Board Strategic Committee to enhance its core competitiveness and improve decision-making processes for major investments and strategic planning [1][2][3] - The Strategic Committee consists of three to five directors, including the chairman, and is responsible for researching and proposing suggestions on long-term development strategies and significant investment decisions [2][3] - The committee's responsibilities include evaluating the company's development strategy, investment mergers and acquisitions, asset transactions, and other major matters affecting the company's development [3][4] Group 1 - The Strategic Committee is a specialized working body of the Board, responsible for long-term strategic research and major investment decision recommendations [2][3] - The committee is composed of three to five directors, including the chairman, and its members are nominated and elected by the Board [3][4] - The committee's term aligns with that of the Board, and it can re-elect members upon term expiration [3][4] Group 2 - The committee is tasked with reviewing and proposing suggestions on the company's development strategy, mid-to-long-term planning, and significant investment projects [3][4] - The decision-making process includes preparation, submission of proposals, organization of meetings, and documentation of meeting minutes [4][5] - The committee must hold at least two meetings annually, with a quorum of two-thirds of its members required for decisions [5][6] Group 3 - The Audit Committee is established to strengthen the company's decision-making function and ensure effective supervision of the management team [6][7] - The Audit Committee consists of three to seven directors, with a majority being independent directors, and is responsible for internal and external audit communications and oversight [6][7] - The committee's responsibilities include reviewing financial reports, supervising management actions, and ensuring compliance with legal and regulatory requirements [8][9] Group 4 - The Remuneration and Assessment Committee is set up to establish a sound remuneration management system for directors and senior management [22][23] - The committee is responsible for formulating performance evaluation standards and overseeing the implementation of remuneration policies [22][23] - The committee must hold at least two meetings annually and submit its proposals to the Board for approval [24][25] Group 5 - The Nomination Committee is established to standardize the selection and appointment processes for directors and senior management [30][31] - The committee is responsible for proposing candidates for directors and senior management positions and ensuring compliance with relevant regulations [30][31] - The committee must hold meetings to discuss and recommend candidates, with decisions requiring a majority vote [32][33]

（2025 年 8 月修订） 董事会战略与投资委员会实施细则指引 第一章 总 则 第一条 为适应公司战略发展需要，增强公司核心竞争力，确定公司发展规 划，健全投资决策程序，加强决策科学性，提高重大投资决策的效益和决策的质 量，完善公司治理结构，根据《公司法》 《上市公司治理准则》 中粮糖业控股股份有限公司 董事会专门委员会实施细则 《公司章程》及其 他有关规定，公司特设立董事会战略与投资委员会，并制定本实施细则。 第二条 董事会战略与投资委员会是董事会根据《公司章程》规定设立的专 门工作机构，主要负责对公司长期发展战略和重大投资决策进行研究并提出建议。 第二章 人员组成 第三条 战略与投资委员会成员由三名董事组成，其中应至少包括一名独立 董事。 第四条 战略与投资委员会委员由董事长、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。 第五条 战略与投资委员会设主任委员（召集人）一名，建议由公司董事长 （或担任董事的总经理）担任。 第六条 战略与投资委员会任期与董事会任期一致，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，并由委员会 根据上述第三至第五条规 ...

广东梅雁吉祥水电股份有限公司 《公 司 章 程》 二 O 二五年八月二十七日 目 录 第一章 总则 第二章 经营宗旨和范围 第三章 股份 第一节 股份发行 第二节 股份增减和回购 第三节 股份转让 第四章 股东和股东会 第一节 股东 第二节 股东会的一般规定 第三节 股东的召集 第四节 股东会的提案与通知 第五节 股东会的召开 第六节 股东会的表决和决议 第五章 董事会 第一节 董事 第二节董事会 第六章 经理及其他高级管理人员 第七章 监事会 第一节 监事 第二节 监事会 第八章 财务会计制度、利润分配和审计 第一节 财务会计制度 第二节 内部审计 第三节 会计师事务所的聘任 第九章 通知与公告 第一节 通知 第二节 公告 第十章 合并、分立、增资、减资、解散和清算 第一节 合并、分立、增资和减资 第二节 解散和清算 第十一章 修改章程 第十二章 附则 第一章 总则 第一条 为维护公司、股东、职工和债权人的合法权益，完善中国特色现代企 业制度，弘扬企业家精神，规范公司的组织和行为，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》） 和其他有关规定，制订本章程 ...