杭州华光焊接新材料股份有限公司 董事会薪酬与考核委员会工作规程 第一章 总 则 第一条 为建立、完善杭州华光焊接新材料股份有限公司（以下简称公司） 董事和高级管理人员的业绩考核与薪酬管理制度，进一步完善公司治理结构，根 据《中华人民共和国公司法》 《上市公司治理准则》 《杭州华光焊接新材料股份有 第二条 薪酬与考核委员会是董事会设立的专门工作机构，负责制定公司董 事及高级管理人员的考核标准并进行考核；负责制定、审查公司董事及高级管理 人员的薪酬决定机制、决策流程、支付与止付追索安排等薪酬政策与方案，对董 事会负责。 第三条 本工作规程所称的高级管理人员是指公司的总经理、副总经理、董 事会秘书、财务负责人。 第二章 人员组成 第四条 薪酬与考核委员会成员由三名董事组成，独立董事占多数。 第五条 薪酬与考核委员会委员由董事长、二分之一以上独立董事或者三分 之一以上董事提名，由董事会选举产生。 第六条 薪酬与考核委员会设主任委员一名，由独立董事担任，负责主持委 员会工作；主任委员在委员内选举，并报请董事会批准产生。 第七条 薪酬与考核委员会任期与董事会一致，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 ...

证券代码：002168 证券简称：*ST惠程 公告编号：2025－066 本公司及董事会全体成员保证公告内容的真实、准确、完整，不存在虚假记 载、误导性陈述或重大遗漏。 重庆惠程信息科技股份有限公司（以下简称"公司"）第八届董事会第十三 次会议于2025年8月28日以现场及通讯表决方式在公司会议室召开，本次会议通 知已于2025年8月18日以电子邮件和即时通讯工具的方式送达给全体董事、监事、 高级管理人员。本次会议应出席董事5人，实际出席会议的董事5人。本次会议的 召开程序符合《中华人民共和国公司法》（以下简称"《公司法》"）及《公司 章程》的规定，合法有效。本次会议由董事长艾远鹏先生主持，经全体董事认真 审议后，采用记名投票表决的方式审议通过了如下议案： 一、会议以5票同意、0票弃权、0票反对，审议通过《关于＜惠程科技2025 年半年度报告＞及其摘要的议案》。 本报告已经公司董事会审计委员会审议通过。 具体内容详见公司于2025年8月30日在巨潮资讯网（www.cninfo.com.cn）披 露的《2025年半年度报告摘要》（公告编号：2025-068）、《2025年半年度报告》。 二、会议以5票同意、0票 ...

第十九条 两名以上成员认为会议材料不完整、论证不充分或者提供不及时 的，可以书面提出缓开委员会会议，或缓议部分事项，委员会应予以采纳。 第二十条 成员应当亲自出席薪酬与考核委员会会议，因故不能出席会议的， 应当事先审阅会议材料，形成明确的意见，并书面委托其他成员代为出席。独立 董事成员确实不能亲自出席会议的，应委托其他独立董事成员代为出席。 第二十一条 薪酬与考核委员会会议以现场召开为原则。在保证全体参会 董事能够充分沟通并表达意见的前提下，必要时可以依照程序采用视频、电话或 者其他方式召开。 第二十二条 薪酬与考核委员会会议表决方式为举手表决或投票表决。 浙江世纪华通集团股份有限公司 董事会薪酬与考核委员会工作细则 第一章 总 则 第一条 为完善浙江世纪华通集团股份有限公司（以下简称"公司"）治 理结构，协助董事会科学决策，促进经营层高效管理，根据《上市公司治理准则》 和《浙江世纪华通集团股份有限公司章程》 （以下简称《公司章程》）及其他有关 规定，公司特设立董事会薪酬与考核委员会（以下简称"薪酬与考核委员会"或 "委员会"），并制定本工作细则。 第二条 薪酬与考核委员会是董事会下设的专门委员会，经董事会批 ...

浙江世纪华通集团股份有限公司 总裁工作细则 第一章 总则 第一条 为规范浙江世纪华通集团股份有限公司（以下简称"公司"）法人 治理结构，保障总裁依法行使职权，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》）以及其他有关法 律、法规、规范性文件和《浙江世纪华通集团股份有限公司章程》 （以下简称《公 司章程》）规定，特制定本细则。 第二条 公司依法设置总裁，总裁负责贯彻落实董事会决议，主持公司的生 产经营和日常管理工作，并对董事会负责。 第三条 本细则所称其他高级管理人员是指公司的副总裁、董事会秘书、财 务总监、首席战略官及《公司章程》中确定的属于高级管理人员的其他人员。 第二章 总裁的任免 第四条 公司总裁由董事会聘任或解聘，其他高级管理人员由董事长或总裁 提名，董事会聘任或解聘。董事可受聘兼任总裁或其他高级管理人员，但兼任总 裁或其他高级管理人员职务的董事不得超过公司董事总数的二分之一。 第五条 公司设总裁一人，设副总裁一至四人。总裁、副总裁、财务总监、 首席战略官等高级管理人员负责公司日常经营管理和运作。 第六条 公司的总裁必须专职，公司高级管理人员在控股 ...

Core Points - The company is Zhejiang Century Huatong Group Co., Ltd., established as a joint-stock company based on the original Zhejiang Century Huatong Vehicle Industry Co., Ltd. [1][2] - The company was approved by the China Securities Regulatory Commission to issue 45 million shares of common stock to the public on June 30, 2011, and was listed on the Shenzhen Stock Exchange on July 28, 2011 [1][2] - The registered capital of the company is RMB 7,452,556,968 [1][2] - The company's business scope includes manufacturing and sales of automotive and motorcycle parts, precision metal molds, and various other products [2][3] Chapter Summaries Chapter 1: General Provisions - The purpose of the articles is to protect the legal rights of the company, shareholders, employees, and creditors, and to regulate the company's organization and behavior [1] - The company is a permanent joint-stock company with a unified social credit code [1][2] Chapter 2: Business Objectives and Scope - The company's business objective is to prioritize people and technology, provide satisfactory products and services, and achieve good returns for shareholders while maintaining industry leadership [2] - The business scope includes manufacturing and sales of automotive parts, motorcycle parts, precision metal molds, and various other products [2] Chapter 3: Shares - The company's shares are issued in the form of stocks, with a nominal value of RMB 1.00 per share [3] - The company has issued a total of 7,452,556,968 shares, all of which are common shares [3][4] Chapter 4: Shareholders and Shareholders' Meeting - The company establishes a shareholder register based on the certificates provided by the securities registration and settlement institution [7] - Shareholders have rights to dividends, request meetings, supervise the company, and transfer their shares [7][8] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [15] Chapter 5: Board of Directors and Board of Supervisors - The board of directors is responsible for the company's operations and decision-making [1][2] - Independent directors and specialized committees are established to enhance governance [1][2] Chapter 6: Senior Management - Senior management includes the general manager (president), vice presidents, board secretary, and financial officer [2] Chapter 7: Financial Accounting System, Profit Distribution, and Audit - The company must establish a financial accounting system and conduct internal audits [2] Chapter 8: Notices and Announcements - The company must issue notices and announcements in accordance with legal requirements [2] Chapter 9: Merger, Division, Capital Increase, Decrease, Dissolution, and Liquidation - The company can increase or decrease capital based on shareholder resolutions [2] Chapter 10: Amendment of Articles - The articles can be amended following the procedures outlined in the company law and regulations [2] Chapter 11: Supplementary Provisions - The articles serve as a legally binding document for the company, shareholders, directors, and senior management [1][2]

Summary of Legal Opinion on Luxiao Technology Co., Ltd. Shareholders' Meeting Core Viewpoint The legal opinion confirms that the procedures for convening and holding the third extraordinary shareholders' meeting of Luxiao Technology Co., Ltd. in 2025 comply with relevant laws and regulations, ensuring the legitimacy and effectiveness of the meeting and its resolutions. Group 1: Meeting Procedures - The board of directors publicly disclosed the notice for the third extraordinary shareholders' meeting on August 14, 2025, detailing the meeting's agenda, time, location, and voting methods [5][6]. - The meeting was held on August 29, 2025, at 14:30, presided over by a board member [6][7]. - The meeting utilized both on-site and online voting methods, with clear instructions provided in the notice [5][6]. Group 2: Attendance and Qualifications - A total of 1,108 attendees (representing 1,109 shareholders) participated, holding 174,883,525 shares, which accounted for 9.1602% of the total voting shares [7][8]. - The attendees included shareholders, board members, supervisors, senior management, and the witnessing lawyer [7][8]. Group 3: Voting Procedures and Results - The meeting reviewed several proposals, including the issuance of H shares and related governance documents [9][10]. - Voting was conducted through both on-site and online methods, with results announced immediately after the counting process [10][11]. - All proposals were approved, with significant support from minority investors, indicating a strong consensus [25][26].

Core Points - Hunan BaiLi Engineering Science and Technology Co., Ltd. is established as a joint-stock company in accordance with the Company Law and Securities Law of the People's Republic of China [1][2] - The company is registered with a capital of RMB 490,298,992 and is located in Yueyang Economic and Technological Development Zone [2][3] - The company aims to prioritize quality and reputation, optimize resource allocation, enhance competitiveness, and improve economic efficiency [3] Company Structure - The company is governed by a board of directors, with the chairman serving as the legal representative [2][3] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with its entire assets [2][3] - The company has established a Communist Party organization to conduct activities in accordance with the Party's regulations [3] Business Scope - The company's business scope includes construction engineering design, printing services, intelligent control system integration, industrial automation control system manufacturing, engineering cost consulting, and various technical services [3][4] Share Issuance - The company's shares are issued in the form of stocks, with a par value of RMB 1 per share [4][5] - The total number of shares issued by the company is 490,298,992, all of which are ordinary shares [4][5] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, supervision of company operations, and access to company documents [11][12] - Shareholders are required to comply with laws and regulations, pay for their subscribed shares, and not abuse their rights to harm the company or other shareholders [15][16] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [17][18] - Shareholder proposals must be submitted in advance, and the company must provide adequate notice of meetings [23][24] Voting and Resolutions - Resolutions at shareholder meetings can be ordinary or special, with different voting thresholds required for each type [79][80] - Ordinary resolutions require a majority of the voting rights present, while special resolutions require two-thirds of the voting rights present [79][80]

General Overview - The company establishes a Strategic Committee under the Board of Directors to enhance core competitiveness and improve decision-making processes [2][6] Composition of the Committee - The Strategic Committee consists of three directors, with the Chairman serving as the head [3][4] - Committee members are nominated by the Chairman or a majority of independent directors and elected by the Board [3][4] Responsibilities and Authority - The main responsibilities include researching and proposing suggestions for long-term strategic planning and major investment decisions [3][4] - The committee is also tasked with reviewing significant capital operations and other major matters affecting the company [3][4] Meeting Procedures - The Strategic Committee must hold at least one meeting annually, with a quorum of two-thirds of members required for decisions [4][5] - Decisions are made by a majority vote, and meetings can be conducted via telecommunication if necessary [4][5] Documentation and Confidentiality - Meeting records must be kept for a minimum of ten years, and members are required to maintain confidentiality regarding discussed matters [5][6] - Any member with a conflict of interest must recuse themselves from discussions [5]

Core Points - The document outlines the responsibilities and qualifications of the General Manager of Hangzhou Kaierda Welding Robot Co., Ltd, emphasizing the need for strong management skills and compliance with legal regulations [1][2][3] General Provisions - The General Manager is appointed by the Board of Directors and is responsible for daily operations and implementing board resolutions [1][2] - The General Manager must possess extensive economic and management knowledge, practical experience, and a strong sense of mission [1][2] Qualifications - Specific disqualifications for the General Manager include criminal convictions related to corruption, bankruptcy involvement, and being listed as a dishonest executor by the court [1][2] Responsibilities and Authority - The General Manager has the authority to manage daily operations, implement board decisions, and propose major investment projects [3][4] - Responsibilities include drafting internal management systems, approving financial plans, and overseeing employee management [3][4][5] Management Structure - The General Manager can delegate responsibilities to Vice Presidents and other senior management, who must act within their designated authority [4][5] - The General Manager's office is responsible for organizing meetings and maintaining records [6][7] Reporting System - The General Manager must regularly report to the Board on the company's performance, including significant contracts and financial status [8][9] - A formal report is required annually, detailing the implementation of the company's plans and any significant changes in operations [9][10] Performance Evaluation - The Board of Directors will implement performance evaluations linked to the company's operational results, with specific criteria to be established separately [9][10] - Serious violations of laws or company regulations by the General Manager may result in penalties or legal consequences [10][11]

Core Points - The document outlines the rules governing the board of directors of Hubei Meirya Co., Ltd, aiming to clarify the board's authority, structure, and operational procedures to enhance decision-making efficiency and effectiveness [2][3]. Group 1: General Principles - The board of directors is established in accordance with the Company Law and other relevant regulations, ensuring it acts as the decision-making center for the company [2]. - The board is accountable to the shareholders and must execute their resolutions within the scope of authority granted by the Company Law and the company's articles of association [2]. Group 2: Composition and Authority of the Board - The board consists of 9 directors, including a chairman and potentially a vice-chairman, with independent directors making up at least one-third of the board [3]. - The board has the authority to make significant decisions regarding the company's operational plans, profit distribution, capital changes, and major acquisitions [3][4]. Group 3: Decision-Making Procedures - The board must establish strict review and decision-making processes for external investments, asset sales, and other significant transactions, requiring expert evaluations for major projects [4][5]. - Transactions exceeding certain thresholds, such as 10% of total assets or net profit, must be submitted for board or shareholder approval [5][6]. Group 4: Meeting Procedures - The board must hold at least two meetings annually, with additional meetings called as necessary, and must notify all directors in advance [12][13]. - Decisions require a majority of directors present, and specific procedures are in place for voting and recording meeting outcomes [18][19]. Group 5: Committees and Responsibilities - The board has established specialized committees, including audit, nomination, and compensation committees, to oversee specific areas and report back to the board [16][17]. - The audit committee is responsible for reviewing financial information and overseeing internal controls, while the nomination committee handles the selection of directors and senior management [16][17].