深圳市凯中精密技术股份有限公司 董事会议事规则 董事会议事规则 （2025 年 8 月） 第一章 总则 第一条 为了进一步规范深圳市凯中精密技术股份有限公司（以下简称"公 司"或"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》"）《上市公司治理准则》《深圳证券交易所股票上市 规则》（以下简称"《股票上市规则》"）和《深圳市凯中精密技术股份有限公 司章程》（以下简称"《公司章程》"）等有关规定，制订本议事规则。 第二条 董事会是公司的经营决策机构，对股东会负责，执行股东会决议， 依照《公司章程》的规定行使职权。 第三条 董事会下设董事会秘书处，处理董事会日常事务，保管董事会印章。 第二章 董事会的组成 第四条 董事会由九名董事组成，其中独立董事三名，职工代表董事一名。 董事会设董事长一人，董事长由董事会以全体董事的过半数选举产生。 深圳市凯中精密技术股份有限公司 第五条 董事会成员的构成应充分考虑"董事会多元化"政策的原则，包括 但不限于性别、年龄、地区、文化及教育背景、行业经验、专业技能、主要经历 ...

Core Viewpoint - The Hong Kong Stock Exchange (HKEX) has officially released a consultation summary regarding the review of the Corporate Governance Code and Listing Rules, marking the most significant change in governance standards in nearly a decade, with the revisions set to take effect on July 1, 2025 [2] Group 1: Historical Context and Trends - The Corporate Governance Code has undergone eight revisions since its introduction in 2004, reflecting HKEX's commitment to enhancing corporate governance and aligning with international best practices [5] - Key revisions occurred in 2004 (introduction of the framework), 2012-2013 (enhanced board independence and diversity), 2016 (strengthened risk internal control), 2018 (improved transparency and diversity), 2021 (comprehensive upgrades), and 2024 (efficiency optimization) [5] Group 2: Key Revisions and Requirements - Mandatory establishment of three key committees (Audit, Nomination, and Remuneration Committees) with higher requirements for the number, qualifications, roles, and independence of independent non-executive directors [6] - Enhanced transparency and disclosure requirements transitioning from voluntary "best practice" to mandatory "Corporate Governance Reports," necessitating detailed disclosures on compliance, deviations, and governance practices [7] - Risk management is now a core supervisory responsibility of the board, with mandatory annual effectiveness assessments and disclosures [8] - Diversity policies are now mandatory, particularly regarding gender diversity, with requirements to disclose targets and progress [9] - Continuous optimization of board composition, including term limits for independent directors and mandatory training and performance evaluations to ensure board vitality and independence [10] Group 3: Governance Effectiveness and Training - The revisions emphasize the need for a governance effectiveness-focused training system for directors, including mandatory annual training on specific topics [14] - Boards are required to conduct comprehensive performance evaluations at least every two years, with disclosures on evaluation scope, methods, results, and improvement measures [14] - Enhanced shareholder communication management is mandated, requiring detailed disclosures on the nature, frequency, and follow-up mechanisms of shareholder interactions [18] Group 4: Independence and Diversity - New hard constraints on board independence include a nine-year term limit for independent non-executive directors, with a three-year cooling-off period for reappointment [19] - Independent directors are limited to serving on a maximum of six boards, with additional disclosure requirements [20] - The diversity policy now extends beyond the board to all employees, requiring companies to develop and disclose diversity policies for all staff [22] Group 5: Risk Management and Internal Control - The revisions harden previous soft requirements for risk management, mandating effective evaluations and disclosures of risk management and internal control systems [25] - Companies must establish a comprehensive risk management framework that integrates risk identification, compliance, and internal control processes [28] - Mandatory disclosures on the effectiveness of risk management and internal control systems are now required, including specific evaluation processes and findings [27] Group 6: Capital Management and Shareholder Returns - New regulations enhance disclosure requirements regarding shareholder returns, including mandatory disclosures of dividend policies and the rationale for any non-distributions [35] - Companies are required to construct a dynamic dividend policy framework and regularly review and optimize their dividend policies in alignment with corporate strategy and financial status [35]

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].

Core Viewpoint - The draft board diversity policy aims to enhance the governance structure of Shanghai Longqi Technology Co., Ltd. by ensuring diversity in gender, age, nationality, cultural background, education, professional skills, and industry experience among board members [1][2]. Group 1: Policy Objectives - The policy is designed to ensure a balanced and diverse representation on the board, which is seen as a key element for sustainable development and achieving strategic goals [1][2]. - The nomination committee is responsible for reviewing and assessing the composition of the board and making recommendations for new board members, emphasizing the importance of diversity [1][2]. Group 2: Measurable Goals - The identification of board candidates will consider various measurable diversity goals, including gender, age, nationality, cultural background, education, professional experience, skills, and other relevant factors [2]. - The policy outlines specific criteria for evaluating candidates, such as professional qualifications, time commitment, character, integrity, and expected contributions to the board [2]. Group 3: Monitoring and Reporting - The nomination committee will regularly evaluate the effectiveness of the policy and report on the progress of diversity goals, including gender representation on the board [2]. - The policy summary and measurable goals will be disclosed in the company's corporate governance report, with annual reviews of the implementation status [2].

Group 1 - The core objective of the policy is to enhance the governance structure of Qingdao Guon Technology Co., Ltd. by promoting diversity within the board of directors, which is seen as essential for sustainable development [1][2] - The policy aims to ensure a balanced and diverse representation in terms of gender, age, nationality, cultural background, professional skills, and industry experience among board members [1][2] - The nomination committee is responsible for reviewing and evaluating the composition of the board and making recommendations for the appointment of new directors based on merit and the benefits of diversity [1][2] Group 2 - The identification of director candidates will consider the company's nomination policy alongside the diversity policy, focusing on the strengths of candidates and their contributions to the board [2][3] - Measurable diversity goals include factors such as gender, age, nationality, cultural background, education, professional experience, skills, race, independence, knowledge, and tenure [2][3] - The nomination committee will ensure that the selection and nomination of directors follow appropriate procedures to attract candidates from diverse backgrounds [2][3] Group 3 - The nomination committee is required to regularly assess the effectiveness of the policy and the progress of measurable goals, ensuring the policy is implemented effectively [3] - The committee will discuss and reach consensus on relevant measurable goals related to board diversity and propose improvements to the board for review and approval [3] Group 4 - The summary of this policy and any measurable goals will be disclosed in the company's annual ESG report and corporate governance report [4] - The policy will take effect upon the board's resolution and the listing of the company's H shares on the Hong Kong Stock Exchange [5] - The board is responsible for interpreting and amending this policy as necessary [5]

Core Viewpoint - The establishment of the Women's Director Professional Committee by the China Listed Companies Association aims to promote diversity in corporate governance and enhance the role of female directors and executives in listed companies [1][3]. Group 1: Committee Formation and Objectives - The Women's Director Professional Committee held its inaugural meeting on April 23, 2025, in Shanghai, with the participation of key association leaders [2]. - The committee consists of 75 members, including female chairpersons, general managers, secretaries, and financial directors, as well as scholars and governance experts [3]. - The committee's future initiatives will focus on exploring the mechanisms for female directors and executives to enhance corporate governance and provide policy recommendations [3]. Group 2: Importance of Female Leadership - The increasing attention on female executives in corporate governance reflects the evolving governance models and highlights their value in resolving complex issues and fostering team consensus [3]. - Female perspectives contribute to business value, risk awareness, and social responsibility, thereby enhancing corporate governance and innovation capabilities [3].