Core Viewpoint - The recent announcement of the board restructuring at Shandong Zhanggu has attracted market attention, highlighting a significant increase in state-owned enterprise (SOE) influence within the board composition [1][4]. Group 1: Board Restructuring - The sixth board of directors will consist of 11 members, a reduction from 15 in the previous board [1]. - Among the six non-independent director candidates, three are from the state-owned controlling shareholder, a notable increase from just one in the previous board [1][4]. - The upcoming shareholders' meeting in August will finalize the board positions, which will be crucial for the company's future direction [3]. Group 2: Increased State-Owned Influence - The candidates related to the Jinan Zhangqiao Public Asset Operation Company hold half of the non-independent director positions, indicating a strong presence of state-owned interests [4]. - The Jinan Zhangqiao Public Asset Operation Company holds a 29.81% stake in Shandong Zhanggu, making the Jinan Zhangqiao District Finance Bureau the actual controller of the company [4]. Group 3: Implications for Current Leadership - The long-standing leadership of Chairman Fang Rungang and his son Fang Shupeng may face challenges due to the increased state influence [5]. - Fang Rungang has been in leadership since 1997, and the recent changes may signal a shift in control dynamics [5]. - The reduction in Fang Rungang's shareholding from 14.66% to 9.85% over the years, along with recent disclosures of share reduction plans by his son, raises questions about their future role [6].

浙江天册律师事务所 法律意见书 浙江天册律师事务所 关于杭州汽轮动力集团股份有限公司 2025 年第三次临时股东会 的法律意见书 编号：TCYJS2025H1236 致：杭州汽轮动力集团股份有限公司 浙江天册律师事务所（以下简称"本所"）接受杭州汽轮动力集团股份有限 公司（以下简称"公司"）的委托，指派本所律师出席公司 2025 年第三次临时 股东会。本所律师根据《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》）和中国证券监督管理委员会《上 市公司股东大会规则》（以下简称《股东大会规则》）等法律、法规和规范性文 件的要求，以及《杭州汽轮动力集团股份有限公司章程》 （以下简称"公司章程"） 的规定，对公司本次股东会的召集和召开程序、出席会议人员资格、表决方式、 表决程序的合法性、有效性进行了审查。 本所律师根据知悉的相关事实和法律规定，按照律师行业公认的业务标准、 道德规范和勤勉尽责精神，对本次股东会所涉及的有关事项进行审查，对公司提 供的文件进行了核查和验证，并据此进行了必要判断，现出具本法律意见书。 在本法律意见书中，本所律师仅对公司本次股东会的召集、召开程序是 ...

Group 1 - The company held its 21st meeting of the 5th Board of Directors on July 24, 2025, with all 15 directors present [2][5] - The meeting approved several proposals, including amendments to the company's articles of association and governance structure to enhance compliance with new regulations [3][14] - The company plans to submit the approved proposals to the first extraordinary general meeting of shareholders in 2025 for further review [4][8] Group 2 - The Board approved the increase of the estimated daily related party transaction limit for 2025 by 128.7 million yuan, which is necessary for the company's operational needs [19][41] - The company will publish the announcement regarding the increase in related party transactions in major financial newspapers [19][38] Group 3 - The company is in the process of electing its 6th Board of Directors, with nominations for both non-independent and independent directors already made [23][44] - The 6th Board will consist of 11 directors, including 6 non-independent directors and 4 independent directors, with a term of three years [44][45] - The election process will follow the cumulative voting system and is subject to approval at the upcoming extraordinary general meeting [28][45]

Core Viewpoint - The company has established a responsibility accountability system for significant errors in annual report information disclosure to enhance the quality and transparency of its disclosures [2][3]. Group 1: General Principles - The system aims to ensure the authenticity, accuracy, completeness, and timeliness of information disclosure in accordance with relevant laws and regulations [2]. - The responsibility accountability system applies to directors, senior management, subsidiary heads, controlling shareholders, and other personnel involved in annual report information disclosure [2]. Group 2: Conditions for Accountability - Accountability will be pursued in cases of violations of laws, regulations, or internal controls that lead to significant errors or adverse impacts in annual report disclosures [3]. - Specific conditions include failure to follow disclosure procedures, lack of timely communication, and other personal reasons leading to significant errors [3]. Group 3: Severity of Accountability - Accountability may be increased for severe cases where personal subjective factors are the cause, or if there is interference with the investigation process [4]. - Mitigating factors for accountability include preventing adverse outcomes, actively correcting losses, and circumstances beyond personal control [4]. Group 4: Forms and Types of Accountability - Forms of accountability include corrective orders, economic penalties, and potential dismissal depending on the severity of the incident [5][6]. - The board of directors is responsible for interpreting and revising the accountability system [6].

Core Points - The document outlines the major operational decision-making procedures for Shandong Zhangqiu Blower Co., Ltd to standardize management and mitigate operational risks while protecting shareholder interests [1][2] - The rules specify the approval process for significant transactions, including asset purchases, sales, and external investments, requiring internal reviews and approvals from various company governance bodies [2][3] - The highest authority within the company is the shareholders' meeting, while the board of directors is responsible for major management decisions based on shareholder resolutions [1][2] Transaction Approval Process - Transactions involving assets exceeding 10% of the company's latest audited total assets or significant revenue and profit thresholds require board approval [2][3] - Specific thresholds for transactions include: asset totals over 1,000 million yuan, revenue or profit contributions over 100 million yuan, and net asset impacts exceeding 1,000 million yuan [2][3][4] - For transactions involving assets over 50% of total audited assets or significant revenue and profit contributions, shareholder approval is mandatory [3][4] External Guarantees and Debt - External guarantees must be approved by the board or shareholders, with certain guarantees requiring a two-thirds majority from attending shareholders [4][5] - The general manager can approve short-term loans based on operational needs, but loans exceeding 1,000 million yuan require board chair approval [5][6] - Non-current loans have specific thresholds for board and shareholder approval based on the company's audited net assets [5][6] Responsibilities and Liabilities - Decision-makers participating in major operational meetings are accountable for the resolutions made, with provisions for liability in case of legal violations leading to company losses [6] - The rules clarify that terms like "above" and "below" include the specified numbers, while "exceed" does not [6] - The rules become effective upon approval by the shareholders' meeting [6]

General Principles - The management system for the shares held by the board and senior management of Shandong Zhangqiu Blower Co., Ltd. aims to regulate the trading and holding changes of company stocks by its directors and senior management, in accordance with relevant laws and regulations [1][2] - The shares held by directors and senior management include those registered in their names and those held through others' accounts, as well as shares recorded in their credit accounts if engaged in margin trading [2] Information Reporting and Disclosure - Directors and senior management must report their personal and immediate family members' identity information to the Shenzhen Stock Exchange within specified timeframes, including after new appointments or changes in personal information [4][3] - The Shenzhen Stock Exchange will lock the shares held in the securities accounts of directors and senior management upon receiving their reported information [5] Share Transfer Management - There are specific conditions under which directors and senior management cannot transfer their shares, including within one year of the company's stock listing and within six months after leaving the company [5] - Directors and senior management must notify the board secretary in writing before trading company stocks, and the board secretary will verify the company's disclosure and significant matters [6] Trading Restrictions - Directors and senior management are prohibited from trading company stocks during certain periods, such as 15 days before the annual and semi-annual reports and 5 days before quarterly reports [7][8] - The company must ensure that certain individuals, such as family members of directors and senior management, do not trade company shares based on insider information [8] Responsibilities and Penalties - Violations of the management system may result in disciplinary actions, including warnings, demotions, or legal consequences, depending on the severity of the violation [9][10] - The company is required to maintain complete records of any violations and report them to regulatory authorities as necessary [10]

Core Viewpoint - The company establishes a long-term mechanism to prevent the controlling shareholder and its related parties from occupying funds, aiming to protect the legitimate rights and interests of all shareholders and creditors [2][3]. Group 1: Definition and Scope - The term "fund occupation" includes both operational and non-operational fund occupation, with operational occupation arising from related transactions and non-operational occupation involving various expenses and debts [2][3]. - The company must maintain independence from the controlling shareholder and its related parties in personnel, assets, and finances, ensuring clear ownership and responsibility [3][4]. Group 2: Financial Independence and Governance - The company is required to establish an independent financial accounting system and ensure that its board of directors and internal institutions operate independently [3][4]. - The company is prohibited from providing financial assistance to directors, senior management, or the controlling shareholder and its related parties [4][5]. Group 3: Transaction Regulations - Any operational transactions with the controlling shareholder must adhere to strict approval processes and disclosure obligations, with clear settlement deadlines [4][5]. - The company must verify the absence of fund occupation or illegal guarantees before purchasing projects or assets from the controlling shareholder or its related parties [4][5]. Group 4: Accountability and Enforcement - In cases of fund occupation, the company must issue a written notice demanding repayment within 10 working days, and if refused, the board must seek judicial freezing of the controlling shareholder's assets [5][6]. - The chairman is the primary responsible person for preventing fund occupation, with the general manager and financial director overseeing execution and supervision [6][7].

内部审计制度 山东省章丘鼓风机股份有限公司 内部审计制度 第一章 总 则 第一条 为规范山东省章丘鼓风机股份有限公司（以下简称"公司"）的内部审计工 作，根据《审计署关于内部审计工作的规定》、中国内部审计协会制定的《内部审计基 本准则》，结合公司实际，制定本制度。 第二条 公司的内部审计是一种独立客观的监督和评价活动，它通过系统化和规范 化的方法，评价和改进公司的经营管理活动和内部控制过程的效率及效果，防范经营风 险，改善运营状况，提高经济效益，帮助公司实现目标。 第三条 内部审计活动应该独立，内部审计人员在开展工作时应做到客观。 第四条 内部审计工作实行公司审计委员会负责制。内部审计机构对董事会负责， 向董事会审计委员会报告工作。内部审计机构在对公司业务活动、风险管理、内部控制、 财务信息等情况进行检查监督过程中，应当接受审计委员会的监督指导。 第二章 内部审计机构和人员 第五条 公司设审计部，在公司董事会所属审计委员会的直接领导下独立开展内部 审计工作，对公司的业务活动、风险管理、内部控制、财务信息等事项进行监督检查， 不受其他部门和个人干涉。 审计部对审计委员会负责，向审计委员会报告工作。 公司各内部机 ...

General Provisions - The guidelines for online voting at the shareholders' meeting of Shandong Zhangqiu Blower Co., Ltd. aim to standardize the voting process, facilitate shareholders' exercise of voting rights, and protect investors' legal rights [2][3] - Online voting refers to shareholders exercising their voting rights through the Shenzhen Stock Exchange's online voting system, which includes both trading and internet voting systems [2][3] Preparation for Online Voting - The company must clearly state the voting code, voting abbreviation, voting time, voting proposals, and proposal types in the notice of the shareholders' meeting [3][4] - The company is required to apply for the online voting service on the trading day following the notice release and ensure the accuracy and completeness of voting information [3][4] Voting through Trading System - The shareholders' meeting must be held on a trading day, and online voting via the trading system is available during the trading hours of the meeting day [4][5] - The Shenzhen Stock Exchange will provide a dedicated voting code and abbreviation for the company's online voting [4][5] Voting through Internet Voting System - The internet voting system will be open for voting from 9:15 AM on the day of the shareholders' meeting until 3:00 PM on the same day [5][6] - Shareholders must complete identity verification to use the internet voting system [5][6] Voting and Counting Rules - Shareholders must vote through their respective shareholder accounts, and the voting rights are calculated based on the total number of shares held in the same category [7][8] - For non-cumulative voting proposals, shareholders must clearly express their agreement, opposition, or abstention [8][9] Special Voting Provisions - The voting results of small and medium-sized investors must be separately counted and disclosed when significant matters affecting their interests are discussed [12][13] - The company must ensure compliance and accuracy in the voting data and disclose the results after the meeting [12][13]

募集资金管理制度 山东省章丘鼓风机股份有限公司 募集资金管理制度 第一章 总 则 第一条 为规范山东省章丘鼓风机股份有限公司（以下简称"公司"）募集资 金的存放、使用和管理，保证募集资金的安全，提高募集资金的使用效率，最大 限度地保障投资者的利益，根据《中华人民共和国公司法》 《中华人民共和国证券 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》 《上市公司证券发行注册管理办法》及《上市公司 募集资金监管规则》等有关法律、法规、规范性文件和《山东省章丘鼓风机股份 有限公司章程》（以下简称"《公司章程》"）的要求，结合本公司的实际情况，特 制定本制度。 第二条 本制度所称"募集资金"，是指公司通过发行股票或者其他具有股权 性质的证券，向投资者募集并用于特定用途的资金，不包括公司为实施股权激励 计划募集的资金。 本制度所称"超募资金"是指实际募集资金净额超过计划募集资金金额的部 分。 第三条 公司董事会负责建立健全公司募集资金使用管理制度，并确保本制 度的有效实施。募集资金投资项目通过公司的子公司或公司控制的其他企业实施 的，公司应当确保该子公司或受控制 ...