Core Viewpoint - Guizhou Zhenhua New Materials Co., Ltd. has decided to abolish its supervisory board and amend its articles of association to enhance corporate governance in compliance with relevant laws and regulations [1][2]. Group 1: Cancellation of Supervisory Board - The company will no longer establish a supervisory board and supervisors, with the audit committee of the board of directors assuming the powers previously held by the supervisory board [1][2]. - The rules governing the supervisory board will be abolished, and any references to the supervisory board in the company's regulations will no longer apply [1][2]. Group 2: Amendments to Articles of Association - The amendments to the articles of association aim to improve the corporate governance structure and adapt to the regulatory requirements for companies listed on the Sci-Tech Innovation Board [2][3]. - The term "shareholders' meeting" will be uniformly modified to "shareholders' assembly," and references to "supervisors" and "supervisory board resolutions" will be removed [2][3]. - The amendments will also include changes in the numbering of articles and minor wording adjustments without altering the substantive content [2][3].

Core Viewpoint - The candidate, Liang Jianbang, has declared his qualifications and commitment to serve as an independent director for Guangdong Fangyuan New Materials Group Co., Ltd, ensuring his independence and compliance with relevant regulations [1]. Group 1: Qualifications and Experience - The candidate possesses basic knowledge of listed company operations and has over five years of relevant work experience in law, economics, accounting, finance, and management necessary for fulfilling independent director responsibilities [1]. - The candidate meets the requirements set forth by various laws and regulations, including the Company Law of the People's Republic of China and the Management Measures for Independent Directors of Listed Companies by the China Securities Regulatory Commission [1]. Group 2: Independence Criteria - The candidate confirms independence by stating he does not have any relationships that could affect his independence, including not being employed by the company or its affiliates, nor holding significant shares in the company [1]. - The candidate is not involved with any major business dealings with the company or its controlling shareholders, nor has he provided financial, legal, or consulting services to the company [1]. Group 3: Integrity and Record - The candidate has no adverse records, including administrative penalties from the China Securities Regulatory Commission or criminal penalties from judicial authorities in the last 36 months [2]. - The candidate has not been publicly reprimanded by the stock exchange or faced multiple criticisms in the last 36 months [3].

General Provisions - The company aims to establish a modern enterprise system, regulate its organization and behavior, and promote the preservation and appreciation of state-owned capital [1][2] - The company is registered in Guizhou Province with a registered capital of RMB 508,784,205 [2][3] - The company was approved by the China Securities Regulatory Commission for its initial public offering on August 3, 2021 [2][3] Business Objectives and Scope - The company's business objective is to utilize favorable factors for legal operations, expand domestic and international markets, and enhance competitiveness to provide good economic returns to shareholders [4] - The business scope includes the production of lithium-ion battery anode materials, cathode materials, separator materials, and electronic new materials [4] Shares - The company's shares are issued in the form of stocks, with a par value of RMB 1 per share [5][6] - The total number of shares issued is 508,740,205, all of which are ordinary shares [6][7] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including the right to request meetings and propose agenda items [11][12] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not misuse their rights to harm the company or other shareholders [16][40] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [49] - Shareholder meetings can be convened by the board of directors or at the request of shareholders holding more than 10% of the shares [53][55] Voting and Resolutions - Resolutions at shareholder meetings can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [81][83] - Matters requiring special resolutions include changes to registered capital, mergers, and amendments to the articles of association [83]

证券代码：605020 证券简称：永和股份 公告编号：2025-056 债券代码：111007 债券简称：永和转债 浙江永和制冷股份有限公司 三、《公司章程》具体修订内容 关于取消监事会、变更注册资本并修订《公司章程》 的公告 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。 浙江永和制冷股份有限公司（以下简称"公司"）于 2025 年 7 月 3 日召开第 四届董事会第二十次会议、第四届监事会第十七次会议，审议通过了《关于取消 监事会、变更注册资本并修订〈公司章程〉的议案》，现将相关情况公告如下： 一、关于取消监事会的情况 根据《中华人民共和国公司法》《上市公司章程指引》等相关法律、行政法 规的规定，结合公司实际情况，公司将不再设置监事会，监事会的职权由董事会 审计委员会行使，《浙江永和制冷股份有限公司监事会议事规则》等监事会相关 制度相应废止。 在公司股东大会审议通过取消监事会事项之前，公司第四届监事会仍将严格 按照有关法律、法规和《公司章程》的规定继续履行监督职能，维护公司和全体 股东利益。 二、公司注册资本变更情况 公司 ...

Core Viewpoint - The document outlines the management system for the shares held by the board members and senior management of Zhejiang Yonghe Refrigeration Co., Ltd, emphasizing compliance with relevant laws and regulations regarding insider trading and share transfer restrictions [1][2]. Group 1: General Provisions - The system is established to enhance the management of shares held by the company's board members and senior management, based on various laws and regulations [1]. - The system applies to the company's board members and senior management [2]. - Board members and senior management must be aware of and comply with laws prohibiting insider trading and market manipulation before trading company shares [2]. Group 2: Share Transfer Restrictions - Board members and senior management are prohibited from transferring shares under specific circumstances, such as within one year of the company's stock listing or within six months after leaving the company [2]. - Additional restrictions apply if the company is under investigation for securities violations or if the individual is under investigation related to the company [2]. Group 3: Trading Period Restrictions - Board members and senior management cannot trade company shares during certain periods, including 15 days before the annual or semi-annual report announcements [3]. - They must also comply with the regulations set forth by the China Securities Regulatory Commission and the Shanghai Stock Exchange regarding trading periods [3]. Group 4: Information Reporting and Disclosure - The company secretary is responsible for managing the identity and shareholding data of board members and senior management [5]. - Board members and senior management must report their shareholding changes within two trading days [8]. - A reduction plan must be reported to the Shanghai Stock Exchange 15 trading days before the first sale [7]. Group 5: Responsibilities and Penalties - Violations of the system by board members and senior management that result in company losses will lead to disciplinary actions and potential recovery of losses [21]. - Serious violations of laws or regulations will be reported to regulatory authorities [22][23].

Core Points - The document outlines the independent director system of Guizhou Zhenhua New Materials Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders and creditors [1][2] - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [1][2] - At least one-third of the board members must be independent directors, including at least one accounting professional [1][2] Group 1: Responsibilities and Independence of Independent Directors - Independent directors are required to focus on matters closely related to minority shareholders, such as related party transactions, external guarantees, fundraising usage, mergers and acquisitions, executive compensation, and profit distribution [2][3] - They can propose meetings of the board or shareholders and hire external auditors or legal advisors for audits or opinions on relevant matters [2][3] - Independent directors must undergo training of no less than 30 hours and obtain a qualification certificate, with follow-up training every two years [2][3] Group 2: Qualifications and Conditions for Independent Directors - Independent directors must meet specific qualifications, including legal and regulatory requirements, independence, knowledge of company operations, and at least five years of relevant work experience [5][6] - Individuals with certain relationships or holdings in the company, such as direct or indirect shareholding of more than 1% or being a major shareholder, are prohibited from serving as independent directors [3][4] Group 3: Nomination and Election Process - The board of directors or shareholders holding more than 1% of the company's shares can propose candidates for independent directors, who are then elected by the shareholders [6][7] - Candidates must consent to their nomination, and their qualifications must be reviewed by the nomination committee [6][7] Group 4: Duties and Reporting - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [10][11] - They must submit an annual report detailing their attendance at meetings, participation in committees, and communication with minority shareholders [14][15] Group 5: Support and Resources for Independent Directors - The company must provide independent directors with equal access to information and necessary resources to perform their duties effectively [18][19] - Independent directors are entitled to hire external consultants at the company's expense and receive appropriate remuneration for their services [29][30]

General Principles - The rules are established to protect the rights of Guizhou Zhenhua New Materials Co., Ltd. and its shareholders, ensuring fair and legal exercise of shareholder rights and obligations [1] - The company must strictly follow laws, regulations, and its articles of association when convening shareholder meetings [1][2] Types of Shareholder Meetings - The company holds annual shareholder meetings once a year within six months after the end of the previous fiscal year [1] - Temporary shareholder meetings are called under specific circumstances, such as when the number of directors is less than five or when shareholders holding more than 10% of shares request it [2][3] Legal Opinions and Compliance - The company must hire a lawyer to provide legal opinions on the legality of the meeting's procedures, participant qualifications, and voting results [2][4] Proposals and Notifications - Proposals must fall within the scope of the shareholder meeting's authority and be clearly defined [14] - Shareholders holding more than 1% of shares can submit temporary proposals at least 10 days before the meeting [15] Meeting Procedures - Shareholder meetings must be held at the company's registered address or a specified location, and the meeting must be orderly [21][22] - Shareholders can attend in person or appoint proxies to vote on their behalf [10][21] Voting and Decision-Making - Voting is conducted by a show of hands or through electronic means, and each share carries one vote [22][41] - The results of the voting must be announced immediately after the meeting, and decisions must be documented and disclosed [48][49] Rights and Obligations of Shareholders - Shareholders have the right to speak at meetings and must adhere to the rules of conduct [51] - The company must ensure that minority shareholders' rights are protected during the decision-making process [55]

Core Points - The document outlines the compensation management system for directors and senior management of Guangdong Fangyuan New Materials Group Co., Ltd, aiming to enhance governance structure and establish effective incentive mechanisms [1][2][3] Group 1: Compensation Management Principles - The compensation management for directors and senior management follows principles of labor distribution, alignment with company performance, market value, and transparency [3][4] - The compensation structure includes basic salary, overtime pay, position allowances, performance bonuses, and other benefits, determined by the company's compensation management system [2][3] Group 2: Compensation Structure and Standards - Internal directors receive compensation based on their actual job positions and performance assessments, along with a fixed director allowance [2] - External directors receive a fixed director allowance without additional compensation for other roles [2] - Independent directors receive a fixed independent director allowance, with the allowance standards subject to shareholder approval and distributed biannually [2] Group 3: Compensation Adjustment and Recovery - Compensation adjustments for directors and senior management are based on industry salary levels, inflation, company profitability, and organizational changes [4][5] - The company reserves the right to withhold or recover compensation in cases of significant violations or detrimental actions by directors and senior management [5][6] - The recovery process involves assessing the economic losses and determining the amount and proportion of compensation to be reclaimed [5][6] Group 4: Implementation and Effectiveness - The compensation management system is effective upon approval by the shareholders' meeting and is subject to interpretation by the board of directors [6] - The system is designed to ensure compliance with national laws and regulations, as well as the company's articles of association [6]

Core Viewpoint - The document outlines the management system for related party transactions of Guangdong Fangyuan New Materials Group Co., Ltd, aiming to ensure that such transactions are legal, fair, and reasonable, thereby protecting the rights of shareholders, especially minority investors [1][2]. Group 1: General Principles - The company aims to minimize non-routine related party transactions and ensure that transaction prices are determined based on fairness, justice, and market standards [1][2]. - Related party transactions must be disclosed in accordance with relevant regulations, and related directors and shareholders must abstain from voting [1][2][9]. Group 2: Definition of Related Parties - Related parties include individuals or entities that can control or significantly influence the company, such as shareholders holding more than 5% of shares, directors, and senior management [2][5]. - The company must assess the control and influence of related relationships and make decisions that do not harm its interests [5][8]. Group 3: Types of Related Transactions - Related transactions encompass a variety of activities, including asset purchases, investments, guarantees, and management services [5][10]. - Specific thresholds for transactions requiring board or shareholder approval are established, such as transactions exceeding 3 million RMB or 1% of total assets [6][7]. Group 4: Management Procedures - The decision-making authority for related transactions is defined, requiring independent board approval for significant transactions and shareholder approval for larger ones [6][7][9]. - Related parties must abstain from voting on transactions to ensure impartiality in decision-making [9][19]. Group 5: Disclosure Requirements - The company is required to disclose related transactions exceeding 300,000 RMB or 0.1% of total assets promptly [11][21]. - Annual reports must summarize related transactions, and any significant changes in transaction agreements must be disclosed [11][22].

广东芳源新材料集团股份有限公司 独立董事工作细则 第一章 总则 第一条 为了促进广东芳源新材料集团股份有限公司（以下简称"公司"） 规范运作，维护公司整体利益，保障全体股东特别是中小股东的合法权益不受损 害，根据《中华人民共和国公司法》（以下简称《公司法》）、《上市公司独立 董事管理办法》《上海证券交易所科创板股票上市规则》《上海证券交易所科创 板上市公司自律监管指引第 1 号——规范运作》等法律、法规、规章、规范性文 件以及《广东芳源新材料集团股份有限公司章程》（以下简称《公司章程》）等 有关规定，制定本细则。 第二条 独立董事是指不在公司担任除董事外的其他职务，并与公司及其主 要股东、实际控制人不存在直接或者间接利害关系，或者其他可能影响其进行独 立客观判断关系的董事。 独立董事应当独立、公正地履行职责，不受公司及其主要股东、实际控制人 等单位或者个人的影响。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务，应当按照法律、 行政法规、中国证券监督管理委员会（以下简称"中国证监会"）规定、上海证 券交易所（以下简称"上交所"）业务规则和《公司章程》的规定，认真履行职 责，在董事会中发挥参与决策、监督制衡 ...