Group 1 - The company announced the approval of an integrated high-performance paper-based new material project for pulp and paper use, with a total investment of approximately 11 billion RMB [1] - The project will be constructed in Hejiang County, Luzhou City, Sichuan Province, with an initial investment of about 5.5 billion RMB for the first phase [1] - The second phase of the project will also require an investment of approximately 5.5 billion RMB, contingent upon the operational status of the first phase and will require a separate investment agreement [1]

Group 1 - The company, Xianhe Co., Ltd., is convening its second extraordinary general meeting of shareholders in 2025 on August 22, 2025, at 14:00 [1][2] - The meeting will be held at the company's conference room located at 69 Tianhu South Road, Qujiang District, Quzhou City, Zhejiang Province [1][7] - Shareholders can participate in voting through the Shanghai Stock Exchange's online voting system, with voting available from 9:15 to 15:00 on the day of the meeting [1][2] Group 2 - The agenda includes several proposals, such as revising the company's shareholder meeting rules, management systems for major business and investment decisions, and a three-year dividend return plan for 2024-2026 [2][3] - The meeting will also address the election of the fourth board of directors, including both non-independent and independent director candidates [3][8] - Voting will be conducted through a combination of on-site and online methods, with specific procedures outlined for shareholders holding multiple accounts [4][6] Group 3 - Shareholders must register to attend the meeting by providing necessary documentation, including a power of attorney if represented by an agent [6][7] - The registration period is set for August 21, 2025, from 9:30 to 15:00, at the company's securities department [6][7] - The company has provided contact information for inquiries related to the meeting, including phone and fax numbers [7]

证券代码：603733 证券简称：仙鹤股份 公告编号：2025-037 债券代码：113632 债券简称：鹤 21 转债 仙鹤股份有限公司 关于投资建设林浆纸用一体化高性能纸基新材料项目 ● 项目审批程序：2025 年 8 月 6 日公司召开了第三届董事会第二十八次会 议，审议通过《关于投资建设林浆纸用一体化高性能纸基新材料项目的议案》，本 事项尚需提交公司股东大会审议。 ● 特别风险提示： 及取得排污许可证、土地使用权证、施工许可证等审批程序，相关项目投资所涉建设 周期等均存在不确定性。 定性，如遇资金紧张的情况，可能会影响项目的投资金额及投资进度。 一期投产。一期项目计划投资约55亿元，建成达产后，预计年产值约51.5亿元，年税 收约4.5亿元，提供就业岗位约2000人。项目实施过程中存在诸多不确定性因素，包 括市场环境的变化、项目审批的进度、资金的筹集等，都会导致一期项目存在不确定 性。二期项目将根据一期项目的实施情况，参照市场形势和企业经营情况，适时投资 建设。二期项目在满足投资条件的前提下将和四川省合江县人民政府另行签订投资协 议，后续实施存在不确定性。 如果一期项目投资落地或运营效果未达预期，可能 ...

董事、高级管理人员离职管理制度 仙鹤股份有限公司 董事、高级管理人员离职管理制度 第一章 总则 第一条 为规范仙鹤股份有限公司（以下简称"公司"）董事、高级管理 人员离职程序，确保公司治理结构的稳定性和连续性，维护公司及股东的合法权 益，根据《中华人民共和国公司法》（以下简称"《公司法》"）《上市公司章 程指引》《上海证券交易所股票上市规则》《上海证券交易所上市公司自律监管 指引第 1 号——规范运作》（以下简称"《监管指引 1 号》"）等法律法规、规 范性文件及《仙鹤股份有限公司章程》（以下简称"《公司章程》"）的相关规 定，结合公司实际情况，制定本制度。 第二条 本制度适用于公司全体董事（含独立董事）、高级管理人员的辞 任、任期届满、被解除职务或其他原因离职的情形。 第三条 公司董事、高级管理人员离职管理应遵循以下原则： （一）合法合规原则：严格遵守国家法律法规、监管规定及《公司章程》的 要求； （二）公开透明原则：及时、准确、完整地披露董事、高级管理人员离职相 关信息； （三）平稳过渡原则：确保董事、高级管理人员离职不影响公司正常经营和 治理结构的稳定性； （四）保护股东权益原则：维护公司及全体股东的合 ...

Core Points - The establishment of the ESG Committee aims to enhance the company's governance structure and improve its environmental, social, and governance (ESG) performance [1][2] - The ESG Committee is responsible for researching and providing recommendations on ESG matters, reporting to the board of directors [1][2] - The committee consists of three members, all of whom are directors, and is led by a chairperson elected by the board [2][3] Group 1: Committee Structure - The ESG Committee is a specialized working body under the board of directors, responsible for overseeing the implementation of ESG strategies and objectives [1][2] - The committee's members are nominated by the chairman or a majority of independent directors and elected by the board [2] - The committee's term aligns with that of the board, and members can be re-elected [2][3] Group 2: Responsibilities and Authority - The ESG Committee supervises the implementation of ESG strategies and provides guidance on ESG risk management [3][4] - It is tasked with establishing communication channels with stakeholders and ensuring policies are in place to protect the company's reputation [3][4] - The committee reviews ESG-related reports and significant matters, submitting them for board approval [3][4] Group 3: Operational Procedures - The ESG Committee holds regular meetings annually and can convene temporary meetings as needed [5][6] - A quorum for meetings requires the presence of at least two-thirds of the committee members [6][7] - Meeting records must be kept for a minimum of ten years, and all members are bound by confidentiality regarding meeting discussions [8][8]

Core Viewpoint - The document outlines the information disclosure management measures for Xianhe Co., Ltd., emphasizing the importance of accurate, complete, and timely information disclosure to protect the rights of shareholders and the public [1][2][6]. Group 1: General Principles - The company and related information disclosure obligors must disclose information in accordance with laws, regulations, and the company's articles of association, ensuring the information is true, accurate, complete, and timely [2][6]. - Information disclosure should be conducted through direct disclosure methods, primarily using the Shanghai Stock Exchange's electronic disclosure system [3][5]. Group 2: Disclosure Obligations - Information disclosure obligors include directors, senior management, shareholders, and other parties involved in significant transactions or changes in equity [2][6]. - The company must ensure that all investors have equal access to disclosed information, prohibiting selective disclosure [12][13]. Group 3: Reporting Requirements - The company is required to disclose periodic reports, including annual, semi-annual, and quarterly reports, within specified timeframes after the end of each accounting period [23][25]. - If the company anticipates not being able to disclose a periodic report on time, it must announce the reasons and proposed solutions [13][14]. Group 4: Temporary Reports - The company must immediately disclose significant events that may impact the trading price of its securities, including major lawsuits, changes in control, or significant financial losses [23][24]. - The company must report any major litigation or arbitration matters that exceed a specified monetary threshold or could significantly affect its stock price [39][40]. Group 5: Internal Management and Compliance - The board of directors is responsible for ensuring compliance with disclosure obligations, and the board secretary plays a key role in coordinating these efforts [60][66]. - The company must maintain strict confidentiality regarding insider information and ensure that only authorized personnel have access to sensitive information [12][76].

Core Points - The document outlines the working rules for independent directors at Xianhe Co., Ltd, aiming to enhance corporate governance and ensure independent decision-making [1][2][3] - Independent directors are defined as those who do not hold other positions within the company and have no significant relationships that could affect their judgment [2][3] - The company is required to have at least three independent directors, making up no less than one-third of the board, including at least one accounting professional [2][4] Summary by Sections General Provisions - The rules are established to improve the governance structure of Xianhe Co., Ltd and to regulate the behavior of independent directors [1][2] - Independent directors owe a duty of loyalty and diligence to the company and all shareholders, and must act independently without influence from major shareholders or actual controllers [2][3] Qualifications of Independent Directors - Independent directors must meet various legal and regulatory requirements, including those set by the Company Law and the China Securities Regulatory Commission [5][6] - Candidates must possess relevant experience and knowledge, including at least five years in legal, accounting, or economic fields [6][7] Nomination, Election, and Replacement of Independent Directors - The board or shareholders holding more than 1% of shares can nominate independent director candidates, who must be approved by the shareholders' meeting [11][12] - Independent directors serve a term aligned with other board members, with a maximum continuous service of six years [8][9] Responsibilities and Performance of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [18][19] - They must maintain independence and can request external audits or consultations when necessary [19][20] Support for Independent Directors - The company must provide necessary working conditions and support for independent directors to fulfill their duties effectively [38][39] - Independent directors are entitled to equal access to information and resources as other board members [39][40] Compensation and Insurance - The company is responsible for covering costs related to the hiring of professional institutions by independent directors and must provide appropriate compensation [26][42] - A liability insurance system for independent directors may be established to mitigate risks associated with their duties [26][42]

Core Viewpoint - The document outlines the major operational and investment decision-making management system of Xianhe Co., Ltd, emphasizing the need for a scientific, standardized, and transparent decision-making process to protect the interests of the company and its shareholders [1]. Group 1: General Principles - The management system aims to comply with national laws and regulations, align with the company's development strategy, and control risks through strict decision-making procedures [1]. - The company's departments are responsible for undertaking, verifying, implementing, and monitoring major operational decisions, while the management team oversees investment planning and monitoring [1]. Group 2: Decision-Making Scope - Major operational and investment matters covered by this system exclude daily business activities and include significant transactions as defined [2][3]. Group 3: Approval Authority and Procedures - Transactions meeting specific thresholds, such as exceeding 10% of the latest audited total assets or net assets, require board approval and timely disclosure [4]. - Transactions involving asset purchases, external investments, financial assistance, guarantees, and other significant activities are subject to these approval processes [4][5]. Group 4: Disclosure and Reporting - Certain transactions can be exempt from shareholder meeting approval but must still adhere to disclosure obligations [7]. - Transactions involving equity purchases or sales must disclose recent financial reports or asset evaluation reports as per the established guidelines [6][10]. Group 5: Execution and Supervision - The implementation of approved major operational and investment projects must be ensured through designated execution plans and financial arrangements [14]. - The company holds decision-makers accountable for significant economic losses resulting from decision-making errors or breaches of duty [30][31]. Group 6: Additional Provisions - The document specifies that the company must adhere to national laws and regulations, and any inconsistencies with these laws will necessitate revisions to the management system [36][37].

General Provisions - The company establishes an audit committee to enhance decision-making functions and improve corporate governance structure based on relevant laws and regulations [1][2] - The audit committee is composed of three independent directors who are not senior management, with an accounting professional serving as the chairperson [2][3] Responsibilities and Authority - The audit committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [7][8] - Key responsibilities include approving financial reports, hiring or dismissing external auditors, and overseeing changes in accounting policies [7][8] - The committee must ensure that external auditors operate independently and adhere to professional standards [3][4] Decision-Making Procedures - The audit committee meetings are held at least quarterly, with decisions requiring a majority vote from members present [8][9] - The committee can invite relevant personnel to meetings and must maintain confidentiality regarding discussed matters [10][9] Reporting and Disclosure - The audit committee must report its annual performance and activities to the board and disclose any significant issues found during audits [5][6] - If financial reports are found to contain false information, the committee must ensure timely disclosure and follow-up on corrective actions [5][6] Miscellaneous Provisions - The audit committee's operational guidelines are subject to national laws and regulations, and any conflicts with future regulations will necessitate amendments [10][10] - The interpretation rights of these guidelines belong to the company's board of directors [10]

General Principles - The purpose of the related party transaction management system is to ensure that transactions between the company and related parties are fair, just, and open, protecting the interests of the company and its shareholders, especially minority investors [1] - Related party transactions are defined as the transfer of resources or obligations between the company, its subsidiaries, and related parties [1] Scope of Related Parties and Transactions - Related parties include both legal entities and natural persons that have a special relationship with the company, which may lead to a tilt in the company's interests [2] - The types of related party transactions include but are not limited to asset purchases or sales, external investments, financial assistance, guarantees, leasing, and management of assets and businesses [3][4] Pricing Principles and Management - Related party transactions should follow pricing principles such as national pricing, market pricing, cost-plus pricing, and negotiated pricing [6] - The financial department of the company is responsible for tracking market prices and cost changes related to these transactions [7] Review Procedures and Disclosure - Transactions exceeding certain thresholds must be approved by a majority of independent directors and disclosed promptly [8][9] - For transactions over 30,000 yuan with natural persons or over 3 million yuan with legal entities, specific review and disclosure procedures are required [8][9] Board and Shareholder Meeting Procedures - Related directors must abstain from voting on transactions in which they have a conflict of interest, and decisions must be made by a majority of non-related directors [10] - Related shareholders must also abstain from voting on relevant transactions, ensuring that the decision-making process remains unbiased [11][12] Financial Assistance and Guarantees - The company is generally prohibited from providing financial assistance to related parties, with specific exceptions outlined for non-controlling related companies [12] - Guarantees provided to related parties require approval from a majority of non-related directors and must be disclosed to shareholders [13] Cumulative Calculations and Reporting - Related party transactions occurring within a 12-month period are to be cumulatively calculated for disclosure and approval purposes [14] - Daily related party transactions must be reported in annual and semi-annual reports, ensuring transparency in execution [16][17] Exemptions from Review and Disclosure - Certain transactions that provide unilateral benefits to the company without any obligations can be exempt from the review and disclosure process [20] - Transactions that meet specific criteria, such as receiving funds at market rates without guarantees, are also exempt [20] Record Keeping and Amendments - Records of related party transaction decisions must be maintained for a period of 10 years [26] - The management system can be amended by the board of directors and must be approved by the shareholders [28][29]