Core Points - The document outlines the selection and appointment process for accounting firms by Guangxi Fenglin Wood Industry Group Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] Group 1: General Provisions - The purpose of the selection system is to standardize the appointment of accounting firms, protect shareholder interests, and comply with national regulations [1] - The selection process includes hiring, reappointment, and dismissal of accounting firms, which must be approved by the board of directors and shareholders [1][2] Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must meet specific qualifications, including necessary licenses, a solid organizational structure, a good reputation, and familiarity with relevant laws [1][3] Group 3: Selection Procedure - The selection process involves several steps, including the audit committee proposing qualifications, reviewing applications, and submitting recommendations to the board for approval [3][4] - The audit committee is responsible for ensuring a fair and competitive selection process, utilizing methods such as competitive negotiation and public bidding [3][4] Group 4: Responsibilities of the Audit Committee - The audit committee oversees the selection process, evaluates the qualifications of accounting firms, and submits annual performance reports to the board [2][3] - The committee must maintain records of evaluation criteria and ensure transparency throughout the selection process [3][4] Group 5: Supervision and Disclosure - The company must disclose information regarding the accounting firm, including service duration and audit fees, in its annual report [7] - Any significant changes in the accounting firm or audit team must be communicated to shareholders, along with reasons for such changes [7][6]

Core Viewpoint - The document outlines the insider information management system of Guangxi Fenglin Wood Industry Group Co., Ltd, aiming to regulate insider information handling, prevent abuse of knowledge rights, and ensure fair information disclosure in compliance with relevant laws and regulations [1][2]. Group 1: Insider Information Definition - Insider information refers to non-public information that significantly impacts the company's operations, finances, or market price of its securities, as defined by the Securities Law [3][4]. - The scope of insider information includes major changes in business policies, significant asset transactions exceeding 30% of total assets, important contracts, major debts, significant losses, and other critical events affecting the company [4][5]. Group 2: Insider Information Knowledge Personnel - Insider information knowledge personnel include company directors, senior management, shareholders holding over 5% of shares, and other individuals who can access insider information due to their roles or relationships with the company [5][6]. - The responsibilities of these personnel include maintaining confidentiality and reporting any insider information they become aware of [6][7]. Group 3: Registration and Reporting Procedures - Insider information knowledge personnel must complete and submit a registration form detailing their knowledge of insider information, including the time, place, and nature of the information [7][8]. - The company is required to compile and submit insider information knowledge personnel records and significant event progress memos to the relevant regulatory bodies within specified timeframes [14][15]. Group 4: Confidentiality Obligations - Personnel with access to insider information must take necessary measures to limit the dissemination of such information and are prohibited from disclosing or trading based on insider information before it is publicly disclosed [23][24]. - The company must ensure that all insider information is securely stored and that access is restricted to authorized personnel only [27][28]. Group 5: Accountability and Penalties - The company is responsible for monitoring insider trading activities and must report any violations of confidentiality obligations to regulatory authorities [31][32]. - Individuals found to have violated insider trading regulations may face penalties, including legal action and financial repercussions [32][33].

General Principles - The purpose of the fundraising management system is to standardize the management of funds raised by Guangxi Fenglin Wood Industry Group Co., Ltd., improve the efficiency and effectiveness of fund usage, and protect the interests of investors [1][2] - The funds raised refer to the money obtained through the issuance of stocks or other equity-like securities for specific purposes, excluding funds raised for stock incentive plans [3] Fund Management - The company must use the raised funds prudently according to the purposes listed in the prospectus and must not change the usage without proper disclosure [3][4] - The board of directors is responsible for continuously monitoring the management and usage of the raised funds to prevent investment risks and enhance fund usage efficiency [4] Fund Storage - The company is required to open a special account for the raised funds in a commercial bank, ensuring that only the raised funds are stored in this account [5][6] - If the company has multiple rounds of financing, separate special accounts must be established for each round [6] Fund Usage - The raised funds should primarily be used for the main business and cannot be used for financial investments or to provide funds to controlling shareholders or related parties [9][10] - If a fundraising project faces significant changes in market conditions or delays, the company must reassess the project's feasibility and disclose any necessary adjustments [11][12] Changes in Fund Usage - Any changes in the use of raised funds must be approved by the board of directors and disclosed to shareholders [15][16] - The company must ensure that any new projects funded by the raised funds align with its main business and enhance its competitive and innovative capabilities [22] Fund Management and Supervision - The accounting department must maintain detailed records of the usage of raised funds, and internal audits should be conducted at least biannually [25][26] - The company must cooperate with the sponsor or independent financial advisors in their ongoing supervision and audits of the raised funds [21][19]

General Principles - The rules are established to protect the legal rights of shareholders and clarify the responsibilities and powers of the shareholders' meeting in accordance with relevant laws and regulations [1][2] - The company must strictly follow laws, regulations, and its articles of association when convening shareholders' meetings to ensure shareholders can exercise their rights [1][2] Powers of the Shareholders' Meeting - The shareholders' meeting has the authority to elect and replace directors, approve reports from the board, and decide on profit distribution and loss compensation plans [2] - It can also make resolutions regarding capital increases or decreases, bond issuance, mergers, and amendments to the articles of association [2] Types of Shareholders' Meetings - There are annual and temporary shareholders' meetings, with the annual meeting held within six months after the end of the previous fiscal year [3] - Temporary meetings must be convened within two months under specific circumstances, such as insufficient directors or significant losses [4] Legal Opinions and Procedures - A lawyer must provide legal opinions on the legality of the meeting's procedures, the qualifications of attendees, and the validity of voting procedures [4][5] - The board must convene the meeting within the specified timeframes and respond to requests from independent directors or shareholders holding over 10% of shares [5][6] Proposals and Notifications - Proposals must fall within the powers of the shareholders' meeting and be clearly defined [8][9] - Notifications for meetings must be sent out 20 days prior for annual meetings and 15 days for temporary meetings, detailing the agenda and voting procedures [9][10] Voting and Resolutions - Voting is conducted by registered ballot, with each share carrying one vote, and resolutions require a majority or two-thirds majority depending on the type [16][39] - Special resolutions are required for significant matters such as capital changes, mergers, and major asset transactions exceeding 30% of total assets [39] Execution of Resolutions - The board is responsible for executing the resolutions made during the shareholders' meeting, and the execution status must be reported at the next meeting [59][60] - Any changes to the rules must be approved by the shareholders' meeting and will take effect after approval [62][63]

丰林集团 关联交易制度 广西丰林木业集团股份有限公司 关联交易制度 第一章 总则 第一条 为保证广西丰林木业集团股份有限公司（以下简称"公 司"）与关联方之间的关联交易符合公平、公正、公开的原则，确保 公司的关联交易行为不损害公司和非关联股东的合法权益，根据《中 华人民共和国公司法》 《中华人民共和国证券法》 《上海证券交易所股 票上市规则》 （以下简称《上市规则》 ）及《上海证券交易所上市公司 自律监管指引第 5 号——交易与关联交易》 $$(|\underline{{{\lambda}}}|\top_{|\mathrm{B}|}^{\underline{{{\mathrm{\tiny~A}}}}\underline{{{\mathrm{\tiny~B}}}}}}\not\in\langle5\ \underline{{{\mathrm{\tiny~A}}}}_{\underline{{{\mathrm{\tiny~B}}}}}\underline{{{\mathrm{\tiny~B}}}}_{\underline{{{\mathrm{\tiny~B}}}}}|\rangle$$ ） 等有关法律、法规、规范 ...

General Provisions - The purpose of the articles of association is to protect the legal rights of the company, shareholders, employees, and creditors, and to regulate the company's organization and behavior according to relevant laws [1][2] - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [1][2] - The registered capital of the company is RMB 1,120,914,416 [2] Business Objectives and Scope - The company's business objective is to enhance economic cooperation and technological exchange, producing high-quality products and developing new products to contribute to the economic development of Guangxi and achieve satisfactory social and economic benefits for investors [4] - The company's business scope includes landscaping design, forestry, sales of forest products, production of medium-density fiberboard, and import/export of various wood products and building materials [4] Shares - The company's shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice, with equal rights for each share of the same category [5][6] - The company has issued a total of 1,120,914,416 shares, all of which are ordinary shares [5] Shareholders and Shareholders' Meeting - The company establishes a shareholder register based on the certificates provided by the securities registration and settlement institution, which serves as sufficient evidence of shareholding [11] - Shareholders have rights to dividends, request meetings, supervise the company's operations, and access company documents [11][12] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [23] Decision-Making and Voting - Shareholders' meetings can make ordinary resolutions with a simple majority and special resolutions requiring a higher threshold [80][81] - Shareholders with more than 5% of shares must declare their shareholdings and any changes, and they cannot sell their shares within six months of purchase [8][9] Legal Compliance and Responsibilities - The company and its shareholders must comply with laws and regulations, and shareholders abusing their rights may be held liable for damages [39][40] - The company must fulfill information disclosure obligations in accordance with legal requirements and cooperate with court decisions [12]

Core Viewpoint - The document outlines the implementation details for online voting at the shareholder meetings of Guangxi Fenglin Wood Industry Group Co., Ltd, aiming to standardize the voting process and protect investors' rights [2][3]. Group 1: General Provisions - The online voting system allows shareholders to exercise their voting rights through the Shanghai Stock Exchange trading system or the internet voting platform [3]. - All shareholders registered on the equity registration date can participate in online voting, but each voting right can only be exercised in one way [3][4]. - The company may delegate the Shanghai Stock Exchange designated information company to provide online voting services [4]. Group 2: Notification and Preparation for Shareholder Meetings - The company must submit an online voting application to the information company when publishing the shareholder meeting notice [5]. - The notice must include details such as the type of meeting, voting times, types of participating shareholders, and voting procedures [6]. - If there are changes such as postponements or additional proposals, the company must issue timely announcements [4][6]. Group 3: Voting Methods and Procedures - Online voting must occur during the trading hours of the Shanghai Stock Exchange on the day of the shareholder meeting [7]. - Shareholders can vote through their designated securities company trading terminals or the internet voting platform [7][8]. - Shareholders with multiple accounts can aggregate their voting rights across all accounts [8][10]. Group 4: Results Statistics and Queries - The company must compile and announce the voting results after merging the results from both onsite and online voting [12][25]. - Specific voting situations, such as those involving major shareholders or directors, must be reported separately in the meeting resolution announcements [28][13]. - The document specifies that the voting results must be confirmed for compliance and any disputes should be addressed with the Shanghai Stock Exchange [12][13].

丰林集团 董事会秘书工作制度 广西丰林木业集团股份有限公司 董事会秘书工作制度 第一章 总则 第一条 为明确广西丰林木业集团股份有限公司董事会秘书的职 责，根据《中华人民共和国公司法》 《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》等有 关法律、法规、规范性文件和《广西丰林木业集团股份有限公司章程》 （以下简称《公司章程》 ），制定本制度。 第二条 公司设董事会秘书一名，为公司与证券监管机构之间的 指定联络人。董事会秘书为公司的高级管理人员，对公司董事会负责。 第三条 董事会秘书应当遵守《公司章程》 ，承担高级管理人员的 有关法律责任，对公司负有忠实和勤勉义务，不得利用职权为自己或 他人谋取利益。 第四条 公司指派董事会秘书负责与上海证券交易所联系，负责 办理信息披露与股权管理事务。 第二章 董事会秘书的任职资格 第五条 担任董事会秘书，应当具备以下条件： （一）具有良好的职业道德和个人品质； （二）具备履行职责所必需的财务、管理、法律等专业知识； （三）具备履行职责所必需的工作经验； （四）取得上海证券交易所认可的董事会秘书任职资格。 丰林集团 董事会秘书工作制 ...

Core Points - The article outlines the working rules of the Audit Committee of Guangxi Fenglin Wood Industry Group Co., Ltd, aiming to enhance the decision-making function of the board and ensure effective auditing practices [1][2][3] General Provisions - The Audit Committee is established under the board of directors to perform duties according to laws, regulations, and the company's articles of association [1] - The company must provide necessary working conditions and support for the Audit Committee [1] Composition of the Committee - The Audit Committee consists of three to five members, with a majority being independent directors, and is chaired by an independent director with accounting expertise [2][3] - The committee's term aligns with that of the board, and members can be re-elected [2] Responsibilities and Authority - The Audit Committee supervises and evaluates both internal and external audit work, ensuring the establishment of effective internal controls and accurate financial reporting [2][3] - Key responsibilities include reviewing financial information, overseeing internal controls, and examining the use of raised funds and major investment projects [3][4] Meeting Procedures - The Audit Committee must meet at least quarterly, with provisions for special meetings as needed [7][8] - A quorum requires the presence of two-thirds of the members, and decisions are made by a majority vote [8][9] Reporting and Disclosure - The Audit Committee is required to report to the board at least biannually on its activities, including internal audit progress and significant issues [6][7] - Annual performance of the Audit Committee must be disclosed alongside the company's annual report [7]

丰林集团 董事会议事规则 广西丰林木业集团股份有限公司 董事会议事规则 第一条 为了进一步规范广西丰林木业集团股份有限公司（以下 简称"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》《中华人民共和国证券法》《上市公司治理准则》 《上海证券交易所上市公司自律监管指引第 1 号——规范运作》和 《广西丰林木业集团股份有限公司章程》（以下简称《公司章程》） 的规定，制定本规则。 第二条 董事会下设董事长办公室，处理董事会日常事务。 董事会秘书为董事长办公室负责人，保管董事会印章。证券事务 代表协助董事会秘书开展工作，董事会秘书不能履行职责的时候，由 证券事务代表代为履行职责。 第三条 董事会会议分为定期会议和临时会议。 董事会每年应当至少在上下两个半年度各召开一次定期会议。 第四条 在发出召开董事会定期会议的通知前，董事长办公室应 当充分征求各董事的意见，初步形成会议提案后交董事长拟定。 董事长在拟定提案前，应当视需要征求总经理和其他高级管理人 员的意见。 第五条 有下列情形之一的，董事长应当自接到提议后 10 日内召 集和主 ...