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]

Core Points - The document outlines the work rules for the Secretary of the Board of Directors of Xianhe Co., Ltd, based on relevant laws and regulations [2][10] - The Secretary is a senior management position responsible for liaising with the Shanghai Stock Exchange and ensuring compliance with disclosure obligations [2][3] Section Summaries General Provisions - The rules are established in accordance with the Company Law, Securities Law, and other relevant regulations [2] - The Secretary is accountable to the Board and must adhere to the Company’s Articles of Association [2] Qualifications of the Secretary - The Secretary must possess necessary professional knowledge in finance, management, and law, and must have a qualification certificate issued by the Shanghai Stock Exchange [3] - Certain individuals are prohibited from serving as Secretary, including those under regulatory sanctions or with recent disciplinary actions [3] Responsibilities of the Secretary - The Secretary is responsible for managing information disclosure, investor relations, and organizing board and shareholder meetings [4][5] - The Secretary must ensure confidentiality of undisclosed significant information and report any leaks to the Shanghai Stock Exchange [4][5] - The Secretary is tasked with training board members and senior management on their disclosure responsibilities [4] Appointment and Dismissal - The Secretary is nominated by the Chairman and appointed by the Board, with clear grounds required for dismissal [6] - In case of vacancy, a temporary replacement must be appointed, and the Board must fill the position within a specified timeframe [7] Board Meeting Responsibilities - The Secretary must prepare for board meetings, ensure proper notification and documentation, and maintain accurate meeting records [8][9] - The Secretary is also responsible for announcing board resolutions and managing related documentation [8][9] Shareholder Meeting Responsibilities - The Secretary must prepare for shareholder meetings, verify the qualifications of attendees, and maintain order during the meetings [9] - Timely announcements of shareholder resolutions are also part of the Secretary's duties [9] Information Disclosure - The Secretary must ensure that information disclosure is truthful, timely, fair, and compliant with regulations [9][10] Miscellaneous - The Secretary must adhere to laws and company regulations and complete any assigned tasks from regulatory authorities [10]

Core Viewpoint - The article outlines the selection and appointment system for accounting firms at Xianhe Co., Ltd, emphasizing the importance of maintaining shareholder interests and ensuring the quality and authenticity of financial information [1][2]. Group 1: General Principles - The system aims to standardize the selection (including reappointment and replacement) of accounting firms to protect shareholder interests and enhance financial information quality [1]. - The appointment of accounting firms must be approved by the board's audit committee and subsequently by the board and shareholders [3][4]. - The audit fees for the accounting firms are determined by the shareholders' meeting [4]. Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess independent legal status and the necessary qualifications as per national regulations [6]. - Firms should have a fixed workplace, sound organizational structure, and robust internal management systems [6]. - The firms must be familiar with relevant financial laws and regulations and have a good reputation and record of audit quality [6]. Group 3: Selection and Reappointment Procedures - The audit committee of the board is responsible for the selection of accounting firms and must ensure the audit process is conducted properly [8]. - The selection process includes competitive negotiations, public selection, and invitation-based selection to ensure fairness [10][11]. - Evaluation criteria for accounting firms must include audit fees, qualifications, past performance, and quality management levels, with a minimum weight of 40% for quality management [11][12]. Group 4: Information Disclosure - The company must disclose information about the accounting firm, including service duration and audit fees, in annual financial reports [14]. - Annual evaluations of the accounting firm's performance and the audit committee's supervisory role must also be disclosed [14]. Group 5: Supervision and Penalties - The audit committee must report any violations of the selection system that lead to serious consequences to the board [31]. - Serious violations by accounting firms may result in their disqualification from future appointments [32][33].

Core Viewpoint - The article outlines the foreign exchange hedging management system of Xianhe Co., Ltd., aimed at standardizing the company's foreign exchange hedging operations and related information disclosure to mitigate foreign currency exchange rate risks and ensure asset safety [1][2]. Group 1: General Principles - The system applies to the foreign exchange hedging activities of the company and its subsidiaries, requiring that all hedging activities be approved by the company's decision-making bodies [2][4]. - Foreign exchange hedging activities are defined as measures taken to mitigate exchange rate risks through financial institutions, including but not limited to forward foreign exchange contracts, foreign exchange futures, swaps, options, and other derivatives [2][4]. - The company must adhere to national laws and regulations, as well as the internal management system when conducting foreign exchange hedging activities [2][4]. Group 2: Business Operation Principles - The company must conduct foreign exchange hedging activities based on legitimate, prudent, safe, and effective principles, avoiding speculative trading [4][5]. - Transactions are only permitted with financial institutions approved by the State Administration of Foreign Exchange and the People's Bank of China [4][5]. - The foreign exchange amounts involved in hedging must not exceed the actual foreign currency payment needs of the company [4][5]. Group 3: Approval Authority - All foreign exchange hedging activities, regardless of amount, require a feasibility analysis report to be submitted to the board of directors for approval [5][6]. - Specific conditions necessitate that certain transactions be submitted to the shareholders' meeting after board approval, particularly if the transaction value exceeds 50% of the company's latest audited net profit or 5 million RMB [5][6]. Group 4: Department Responsibilities and Internal Processes - The board of directors and shareholders' meeting are the decision-making bodies for foreign exchange hedging activities, while the general manager is responsible for approving specific transactions within the approved limits [7][8]. - The finance department is tasked with managing risks, planning, funding, and executing foreign exchange hedging operations [7][8]. - Internal audit is responsible for supervising the actual operations and financial outcomes of the hedging activities [7][8]. Group 5: Information Disclosure and Record Management - The company must disclose information regarding foreign exchange hedging activities in accordance with the regulations set by the China Securities Regulatory Commission and the Shanghai Stock Exchange [10]. - Records related to foreign exchange hedging must be maintained by the finance department for a minimum of 10 years [10].

Core Viewpoint - The internal audit management system of Xianhe Co., Ltd. aims to strengthen internal supervision and risk control, ensuring compliance with relevant laws and regulations while enhancing the effectiveness of internal audits [1][2]. Group 1: General Provisions - The internal audit system is established to enhance internal supervision and risk control based on various laws and regulations [1]. - The scope of the internal audit includes the company, its subsidiaries, and significant equity investees [1]. Group 2: Internal Audit Department Structure - The audit department is established under the board of directors and is responsible for reporting to the audit committee [2][4]. - The audit department must maintain independence and is not to be under the financial department's leadership [4]. Group 3: Responsibilities of the Audit Department - The audit department is responsible for evaluating the effectiveness of internal controls, financial information, and compliance with laws [6][11]. - The audit committee supervises and evaluates the internal audit work, including reviewing annual plans and reports [6][11]. Group 4: Internal Audit Work Content - Internal audit work includes financial audits, internal control audits, and special audits related to specific business matters [10][16]. - The audit department must conduct audits on significant transactions, including fundraising, asset purchases, and related party transactions [12][13]. Group 5: Audit Procedures and Documentation - The internal audit process involves planning, executing audits, and reporting findings to management and the audit committee [15][16]. - Audit documentation must be maintained for at least ten years, ensuring proper management and accessibility [26][27]. Group 6: Internal Control Evaluation - The audit department is responsible for the organization and implementation of internal control evaluations, which are reported to the board and disclosed publicly [29][30]. - The board must address any significant deficiencies in internal controls identified by external auditors [30][31].

亦不存在处于筹划阶段的重大事项。 三、是否存在应披露而未披露信息的说明 证券代码： 000488 200488 证券简称：ST 晨鸣 ST 晨鸣 B 公告编号：2025-048 山东晨鸣纸业集团股份有限公司 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 一、股票交易异常波动的情况 山东晨鸣纸业集团股份有限公司（以下简称"公司"）B 股股票（股票代码：200488， 股票简称：ST 晨鸣 B）交易价格于 2025 年 8 月 4 日、2025 年 8 月 5 日、2025 年 8 月 6 日连续三个交易日收盘价格跌幅偏离值累计超过 12%，根据《深圳证券交易所股票交易 规则》的有关规定，属于股票交易异常波动的情况。 二、公司关注并核实情况的说明 的未公开重大信息。 在落实提款条件、签署贷款协议等，公司将根据资金状况、市场情况等陆续推进各生产 基地的复工复产。 山东晨鸣纸业集团股份有限公司董事会 二〇二五年八月六日 本公司董事会确认，公司目前没有任何根据《深圳证券交易所股票上市规则》等规 定应予以披露而未披露的事项或与该事项有关的筹划、商谈、意向、协议等；董事会 ...

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