证券代码：688661 证券简称：和林微纳 编号：2025-038 苏州和林微纳科技股份有限公司 关于完成董事会换届选举及 聘任高级管理人员、证券事务代表的公告 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、准确性和完整性依法承担法律责任。 根据《中华人民共和国公司法》（以下简称"《公司法》"）、《上海证券 交易所科创板股票上市规则》（以下简称"《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》以及《苏州和林微纳科技股 份有限公司章程》（以下简称"《公司章程》"）的有关规定，苏州和林微纳科 技股份有限公司（以下简称"公司"）于 2025 年 9 月 1 日召开 2025 年第一次临 时股东大会，选举产生了公司第三届董事会非独立董事（不含职工代表董事）和 独立董事，并与公司职工代表大会选举产生的职工代表董事，共同组成公司第三 届董事会。 同日，公司召开第三届董事会第一次会议，选举产生了董事长、董事会专门 委员会委员，并聘任了高级管理人员及证券事务代表，现将相关情况公告如下： 一、董事会换届选举情况 （一）董事会选举情况 ...

Core Points - The document outlines the insider information management system for Suzhou Helin Micro-Nano Technology Co., Ltd, emphasizing the importance of confidentiality and compliance with relevant laws and regulations [1][2][3] - The board of directors is designated as the management body for insider information, with the chairman being the primary responsible person [1][2] - The company must maintain accurate and complete records of insider information and its recipients, ensuring that any disclosure is approved by the board [4][5] Group 1: Insider Information Management - Insider information is defined as non-public information that could significantly impact the company's operations, finances, or stock prices [7][8] - The scope of insider information includes major changes in business strategy, significant asset transactions, and any legal issues that could affect the company [3][4][5] - The company must report insider information to regulatory bodies within five trading days after public disclosure [9][10] Group 2: Responsibilities and Procedures - The board secretary is responsible for managing insider information and ensuring compliance with disclosure regulations [2][3] - All departments and personnel must adhere to confidentiality protocols and report any insider information to the board secretary immediately [12][13] - The company must maintain a record of all individuals who have access to insider information, including their relationship to the company and the nature of the information [14][15] Group 3: Confidentiality and Compliance - Insider information must be kept within a limited circle, and any unauthorized disclosure is strictly prohibited [22][23] - The company must ensure that all insider information is securely stored and that access is controlled [28][29] - Violations of insider information regulations can lead to disciplinary actions, including termination and legal consequences [34][35][36]

General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [2][3] - The company was registered on February 24, 2021, and issued 20 million A shares, which were listed on the Shanghai Stock Exchange on March 29, 2021 [3][4] - The company is located at 80 Emei Mountain Road, Suzhou High-tech Zone [4] Business Objectives and Scope - The company's business objective is to focus on micro-precision manufacturing technology to create social value [5] - The business scope includes R&D, production, and sales of micro-precision molds and components, micro-stamping parts, micro-connectors, and various electronic plastic products [5] Share Issuance - The company's shares are issued in the form of registered stocks, with A shares listed on the Shanghai Stock Exchange and H shares on the Hong Kong Stock Exchange [6][7] - The company has issued a total of 151.887826 million A shares [7] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in shareholder meetings, and they are responsible for their subscribed shares [12][13] - The company must ensure that shareholders' legal rights are protected and that they are treated fairly [13] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the previous fiscal year [49] - Shareholder meetings must be convened in accordance with legal and regulatory requirements, and shareholders can propose agenda items [59][60] Board of Directors and Management - The board of directors is responsible for the company's operations and must act in the best interests of the company and its shareholders [19][20] - The company must maintain independence in its operations, finance, and personnel [18] Financial Management and Reporting - The company is required to disclose financial information and significant events in accordance with applicable laws and regulations [14][22] - The company must conduct audits and provide reports to shareholders regarding financial performance and significant transactions [20][22]

苏州和林微纳科技股份有限公司 第一章 总则 第一条 为规范苏州和林微纳科技股份有限公司（以下简称"本公司"或"公 司"）的信息披露行为，确保公司信息披露的真实、准确、完整与及时，切实保 护公司、股东及投资者的合法权益，根据《中华人民共和国公司法》、《中华人 民共和国证券法》（以下简称"《证券法》"）、《上市公司信息披露管理办法》、 《上海证券交易所科创板股票上市规则》（以下简称"《上市规则》"）、《上 海证券交易所科创板上市公司自律监管规则适用指引第1号——规范运作》《香 港证券与期货条例》《香港联合交易所有限公司证券上市规则》等相关法律、法 规、规范性文件、公司股票上市地证券监管规则以及《苏州和林微纳科技股份有 限公司章程》（以下简称"《公司章程》"）的规定，制定本制度。 （一）公司董事和高级管理人员； （二）公司的股东、实际控制人； （三）收购人； （四）重大资产重组、再融资、重大交易有关各方等自然人、单位及其相关 人员； （五）破产管理人及其成员； （六）法律、行政法规和中国证监会、公司股票上市地证券监管机构规定的 其他信息披露义务人。 第三条 公司及上述相关信息披露义务人应当根据相关法律、法规、规范性 ...

苏州和林微纳科技股份有限公司 第一章 总 则 第一条 为强化苏州和林微纳科技股份有限公司（以下简称"公司"）董事 会对经营层的有效监督，进一步完善公司法人治理结构，根据《中华人民共和国 公司法》、 《上市公司治理准则》 《香港联合交易所有限公司证券上市规则》 （以下 简称"《香港上市规则》"）、《苏州和林微纳科技股份有限公司章程》（以下简称 "《公司章程》")及其他有关规定，特制定本规则。 第二条 董事会提名委员会是董事会下设的专门工作机构，主要负责对公司 董事和高级管理人员的人选、选择标准和程序进行选择并提出建议。 第二章 人员组成 第三条 提名委员会成员由三名董事组成，其中独立非执行董事两名，且须 包含两种性别的董事。 第四条 提名委员会委员由董事长、二分之一以上独立非执行董事或者全体 董事的三分之一提名，并由董事会选举产生。 第五条 提名委员会设主任委员一名，由独立非执行董事委员担任，负责召 集会议及主持委员会工作；主任委员在委员内选举，并报请董事会批准产生。 第六条 提名委员会任期与董事会一致，委员任期届满，连选可以连任。期 间如有委员不再担任公司董事职务，自动失去委员资格，并由董事会根据上述规 定补 ...

Core Points - The article outlines the governance structure and responsibilities of the Audit Committee of Suzhou Helin Micro-Nano Technology Co., Ltd, emphasizing the need for effective supervision of the management by the board of directors [1][2][3] - The Audit Committee is composed of three non-executive directors, with a majority being independent non-executive directors, ensuring independence from daily management [2][3] - The committee is responsible for reviewing financial information, supervising internal and external audits, and ensuring compliance with accounting standards and regulations [8][9][10] Group 1: Committee Composition and Responsibilities - The Audit Committee consists of three non-executive directors, with independent non-executive directors making up more than half [2] - The committee is tasked with reviewing financial reports, supervising audits, and evaluating internal controls [8][9] - The committee must report to the board on necessary actions or improvements regarding audit matters [3][8] Group 2: Decision-Making Procedures - The Audit Committee meetings must be held at least quarterly, with provisions for special meetings as needed [17][18] - A quorum for meetings requires the presence of at least two-thirds of the committee members [19] - Decisions made by the committee must be approved by a majority of the members present [19][20] Group 3: Reporting and Disclosure - The company is required to disclose the Audit Committee's annual performance and any significant issues identified during its operations [27][28] - If the board does not adopt the committee's recommendations, the company must disclose the reasons for this decision [29] - The committee is responsible for ensuring compliance with relevant laws and regulations regarding financial reporting and internal controls [12][13]

Core Points - The establishment of the Compensation and Assessment Committee aims to enhance the governance structure of Suzhou Helin Micro-Nano Technology Co., Ltd. and improve the assessment and compensation management system for directors and senior management [1][2] - The committee is responsible for formulating assessment standards and compensation policies for directors and senior management, ensuring transparency and fairness in the compensation process [2][3] Group 1: Committee Structure - The Compensation and Assessment Committee consists of three directors, including two independent non-executive directors [2] - The committee members are nominated by the chairman, more than half of the independent non-executive directors, or one-third of all directors, and elected by the board [2][3] - The committee has a chairperson who is an independent non-executive director, responsible for leading the committee's work [1][2] Group 2: Responsibilities and Authority - The committee is tasked with developing assessment standards for directors and senior management, reviewing and approving compensation policies, and making recommendations to the board [3][4] - It is responsible for reviewing and approving equity incentive plans and employee stock ownership plans, ensuring alignment with the company's goals [3][4] - The committee must ensure that no director participates in determining their own compensation [3][4] Group 3: Decision-Making Procedures - The committee holds regular meetings at least once a year, with decisions requiring the presence of at least two-thirds of its members [6][7] - Meeting records must be kept, documenting the date, participants, agenda, and voting results [7][8] - The committee can invite other directors and senior management to attend meetings and may seek professional advice when necessary [6][7] Group 4: Implementation and Compliance - The implementation rules for the committee take effect upon approval by the board and are applicable to the company's H shares listed on the Hong Kong Stock Exchange [8] - Any matters not covered by these rules will follow relevant national laws, regulations, and the company's articles of association [8]

苏州和林微纳科技股份有限公司 第三条 董事会秘书应当遵守《公司章程》，承担法律、法规、公司股票上 市地证券监管规则及《公司章程》对公司高级管理人员所要求的义务，享有相应 的工作职权，并获取相应报酬，对公司负有诚信和勤勉义务，不得利用职权为自 己或他人谋取利益。 第四条 董事兼任董事会秘书的，如某一行为需由董事、董事会秘书分别作 出时，则该兼任董事及董事会秘书的人不得以双重身份作出。 第五条 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）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； 第一章 总 则 第一条 为了促进苏州和林微纳科技股份有限公司（以下简称"公司"）规 范化运作，充分发挥董事会秘书的作用，加强董事会秘书工作的指导，根据《中 华人民共和国公司法》（以下简称"《公司法》"）、《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》《香港联合交易所有限公司证券上 市规则》和《苏州和林微纳科技股份有限公司章程》（以下简称"《公司章程》"）， 制定本细则。 第二条 公司设董事会秘书一名，董事会秘书为公司的高级管理人员，对公 司和董事会负 ...

Core Points - The company establishes a Board Strategy and ESG Committee to enhance oversight of management and improve ESG management levels [1][2] - The committee is responsible for researching and proposing suggestions on long-term development strategies, major investment decisions, and ESG work [1][3] Group 1: Committee Structure - The committee consists of three directors, with the chairman serving as the head [2] - The committee's term aligns with that of the board, and members can be re-elected [2] - An Investment Review Group is established under the committee to support the execution of strategies and decisions [2] Group 2: Responsibilities and Authority - The committee's main responsibilities include researching and proposing suggestions on mid-to-long-term development strategies and major investments [3] - It conducts research and analysis on ESG policies, strategies, and goals, providing recommendations for improvement [3] - The committee is tasked with overseeing the implementation and progress of ESG work, including regular checks on ESG goal advancement [3] Group 3: Decision-Making Process - The Investment Review Group prepares necessary materials for the committee's decision-making on strategic planning and major investments [4][5] - The committee convenes meetings based on proposals from the Investment Review Group, discussing and submitting results to the board [5][6] - Meetings require a two-thirds attendance of committee members to be valid, and decisions must be approved by a majority [6][7] Group 4: Meeting Procedures - Meetings must be announced three days in advance, with provisions for exceptions [6] - The committee can invite other directors and senior management to attend meetings if necessary [6] - Meeting records must be kept, detailing attendees, discussions, and voting results [6][7]

Group 1 - The company aims to improve its corporate governance structure and clarify the responsibilities and procedures of the general manager [1][2] - The general manager is responsible for daily operations and management, reporting to the board of directors [3][4] - Senior management positions, including the general manager and vice presidents, are appointed by the board based on nominations [2][5] Group 2 - Senior management must adhere to legal regulations and company bylaws, ensuring transparency in the hiring process [2][6] - The general manager has specific responsibilities, including implementing board resolutions and managing the company's annual business plan [3][4] - The company has established a reporting system where the general manager must report quarterly to the board and audit committee [31][32] Group 3 - The company has defined the roles of senior management, including the vice president and financial officer, with clear responsibilities [4][5] - The general manager's office meetings are held regularly to discuss key operational and financial matters [19][20] - Decisions made in these meetings must be reported to the board if they require board approval [26][27] Group 4 - The company has set investment decision-making powers for the general manager, including approval of non-related transactions below certain thresholds [29][30] - The general manager can delegate specific powers to senior management based on their responsibilities [30] - The company emphasizes the importance of compliance with laws and regulations in all operational aspects [34][36]