第一条 为进一步加强上海耀皮玻璃集团股份有限公司（以下简称"公司"） 对下属子公司（以下简称"子公司"）的管理，规范子公司行为，保证子公司 规范运作和依法经营，保护投资者合法权益，根据《中华人民共和国公司法》 （以下简称"《公司法》"）、《上海证券交易所股票上市规则》（以下简称 "《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》等法律、法规、规范性文件以及《上海耀皮玻璃集团股份有限公司章程》 （以下简称"《公司章程》"），结合公司实际情况，制定本制度。 第二条 本制度所称子公司指本公司持有其50%以上的股权/股份，或者虽未 达到50%但能够决定其董事会半数以上成员的组成，或者通过协议或其他安排能 够实际控制的公司（包括全资子公司）。 子公司管理制度 上海耀皮玻璃集团股份有限公司 子公司管理制度 第一章 总则 第三条 本制度旨在规范公司对子公司的管理，建立健全公司长期、有效的 控制机制，在实现子公司高效、有序运作的同时，提高公司整体运作效率和抗 风险能力，最大程度保障股东利益。 第四条 本制度适用于公司及子公司。公司各职能部门应依照本制度及相关 内控制度，及时、有效地对子公司做好管理 ...

Core Viewpoint - The Shanghai Yaopi Glass Group Co., Ltd. is proposing amendments to its Articles of Association, including the cancellation of the supervisory board, to align with the latest legal regulations and improve corporate governance [1][2][3]. Summary by Sections Amendments to Articles of Association - The company aims to revise certain clauses in its Articles of Association to enhance the protection of the rights and interests of the company, shareholders, and creditors [1]. - The role of the legal representative is clarified, stating that the chairman of the board will act as the legal representative, and if the chairman resigns, it will be considered a resignation from the legal representative position as well [1][2]. - New provisions are added to specify that the legal representative's civil activities will be borne by the company, and the company will assume civil liability for damages caused by the legal representative while performing their duties [1][2]. Shareholder Responsibilities and Rights - Shareholders are responsible for the company's debts only to the extent of their subscribed shares, and the company will be liable for its debts with all its assets [1][2]. - The Articles will now allow shareholders to sue each other and the company’s directors, supervisors, and senior management, enhancing accountability [1][2]. Corporate Governance Enhancements - The company will establish a Communist Party organization and conduct party activities, providing necessary conditions for such activities [2][3]. - The amendments include provisions for the issuance of shares, ensuring equal rights for all shareholders of the same class [2][3]. Financial Assistance and Capital Increase - The company can provide financial assistance for acquiring its shares, with a limit set at 10% of the total issued capital [3]. - Various methods for increasing capital are outlined, including public and private offerings, and the distribution of bonus shares [3]. Shareholder Meeting Procedures - The company outlines the procedures for convening shareholder meetings, including the rights of shareholders to propose meetings and the requirements for valid resolutions [3][4]. - The amendments specify the conditions under which a temporary shareholder meeting must be called, ensuring timely responses to significant corporate events [3][4]. Accountability and Legal Compliance - The company emphasizes the need for compliance with laws and regulations, including the responsibilities of directors and senior management to act in the best interests of the company and its shareholders [3][4]. - Provisions are included to ensure that any decisions made by the board or shareholders that violate laws or regulations can be challenged in court [3][4].

Core Viewpoint - The document outlines the management system for the deferral and exemption of information disclosure by Shanghai Yaopi Glass Group Co., Ltd, emphasizing compliance with relevant laws and regulations [1][8]. Group 1: General Principles - The purpose of the system is to standardize the deferral and exemption of information disclosure, ensuring compliance with the Securities Law of the People's Republic of China and the Shanghai Stock Exchange listing rules [1][2]. - Information disclosure obligations must be fulfilled in accordance with the established rules, and any deferral or exemption must be supported by sufficient evidence [1][2]. Group 2: Scope of Deferral and Exemption - The company and other obligated parties must carefully determine the scope of deferral and exemption, which should align with the conditions at the time of the company's initial listing [2][3]. - Information that involves state secrets or commercial secrets may be exempted from disclosure if it meets specific criteria, such as potential harm to competition or violation of confidentiality [2][3]. Group 3: Approval Procedures - The board of directors is responsible for overseeing the deferral and exemption processes, with the board secretary coordinating the specific tasks [4][5]. - Any request for deferral or exemption must be submitted in writing, and the board office will review the request for compliance with legal and regulatory requirements [4][5]. Group 4: Record Keeping and Reporting - The board secretary must maintain a record of any deferral or exemption decisions, which should be confirmed by the chairman and stored for a minimum of ten years [5][6]. - Relevant materials regarding deferral or exemption must be submitted to the local securities regulatory authority and the Shanghai Stock Exchange within ten days after the announcement of periodic reports [5][6]. Group 5: Penalty Rules - The company will impose disciplinary measures on responsible personnel if they improperly handle deferral or exemption requests, in accordance with the company's information disclosure management system [6][7]. Group 6: Miscellaneous Provisions - The deferral and exemption practices must comply with the listing rules and other relevant regulations of the Shanghai Stock Exchange [8][9]. - The system will take effect upon approval by the board of directors and will be subject to interpretation and modification by the board [8][9].

Core Points - The company, Shanghai Yaohua Pilkington Glass Group Co., Ltd., was established as a Sino-foreign joint venture in November 1983 with a registered capital of RMB 165.2 million, where the Chinese side held 75% and the foreign side held 25% [1] - The company underwent a transformation into a joint-stock company in 1993, with a total share capital of RMB 390 million, and its B shares were listed on the Shanghai Stock Exchange in December 1993 [2] - The company changed its name to Shanghai Yaohua Pilkington Glass Group Co., Ltd. in August 2011 [2] General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [3] - The registered capital of the company is RMB 934,916,069 [4] - The company is intended to have perpetual existence as a joint-stock limited company [4] Business Objectives and Scope - The company's business objective is to apply advanced technology to produce high-end products and engage in diversified operations to maximize economic benefits for all shareholders [6] - The business scope includes research and development, production, and sales of various types of float glass, processed glass, automotive glass, and other special glass products [6] Shares - The total number of shares issued by the company is 934,916,069, all of which are ordinary shares [8] - The company may increase its capital through various means, including issuing shares to unspecified objects, subject to shareholder approval [10] Shareholder Rights and Obligations - Shareholders have the right to receive dividends and participate in decision-making processes, including the right to request meetings and supervise the company's operations [12] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not abuse their rights to harm the company or other shareholders [16] Shareholder Meetings - The company holds annual shareholder meetings within six months after the end of the previous fiscal year [46] - Special resolutions require a higher threshold for approval compared to ordinary resolutions, ensuring significant decisions are made with broader consensus [78] Decision-Making and Voting - Ordinary resolutions require a simple majority of the votes cast, while special resolutions require a two-thirds majority of the votes cast [79] - The company must ensure that all voting procedures are transparent and comply with legal requirements [35]

关联交易管理办法 上海耀皮玻璃集团股份有限公司 关联交易管理办法 （尚需提交公司 2024 年年度股东大会审议通过后生效） 第一章 总 则 第一条 为规范上海耀皮玻璃集团股份有限公司（以下简称"公司"）的关 联交易，保证公司关联交易符合公平、公正、公开的原则，维护公司和股东的合 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》 $$(\left[\lambda\right]\top_{\left[\mathrm{H}\right]}^{\mathrm{flat}}\tilde{A}_{\left[\mathrm{H}\right]}^{\mathrm{flat}})^{\mathrm{flat}}$$ 《证 券法》" ）、《上海证券交易所股票上市规则》 （以下简称" 《股票上市规则》 "）、 《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》等相关法律法 规、规范性文件和《上海耀皮玻璃集团股份有限公司章程》 （以下简称" 《公司章 程》 "）的相关规定，结合公司实际情况，制定本办法。 第二条 本办法所称关联交易是指公司、控股子公司及其控制的其他主体与 公司关联人之间发生的转移资 ...

第二条 本办法所称募集资金是指公司通过发行股票或者其他具有股权性质 的证券，向投资者募集并用于特定用途的资金监管，但不包括公司实施股权激 励计划募集的资金监管。 第三条 募集资金到位后，按有关规定，公司应及时办理验资手续，由具有 证券从业资格的会计师事务所出具验资报告。 第四条 募集资金的使用应当符合招股说明书或者其他公开发行募集文件所 列用途使用。 第五条 公司的董事和高级管理人员应当勤勉尽责，督促公司规范使用募集 资金，确保公司募集资金安全，不得操控公司擅自或变相改变募集资金用途。 第六条 公司控股股东、实际控制人及其他关联人不得直接或者间接占用或 者挪用公司募集资金，不得利用公司募集资金及募集资金投资项目(以下简称 "募投项目")获取不正当利益。 募集资金管理办法 上海耀皮玻璃集团股份有限公司 募集资金管理办法 （尚需提交公司2024年年度股东大会审议通过后生效） 第一条 为规范上海耀皮玻璃集团股份有限公司（以下简称"公司"）募集 资金的管理和使用，切实保护投资者的利益，提高募集资金的使用效率，根据 《中华人民共和国公司法》、《中华人民共和国证券法》、《上市公司募集资 金监管规则》、《上海证券交易所上市 ...

General Principles - The financial derivatives trading management system is established to regulate the trading activities of Shanghai Yaopi Glass Group Co., Ltd. and its subsidiaries, ensuring compliance with relevant laws and regulations [1][2] - Financial derivatives include products such as futures, options, forwards, and swaps, which can be traded on-exchange or off-exchange, and can involve various underlying assets [1] Basic Principles of Trading - The company and its subsidiaries must conduct financial derivatives trading based on legitimate, prudent, safe, and effective principles, primarily for risk hedging rather than speculative profit [2][3] - Trading is restricted to approved financial institutions with foreign exchange derivatives trading qualifications, and the company must use its own funds for such transactions [3] Approval Authority - The board of directors or shareholders' meeting serves as the approval authority for financial derivatives trading, requiring a feasibility analysis report for different asset categories or product types [4] - Specific thresholds for trading activities require additional approval from the shareholders' meeting if they exceed certain financial limits, such as 50% of the latest audited net profit or 50% of the latest audited net assets [4] Management and Workflow - The management is responsible for reviewing and deciding on strategies for managing exchange rate and commodity price risks, including establishing basic principles for financial derivatives business risk management [5][6] - The finance department handles daily operations and management of financial derivatives trading, while the legal department ensures compliance with laws and regulations [6][7] Internal Risk Control Measures - The finance department must analyze significant price fluctuations of underlying assets and report to management to prevent further risk escalation [8][9] - The risk control department supervises the execution of internal risk control measures and ensures compliance with established procedures [10] Information Disclosure - The company must disclose the purpose, types, tools, trading venues, and expected margin requirements for futures and derivatives trading, along with risk warnings [11][12] - Any significant risks or losses must be reported if they meet specific thresholds related to the company's audited net profit [12]

董事会薪酬考核与提名委员会工作细则 上海耀皮玻璃集团股份有限公司 董事会薪酬考核与提名委员会工作细则 第一章 总 则 第一条 为进一步规范上海耀皮玻璃集团股份有限公司（以下简称"公司"） 高级管理人员的产生，优化董事会组成。建立健全公司董事及高级管理人员的考核 和薪酬管理制度，完善公司治理结构，根据《中华人民共和国公司法》《上市公司治理 准则》《上海耀皮玻璃集团股份有限公司章程》（以下简称"《公司章程》"）及其他有关 规定，公司特设立董事会薪酬考核与提名委员会(以下简称"委员会")，并制定本工 作细则。 第二条 委员会是董事会按照股东会决议设立的专门工作机构，主要负责拟定 公司董事和高级管理人员的选择标准和程序，对董事、高级管理人员人选及其任职 资格进行遴选、审核；负责制定公司董事及高级管理人员的考核标准并进行考核； 负责制定、审查公司董事及高级管理人员的薪酬决定机制、决策流程、支付与止付 追索安排等薪酬政策与方案。 第三条 本工作细则所称的董事，除委员会的组成人员之外，在薪酬和考核部 分中是指除独立董事以外的在公司支取薪酬的董事；在提名部分及其他方面是指除 职工代表董事（如有）以外的董事。 本工作细则所称的 ...

Core Viewpoint - The company has established an Investor Relations Management Policy to enhance communication with investors and potential investors, aiming to improve corporate governance and overall value [1][2]. Group 1: Objectives and Principles of Investor Relations Management - The objectives of investor relations management include enhancing investor understanding of the company, establishing a stable investor base, promoting respect for investors, maximizing overall company benefits, and improving transparency [7][8]. - The basic principles include compliance, equality, proactivity, and honesty in investor relations activities [8][9]. Group 2: Content and Methods of Investor Relations Management - Key communication content includes the company's development strategy, environmental, social, and governance information, legal disclosures, operational and financial status, and potential risks [9][10]. - The company should utilize multiple channels and platforms for investor relations, including the company website, new media, and various meetings to facilitate communication [5][6]. Group 3: Organization and Implementation of Investor Relations Management - The chairman is the primary responsible person for investor relations management, with the board secretary acting as the main coordinator [10][11]. - The company must establish an internal coordination mechanism for timely information collection and ensure that all departments cooperate in providing relevant information [12][13]. Group 4: Responsibilities and Training - The company should maintain an investor relations management archive to document activities and ensure compliance with disclosure regulations [15]. - Training should be provided to all employees, especially senior management, on investor relations management knowledge [14][15].

General Provisions - The establishment of the Strategic Committee aims to enhance the core competitiveness of the company and improve the quality of major investment decisions [1][2] - The committee is a specialized working body set up by the board of directors to research and propose suggestions on the company's medium to long-term development strategy and major investment decisions [1][2] Composition of the Committee - The committee consists of five directors, including one independent director [2] - The chairman of the committee is the company's chairman, who presides over the committee's work [2][3] Responsibilities and Authority - The committee's main responsibilities include researching and proposing suggestions on the company's medium to long-term development strategy, major investment plans, significant financing schemes, and other major matters affecting the company's development [2][3] - The committee is responsible for checking the implementation of the above matters and other tasks authorized by the board of directors [2][3] Decision-Making Procedures - The Investment Review Group, led by the company's general manager, is responsible for the preliminary preparation of decisions made by the committee [3][4] - The committee discusses the written opinions from the Investment Review Group and forms resolutions and proposals to be submitted to the board of directors for approval [3][4] Meeting Rules - The committee meets as needed based on the company's development, with meetings announced three days in advance [4] - A quorum requires the presence of more than two-thirds of the committee members, and decisions must be approved by a majority [4] - The committee may invite external experts for professional advice if necessary, with costs covered by the company [4]