上海晨光文具股份有限公司 关联交易管理制度 二○二五年八月 目 录 上海晨光文具股份有限公司 关联交易管理制度 第一章 总 则 第一条 为了进一步规范上海晨光文具股份有限公司（以下简称"公司"） 关联交易的决策管理和信息披露等事项，维护公司股东和债权人 的合法权益，依据《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》《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》 第二条 公司的关联交易应遵循以下基本原则： （一）诚实信用的原则； （二）不损害公司及非关联股东合法权益的原则； （三）关联股东及董事回避的原则； （四）公开、公平、公正的原则。 第三条 公司关联交易的决策管理、信息披露等事项，应当遵守本制度。 第二章 关联人和关联关系 第四条 公司关联人包括关联法人和关联自然人。 第五条 具有以下情形之一的法人或其他组织为公司的关联法人： （一）直接或间接地控制公司的法人或其他组织； （二）由前项所述法人或其他组织直接或者间接控制的除公司、 控股子公司及控制的其他主体以外的法人或其他组织； （三）本制度所指关联自然人直接或间接控制的、或者由关联自 然人担任董事 ...

Core Points - The establishment of the Audit Committee aims to enhance the scientific decision-making of the board of directors and improve governance structure [1] - The Audit Committee is responsible for reviewing financial information, supervising internal and external audits, and ensuring compliance with laws and regulations [1][3] - The committee consists of three directors, including two independent directors, with at least one being a professional accountant [1][3] Responsibilities and Authority - The Audit Committee is tasked with checking the company's finances, supervising the actions of directors and senior management, and proposing the convening of extraordinary shareholder meetings when necessary [1][3] - It has the authority to evaluate and supervise external audit work, propose the hiring or replacement of external auditors, and oversee internal audit processes [3][5] - The committee must review the authenticity and completeness of financial reports and monitor any significant accounting issues or potential fraud [3][5] Meeting Procedures - The Audit Committee is required to hold at least one meeting per quarter, with additional meetings called as needed [5] - A quorum for meetings requires the presence of at least two-thirds of the committee members, and decisions must be approved by a majority [5][6] - Meeting records must be kept, and members are bound by confidentiality regarding discussed matters until officially disclosed [6]

Core Viewpoint - The document outlines the independent director working system of Shanghai Morning Glory Stationery Co., Ltd., aiming to enhance corporate governance, clarify the responsibilities of independent directors, and protect the rights of all shareholders, especially minority shareholders [1][2]. Summary by Sections General Principles - The system is established to improve the governance structure of the company and ensure the independent directors can effectively fulfill their roles [1][2]. Qualifications of Independent Directors - Independent directors must not hold any other positions within the company and should not have any direct or indirect interests that could affect their independent judgment [3]. - They are required to have a commitment to the company and all shareholders, fulfilling their duties in accordance with relevant laws and regulations [3][4]. - A minimum of one-third of the board must consist of independent directors, including at least one accounting professional [3][4]. Independence of Directors - Specific criteria are outlined to ensure the independence of directors, including restrictions on relationships with major shareholders and the company [5][6]. - Independent directors must conduct annual self-assessments of their independence and submit the results to the board [4][5]. Nomination, Election, and Replacement of Independent Directors - Independent director candidates can be proposed by the board or shareholders holding at least 1% of the company's shares [4][6]. - The nomination process requires thorough vetting of candidates to ensure they meet independence criteria [6][7]. Responsibilities and Powers of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [12][21]. - They have special powers, including the ability to hire external consultants and call for shareholder meetings [12][21]. Reporting and Documentation - Independent directors must maintain detailed records of their activities and decisions, which should be preserved for at least ten years [19][22]. - Annual reports on their performance must be submitted to the shareholders, detailing their attendance and participation in meetings [35][21]. Company Support for Independent Directors - The company is required to provide necessary resources and support to independent directors to facilitate their duties [36][38]. - Independent directors should have equal access to information and be involved in significant decision-making processes [36][38]. Compensation and Insurance - The company must provide appropriate compensation for independent directors, which should be approved by the shareholders [26]. - A system for liability insurance for independent directors may be established to mitigate risks associated with their duties [26].

Core Viewpoint - The document outlines the establishment and operational guidelines of the Compensation and Assessment Committee of Shanghai Morning Glory Stationery Co., Ltd, aimed at enhancing the governance structure and management of compensation and assessment for directors and senior management [1][2]. Group 1: Committee Structure and Responsibilities - The Compensation and Assessment Committee is a specialized body established by the board of directors, responsible for formulating assessment standards and compensation policies for directors and senior management [5]. - The committee consists of three directors, with at least two being independent directors, and is chaired by an independent director [5][6]. - The committee is tasked with proposing compensation policies, reviewing incentive plans, and ensuring compliance with legal and regulatory requirements [9]. Group 2: Meeting Procedures and Decision-Making - The committee holds regular meetings at least once a year and can convene temporary meetings as needed [14]. - A quorum for meetings requires the presence of at least two-thirds of the committee members, and decisions are made by a majority vote [17][18]. - Meeting records must be kept, and members are bound by confidentiality regarding the discussed matters until officially disclosed [25][7]. Group 3: Implementation and Compliance - The guidelines will take effect upon approval by the board of directors and must comply with relevant laws and the company's articles of association [26][29]. - Any inconsistencies between these guidelines and existing laws or regulations will be resolved in favor of the latter [29].

General Principles - The company establishes a Nomination Committee to standardize the selection of directors, the president, and other senior management personnel, optimizing the board composition and improving the corporate governance structure [5][8] - The Nomination Committee is responsible for formulating selection criteria and procedures for directors and senior management, reviewing candidates' qualifications, and reporting to the board [5][8] Composition of the Committee - The Nomination Committee consists of three directors, with at least two being independent directors [3][5] - The chairman of the committee is an independent director, responsible for convening and presiding over meetings [5][6] Responsibilities and Authority - The committee is tasked with proposing nominations or dismissals of directors and hiring or firing senior management [8] - It must review the qualifications of nominees based on diverse criteria, including gender, age, cultural background, and professional experience [9][8] Meeting Procedures - The committee must notify all members of the meeting details three days in advance [16] - A quorum requires the presence of at least two-thirds of the members, and decisions are made by a majority vote [17][18] Documentation and Confidentiality - Meeting records must be kept, and members are required to maintain confidentiality regarding the discussed matters until officially disclosed [23][25] - The committee's proposals and voting results must be reported to the board in writing [24]

General Provisions - The rules aim to standardize the decision-making process of the shareholders' meeting of Shanghai M&G Stationery Inc. and ensure the lawful exercise of rights by shareholders [1][3] - The rules apply to all shareholders, their agents, directors, senior management, and other attendees of the shareholders' meeting [3] Powers of the Shareholders' Meeting - The shareholders' meeting is the power institution of the company and has the authority to elect and replace directors, approve profit distribution plans, and make decisions on capital changes, among other matters [3][8] - Certain decisions, such as external guarantees exceeding specified thresholds, require a two-thirds majority vote from attending shareholders [4][9] Convening the Shareholders' Meeting - The board of directors is responsible for convening the shareholders' meeting within specified timeframes and must ensure its lawful conduct [5][6] - The annual shareholders' meeting must be held within six months after the end of the previous fiscal year, while temporary meetings can be called under specific circumstances [11][12] Proposals and Notifications - Proposals must fall within the powers of the shareholders' meeting and be clearly defined [19][22] - Notifications for the annual meeting must be sent at least 20 days in advance, while temporary meetings require a 15-day notice [24][25] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions needing a two-thirds majority [17][20] - Voting rights are based on the number of shares held, with each share granting one vote [21][22] Meeting Procedures - The meeting must be conducted in an orderly manner, with provisions for remote voting to facilitate shareholder participation [29][30] - The meeting's results must be recorded accurately, and any disputes regarding the resolutions can be taken to court [26][62] Miscellaneous Provisions - The rules will take effect upon approval by the shareholders' meeting and can be amended as necessary [29][64] - The board of directors is responsible for interpreting the rules [68]

Core Points - The article outlines the establishment and operational guidelines of the Strategic Committee of Shanghai Morning Glory Stationery Co., Ltd. to enhance the company's core competitiveness and improve decision-making processes [2][5]. Group 1: General Provisions - The Strategic Committee is set up to adapt to the company's strategic development needs and to enhance its core competitiveness [2]. - The committee is responsible for researching and proposing suggestions on the company's long-term development strategy and major investment decisions [2]. Group 2: Composition - The Strategic Committee consists of three directors, including at least one independent director [2]. - The committee members are nominated by the chairman or a majority of independent directors and elected by the board [2]. Group 3: Responsibilities and Authority - The committee's main responsibilities include researching and proposing suggestions on long-term strategic planning, major investment financing plans, and significant capital operations [2]. - The committee is also tasked with checking the implementation of these matters and handling other authorized affairs [2]. Group 4: Work Procedures - The committee conducts its work based on reports from relevant departments or subsidiaries regarding major investment intentions and preliminary feasibility [2]. - An investment review group may be established to conduct initial reviews and issue project opinions, which are then discussed in committee meetings [2]. Group 5: Meeting Rules - The committee holds regular meetings at least once a year and can convene temporary meetings as needed [5]. - A quorum of two-thirds of the committee members is required for meetings, and decisions must be approved by a majority [5]. Group 6: Confidentiality and Compliance - Members and related personnel are obligated to maintain confidentiality regarding meeting matters unless approved by the shareholders or board [5]. - The guidelines are subject to national laws and regulations, and any inconsistencies will be resolved in favor of the legal provisions [5].

Core Points - The document outlines the rules governing the board of directors of Shanghai Morning Glory Stationery Co., Ltd, aiming to enhance the board's operational efficiency and decision-making processes [1][2] Chapter Summaries Chapter 1: General Principles - The rules are established to standardize the board's meeting procedures and decision-making processes, ensuring compliance with relevant laws and regulations [1][2] Chapter 2: Composition and Subordinate Institutions of the Board - The board consists of 7 directors, including 3 independent directors and 1 employee representative, with a chairman and vice-chairman elected by a majority of the board [3] Chapter 3: Powers of the Board - The board is responsible for convening shareholder meetings, executing resolutions, determining operational plans, and managing financial budgets among other duties [3][4] Chapter 4: Authorization of the Board - The board has specific limits on external guarantees, such as not exceeding 50% of the latest audited net assets for total guarantees [4][7] Chapter 5: Board Meeting System - The board must hold at least two regular meetings annually, with notifications sent at least 10 days in advance [5][6] Chapter 6: Voting and Decision-Making - Decisions require a majority of directors present, with specific matters needing a two-thirds majority for approval [8][9] Chapter 7: Board Secretary - A board secretary is appointed to manage meeting preparations, document storage, and information disclosure [10]

上海晨光文具股份有限公司 关于 2025 年度"提质增效重回报"专项行动方案 公司是一家整合创意价值与服务优势，倡导时尚文具生活方式，提供学习和 工作场景解决方案的综合文具供应商和办公服务商。传统核心业务主要是从事 及所属品牌书写工具、学生文具、办公文具及其他产品等的设计、研 发、制造和销售以及互联网和电子商务平台晨光科技；新业务主要是 ToB 零售电 商平台（办公+MRO 工业品）科力普科技集团和零售大店业务九木杂物社、晨光 生活馆。 2025 年上半年，公司继续秉持着"让学习和工作更快乐、更高效"的使命， 坚持长期主义，以消费者为中心，聚焦做强主业，在产品开发、技术创新、原创 设计、IP 赋能、绿色化、数字化、全球化等方向发力，稳定推进传统核心业务 发展，持续发展壮大新业务，推动组织升级与变革，进一步提升综合竞争力。 的半年度评估报告 为贯彻中央经济工作会议、中央金融工作会议精神，响应上海证券交易所《关 于开展沪市公司"提质增效重回报"专项行动的倡议》，积极践行以投资者为本 的理念，保护投资者尤其是中小投资者的合法权益，推动公司高质量发展和投资 价值提升，上海晨光文具股份有限公司（以下简称"公司"）结合公 ...

证券代码：603899 证券简称：晨光股份 公告编号：2025-026 上海晨光文具股份有限公司 关于取消监事会、修订《公司章程》并办理工商登记、 修订及制定部分治理制度的公告 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、准确性和完整性承担法律责任。 上海晨光文具股份有限公司（以下简称"公司"）于 2025 年 8 月 27 日召开 第六届董事会第十三次会议，审议通过了《关于取消监事会、修订<公司章程> 并办理工商登记的议案》和《关于修订及制定部分治理制度的议案》，现将相关 事项公告如下： 1、将《公司章程》中"股东大会"的表述调整为"股东会"； 2、将"监事会"、"监事"的表述删除或者修改为"审计委员会"、"审 计委员会成员"，删除第七章监事会相关章节，监事会的相关职权由董事会审计 委员会行使等； 3、《公司章程》中设置职工代表董事 1 名； 4、新增独立董事和董事会专门委员会相关内容。 一、取消监事会的情况 为确保公司治理与监管规定保持同步，进一步规范公司运作机制，根据《中 华人民共和国公司法》《关于新<公司法>配套制度规则实施相关过渡期安排》《上 ...