Core Points - The document outlines the management system for the deferral and exemption of information disclosure by Shanghai M&G Stationery Inc. to ensure compliance with legal obligations and protect investors' rights [2][3][4] Chapter Summaries Chapter 1: General Principles - The purpose of the system is to regulate the deferral and exemption of information disclosure, ensuring compliance with the Securities Law of the People's Republic of China and relevant stock exchange rules [2] - The company can independently assess whether information should be deferred or exempted from disclosure based on the rules [2] Chapter 2: Scope of Deferred and Exempted Information - Information that is uncertain or classified as temporary business secrets can be deferred if timely disclosure may harm the company's interests or mislead investors [2][3] - Information that is classified as state or business secrets may be exempted from disclosure if it violates confidentiality laws or harms the interests of the company and investors [2][3] Chapter 3: Registration and Approval of Deferred and Exempted Information - The company must register details regarding the deferral or exemption of information, including reasons for confidentiality and potential impacts on the company or others [3][4] - After annual, semi-annual, or quarterly reports, the company must submit registration materials for deferred or exempted disclosures to the stock exchange within 10 days [3] Chapter 4: Miscellaneous Provisions - The board secretary is responsible for organizing and coordinating deferral and exemption matters under the board's leadership [4] - The company must take effective measures to prevent the leakage of deferred or exempted information and cannot abuse these procedures to evade disclosure obligations [4][5] - If the reasons for deferral or exemption are eliminated, or if the information becomes difficult to keep confidential, the company must disclose it promptly [4][5]

Core Viewpoint - The company has established a system for accountability regarding significant errors in annual report disclosures to enhance the quality and transparency of financial reporting [3][4]. Chapter Summaries Chapter 1: General Principles - The system aims to improve the company's operational standards and increase accountability for those responsible for annual report disclosures [3]. - It is based on relevant laws and regulations, including the Securities Law of the People's Republic of China and the Shanghai Stock Exchange listing rules [3]. Chapter 2: Handling Procedures for Significant Errors - In case of significant omissions or errors in annual report disclosures, timely corrective announcements must be made, following legal requirements [2][4]. - The internal audit department is responsible for collecting and summarizing relevant materials and investigating the causes of errors [4]. Chapter 3: Accountability for Significant Errors - The company will hold responsible parties accountable for significant errors in annual report disclosures, including directors and senior management [4]. - Specific criteria for significant errors include violations of accounting laws, discrepancies in performance forecasts, and other regulatory non-compliance [3][4]. Chapter 4: Additional Provisions - The company will implement corrective measures and report to the board regarding any public reprimands from regulatory authorities [4]. - The consequences for responsible individuals can range from internal criticism to termination of employment, depending on the severity of the error [4][5].

Core Points - The article outlines the insider information management system of Shanghai Morning Glory Stationery Co., Ltd, aimed at regulating insider information and preventing insider trading [1][2][8] - The system is established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2][8] - The board of directors is responsible for the management of insider information, with the chairman as the main responsible person [2][3] Insider Information Definition - Insider information refers to undisclosed information that could significantly impact the company's operations, finances, or stock market prices [2][3] - Specific examples of insider information include major asset transactions exceeding 30% of total assets or significant changes in company operations [2][3] Insider Information Knowledgeable Persons - Insider information knowledgeable persons include directors, senior management, shareholders holding more than 5% of shares, and other relevant personnel [3][4] - These individuals have a confidentiality obligation before the public disclosure of insider information [4][5] Registration and Record-Keeping - The company must maintain a record of insider information knowledgeable persons, including their names, positions, and the nature of the insider information they are aware of [9][10] - The records must be updated and retained for at least 10 years [10][11] Confidentiality Management - The company must ensure that the knowledge of insider information is limited to the smallest possible group before public disclosure [19][20] - Any breach of confidentiality by knowledgeable persons may result in disciplinary actions, including warnings or termination [23][24] Training and Compliance - The company is required to provide training to insider information knowledgeable persons to ensure they understand their rights, obligations, and legal responsibilities [25][26] - The system will be revised in accordance with any changes in national laws or regulations [26][28]

Core Points - The internal audit management system of Shanghai Morning Glory Stationery Co., Ltd. aims to standardize and improve the quality of internal audit work, ensuring compliance with relevant laws and regulations [1] - The internal audit is defined as an evaluation activity conducted by the internal audit department to assess the effectiveness of internal controls, risk management, and the authenticity of financial information [3][5] - The audit department operates independently and is responsible for auditing the financial management and internal control systems of the company and its subsidiaries [3][8] Group 1: General Provisions - The internal audit management system is established to enhance the company's economic management and improve economic efficiency [1] - The internal audit applies to all business processes related to financial reporting and information disclosure within the company [3] - The audit department must maintain independence and is not subject to interference from other departments [5][6] Group 2: Audit Scope and Content - The internal audit covers various aspects, including financial budget preparation, execution, financial reporting, and the authenticity of financial activities [17][23] - The audit department is responsible for evaluating the integrity and effectiveness of internal controls and compliance with laws and regulations [19][20] - Internal audit personnel must adhere to principles of independence, objectivity, and confidentiality while conducting audits [12][13] Group 3: Responsibilities and Authority - The audit committee guides and supervises the audit department, reviews annual audit plans, and ensures the implementation of internal audit systems [18][19] - The audit department has the authority to request relevant documents, conduct on-site inspections, and participate in meetings related to audit matters [10][11] - The audit department must report any significant internal control deficiencies or risks to the audit committee promptly [30][31] Group 4: Implementation Measures - The audit department is required to conduct regular evaluations of internal controls and submit reports to the audit committee [27][28] - Audits of significant external investments, asset purchases, and guarantees must be conducted promptly, focusing on compliance with approval procedures and contract performance [11][12][13] - The audit department must ensure that the use of raised funds complies with regulations and report on their authenticity and legality [35][36] Group 5: Information Disclosure - The audit committee must issue an annual self-evaluation report on internal controls based on the audit department's findings [38][39] - The company is required to disclose internal control evaluation reports and auditor reports alongside its annual report [41] Group 6: Internal Audit Archives - The audit department must establish and maintain audit archives, including audit plans, reports, and evidence [42][43] - Audit archives must be securely managed and preserved for a minimum of ten years [8][42] Group 7: Legal Responsibilities - Individuals who obstruct audits or provide false information may face penalties, including criminal prosecution [45][46] - Internal auditors who abuse their power or violate confidentiality may also face legal consequences [49]

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]