Core Points - The company has established a management system for external guarantees to regulate guarantee behavior and mitigate financial and operational risks [1][2] - The system defines external guarantees as commitments made by the company to third parties, including various forms such as guarantees, mortgages, and pledges [1][2] - The total amount of external guarantees includes those provided to subsidiaries and must adhere to principles of legality, prudence, mutual benefit, and safety [1][2] External Guarantee Management - External guarantees are subject to unified management and require approval from the board of directors or shareholders' meeting before being executed [2][3] - Guarantees can only be provided to entities with independent legal status and strong repayment capabilities, including those with significant business relationships with the company [8][9] - The company must conduct thorough credit assessments of guarantee applicants and may hire external professionals for risk evaluation [10][11] Approval Process - The board of directors or shareholders' meeting must approve guarantees exceeding certain thresholds, such as 10% of the latest audited net assets for single guarantees or 50% for total guarantees [12][13] - The approval process requires a majority vote from the board and specific conditions for related party guarantees [14][15] - If guarantees are not executed within 30 days of approval, they are considered new guarantees and must undergo the approval process again [16][17] Contract Management - All external guarantees must be documented in written contracts that comply with legal requirements [18][19] - The company is responsible for managing guarantee contracts and ensuring the accuracy and completeness of related documentation [20][21] - Continuous monitoring of the financial status of guaranteed parties is required, with timely reporting to the board [22][23] Accountability - Directors are responsible for managing guarantee-related debt risks and may face liability for improper guarantees [24][25] - Unauthorized individuals are prohibited from signing guarantee contracts, and the company will pursue accountability for any damages caused by such actions [26][27] - The company must disclose any violations of guarantee policies and take corrective measures to minimize losses [28][29]

Core Viewpoint - The company aims to establish a scientific, sustainable, and transparent profit distribution mechanism to enhance investor returns while ensuring long-term development and protecting minority shareholders' rights [2]. Profit Distribution Policy - The company implements a proactive and stable profit distribution policy, emphasizing reasonable returns for investors while considering the company's operational conditions and sustainable development [2]. - The profit distribution sequence includes allocating 10% of the after-tax profit to the statutory reserve fund, compensating previous losses, and distributing remaining profits according to shareholding ratios [3][4]. - The company can distribute profits through cash, stock, or a combination of both, with a preference for cash dividends [5][6]. Cash Dividend Conditions - The company plans to distribute dividends annually, with the board able to propose interim dividends based on profitability and funding needs [6]. - Cash dividends are prioritized when the company has positive net profits and a clean audit report [6][7]. - The cash dividend policy aims for a minimum distribution ratio based on the company's development stage and funding requirements, with specific thresholds for different scenarios [10][11]. Decision-Making and Transparency - The board must thoroughly research and document the cash dividend proposal, considering independent directors' opinions and ensuring transparency in the decision-making process [8][9]. - The company must communicate with shareholders, especially minority shareholders, to gather their opinions before finalizing dividend proposals [9]. - Any changes to the profit distribution policy require a two-thirds majority approval from shareholders, with independent directors providing their opinions on such changes [9][10]. Execution and Disclosure - The company must complete dividend distribution within two months after shareholder approval and disclose any delays or changes in the distribution plan [18][19]. - Annual reports must detail the cash dividend policy's formulation and execution, including compliance with company regulations and shareholder engagement [20][21].

General Principles - The company establishes an association transaction management system to regulate related party transactions, enhance operational standards, and protect the rights of shareholders [2][3] - The company must ensure the legality, necessity, reasonableness, and fairness of related party transactions, maintaining independence and avoiding financial manipulation [2][3] Definition of Related Parties - Related parties include both legal entities and natural persons that have significant control or ownership over the company, such as those holding more than 5% of shares [3][4] - The company must maintain a list of related parties and their relationships, which should be reported to the board of directors [4][5] Decision-Making Procedures for Related Transactions - Transactions with related parties exceeding certain thresholds must be approved by independent directors and disclosed to shareholders [4][5] - Specific thresholds include transactions over RMB 300,000 with natural persons and RMB 3 million with legal entities, which also must exceed 0.5% of the company's latest audited net assets [4][5] Types of Related Transactions - Related transactions encompass a wide range of activities, including asset purchases, financial support, and joint investments [5][6] - The company is prohibited from providing financial assistance to related parties, with exceptions for non-controlling related companies under specific conditions [6][7] Pricing and Disclosure - Related transactions must be documented with written agreements that specify pricing policies, and any significant changes in terms must undergo re-evaluation and approval [14][15] - The company is required to conduct due diligence on the transaction's legitimacy and the counterparty's creditworthiness, potentially involving third-party audits [14][15] Governance and Voting Procedures - Related directors must abstain from voting on transactions involving their interests, ensuring that decisions are made by a majority of non-related directors [11][12] - Related shareholders must also abstain from voting on matters that could benefit them directly [12][13] Implementation and Amendments - The association transaction management system becomes effective upon approval by the shareholders' meeting, with the board authorized to amend it as necessary [15]

General Principles - The rules are established to regulate the company's behavior and ensure shareholders can exercise their rights according to relevant laws and regulations [1][2] - The company must hold shareholder meetings in strict accordance with legal and regulatory requirements, ensuring the board of directors fulfills its responsibilities [1][2] Shareholder Meeting Authority - The shareholder meeting is the company's authority body, responsible for electing directors, approving reports, and making decisions on profit distribution, among other key matters [1][2] - The meeting can also decide on significant asset transactions exceeding 30% of the company's audited total assets [1] Types of Shareholder Meetings - There are annual and temporary shareholder meetings, with annual meetings required to be held within six months after the end of the previous fiscal year [2][3] - Temporary meetings must be convened within two months when specific conditions arise [2] Legal Opinions and Compliance - A lawyer must provide legal opinions on the legality of the meeting's procedures, participant qualifications, and voting results [2][3] Proposals and Notifications - Proposals for the shareholder meeting must fall within its authority and be clearly defined [7][8] - Shareholders holding 1% or more of shares can submit proposals, and notifications must be sent out 20 days prior to annual meetings and 15 days for temporary meetings [8][9] Meeting Procedures - The meeting must be held at the company's registered location, and provisions must be made for shareholders to participate via various means [9][10] - The meeting must ensure order and address any disruptions promptly [9][10] Voting and Decision-Making - Each share carries one vote, and shareholders must provide identification to attend [10][11] - Voting results must be announced immediately after the meeting, and decisions must be documented accurately [16][17] Record Keeping and Disclosure - Meeting records must include details such as time, location, attendees, and voting outcomes, and must be preserved for at least ten years [17][18] - Any resolutions passed must be disclosed promptly, including details of the voting results [16][18] Amendments and Legal Compliance - Any amendments to the company's articles of association must comply with these rules and relevant laws [19][20] - The company must ensure that all resolutions are executed in accordance with legal requirements and shareholder rights [19][20]

Core Points - The company, Ningbo TIP Rubber Technology Co., Ltd., was established in accordance with the Company Law and Securities Law of the People's Republic of China, and it was registered with a capital of RMB 134.08 million [3][4][6] - The company issued 33.52 million shares to the public and was listed on the Shanghai Stock Exchange on August 25, 2020 [3][4] - The company's business scope includes the research, manufacturing, and processing of rubber and plastic products, as well as automotive and motorcycle parts [5][6] Company Structure - The company is a permanent corporation, and its legal representative is the director executing company affairs [4][5] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [4][5] - The company has established a Communist Party organization to conduct activities in accordance with the Party's regulations [5] Share Issuance and Management - The company's shares are issued in the form of stocks, and all shares of the same category have equal rights [7][8] - The total number of shares issued by the company is 134.08 million, all of which are ordinary shares [8][9] - The company cannot provide financial assistance for others to acquire its shares, except for employee stock ownership plans [9][10] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and supervision of the company's operations [13][14] - Shareholders holding more than 3% of shares for over 180 days can request to inspect the company's accounting books [14][15] - Shareholders must comply with laws and the company's articles of association, and they are liable for damages caused by abusing their rights [18][19] Corporate Governance - The company’s board of directors is responsible for convening shareholder meetings and reporting on its work [22][23] - Shareholder meetings can be held annually and must be convened within six months after the end of the previous fiscal year [22][23] - The company must disclose legal opinions on the legality of the meeting procedures and the qualifications of attendees [23][24] Decision-Making Process - Ordinary resolutions require a simple majority, while special resolutions require two-thirds of the votes at the shareholder meeting [80][81] - Certain significant matters, such as capital increases or decreases, mergers, and amendments to the articles of association, require special resolutions [82]

Core Points - The document outlines the working rules for independent directors of Ningbo Tianpu Rubber Technology Co., Ltd, aiming to enhance corporate governance and protect shareholder interests [1][2][3] Group 1: Independent Director Definition and Responsibilities - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [1][2] - They are obligated to act in good faith and diligence, participating in decision-making, supervision, and providing professional advice to protect the overall interests of the company and minority shareholders [1][2][3] Group 2: Independence and Qualifications - Independent directors should not be influenced by major shareholders or actual controllers and can serve as independent directors in a maximum of three domestic listed companies [2][3] - They must possess relevant qualifications, including accounting expertise, and at least one independent director must have accounting qualifications on the board [2][3][4] Group 3: Nomination and Election Process - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares, and must be approved by the shareholders' meeting [6][7] - The election process requires cumulative voting for the election of multiple independent directors, ensuring transparency for minority shareholders [7] Group 4: Duties and Special Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making quality [22][23] - They have the authority to express independent opinions on matters that may harm the company or minority shareholders' interests [22][23][24] Group 5: Performance and Reporting - Independent directors must submit annual reports detailing their attendance, participation in committees, and communication with minority shareholders [17][18] - The company is required to provide necessary support and resources for independent directors to fulfill their duties effectively [40][41] Group 6: Compensation and Insurance - The company should provide appropriate compensation to independent directors, which must be approved by the shareholders' meeting and disclosed in the annual report [46] - A liability insurance system for independent directors may be established to mitigate risks associated with their duties [46]

Core Points - The document outlines the operational guidelines for the General Manager of Ningbo Tianpu Rubber Technology Co., Ltd, aiming to enhance corporate governance and ensure the protection of the rights of the company, shareholders, and employees [1][2]. General Manager's Qualifications and Authority - The General Manager is appointed by the Board of Directors based on the Chairman's nomination and must meet specific qualifications, including not having a criminal record related to financial misconduct or being declared unfit for the role by regulatory authorities [2][3]. - The General Manager serves a term of three years and is responsible for the company's operational management, including implementing board decisions and reporting on work progress [2][3]. Decision-Making Authority - The General Manager has the authority to make decisions on significant transactions, defined as those involving assets or profits below certain thresholds, such as 10% of the company's total assets or net profits [3][4]. - For daily transactions, the General Manager can make decisions on contracts that do not exceed 50% of the company's audited total assets or 5 billion yuan [4][5]. Meeting and Reporting Structure - The company has established a General Manager's office meeting system, which convenes monthly to discuss operational matters and requires detailed record-keeping of meeting outcomes [7][8]. - The General Manager must report significant events to the Board and ensure compliance with information disclosure regulations [11][12]. Responsibilities and Obligations - The General Manager is required to act diligently, maintain confidentiality regarding undisclosed information, and avoid conflicts of interest [11][12]. - In case of resignation, the General Manager must submit a written report detailing the reasons and ensure a smooth transition of responsibilities [12][13]. Implementation and Amendments - The guidelines become effective upon approval by the Board and can be amended by the General Manager in accordance with legal and regulatory requirements [35][36].

宁波市天普橡胶科技股份有限公司 董事会议事规则 第一章 总则 第一条 为了进一步规范本公司董事会的议事方式和决策程序，促使董事和董事 会有效地履行其职责，提高董事会规范运作和科学决策水平，根据《中华人民共和国 公司法》（以下简称"《公司法》"）、《中华人民共和国证券法》（以下简称"《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》"） 和《宁波市天普橡胶科技股份有限公司章程》（以下简称"《公司章程》"）等有关 规定，制定本规则。 （三）决定公司的经营计划和投资方案； （四）制订公司的利润分配方案和弥补亏损方案； （五）制订公司增加或者减少注册资本、发行债券或其他证券及上市方案； 第二章 董事会的组成和职权 第二条 公司设董事会，董事会由5名董事组成，其中独立董事2名，设董事长1 人。董事长由董事会以全体董事的过半数选举产生。 第三条 董事会下设董事会办公室，处理董事会日常事务。 董事会秘书或证券事务代表兼任董事会办公室负责人，保管董事会和董事会办公 室印章。 第四条 董事会行使下列职权： （一）召集股东会，并向股东会报告工作； （二）执行股东会的决议； （六）拟订公司重大收购、收购本 ...

宁波市天普橡胶科技股份有限公司 董事会秘书工作细则 第一章 总 则 第一条 为提高公司治理水平，规范公司董事会秘书的选任、履职和培训工 作，根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人民 共和国证券法》（以下简称"《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1号——规范运作》、公司章程及其 他有关规定，制定本工作细则。 第二条 董事会秘书为公司高级管理人员，对公司和董事会负责，忠实、勤 勉地履行职责。 （二）具备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； （四）取得上海证券交易所认可的董事会秘书资格证书。 第五条 具有下列情形之一的人士不得担任公司董事会秘书： （一）《上海证券交易所股票上市规则》规定的不得担任上市公司董事、高 级管理人员的情形； 公司董事会秘书是公司与上海证券交易所之间的指定联络人。 第三条 公司应当建立董事会秘书工作制度，并设立由董事会秘书分管的工 作部门，负责管理信息披露事务。 第二章 任职资格 第四条 担任本公司董事会秘书，应当具备以下条件： （一）具有良好的职业道德和个人品德； （二 ...

证券代码：605255 证券简称：天普股份 公告编号：2025-025 宁波市天普橡胶科技股份有限公司 第三届监事会第四次会议决议公告 本公司监事会及全体监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。 一、 监事会会议召开情况 根据《宁波市天普橡胶科技股份有限公司章程》 （以下简称"《公司章程》"）、 《宁波市天普橡胶科技股份有限公司监事会议事规则》的相关规定，宁波市天普 橡胶科技股份有限公司(以下简称"公司")于 2025 年 8 月 18 日以电子邮件的形 式向全体监事发出关于召开公司第三届监事会第四次会议的通知和材料。 公司第三届监事会第四次会议于 2025 年 8 月 28 日上午 10:00 以现场方式在 公司三楼会议室召开。会议应出席监事 3 名，实际出席监事 3 名。会议由公司监 事会主席倪珊女士召集和主持，董事会秘书列席了本次会议。 本次会议的召开符合《中华人民共和国公司法》《中华人民共和国证券法》 等法律法规及《公司章程》的规定，会议决议合法、有效。 二、监事会会议审议情况 （一）审议通过《关于公司 2025 年半年度报告及其 ...