英科再生资源股份有限公司 重大信息内部报告制度 第一章 总则 第一条 为规范英科再生资源股份有限公司（以下简称"本公司"或"公 司"）重大信息内部报告工作，保证公司内部重大信息的快速传递、归集和有 效管理，及时、准确、全面、完整地披露信息，维护投资者的合法权益，根据 《中华人民共和国公司法》《中华人民共和国证券法》《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》）、《英科 再生资源股份有限公司章程》（以下简称《公司章程》）等有关规定，结合公司 实际，制定本制度。 第二条 公司重大信息内部报告制度是指当出现、发生或即将发生可能对公 司股票及其衍生品种交易价格产生较大影响的情形或事件时，按照本制度规定 负有报告义务的单位、部门、人员，应当在第一时间将相关信息向董事会秘书 报告的制度。 第四条 本制度适用于公司、分支机构、全资子公司、控股子公司及参股公 司。 第二章 重大信息的范围 第五条 在本章规定的重大事项被识别、发生或即将发生时，报告义务人应 及时、准确、真实、完整地通过公司董事会办公室、董事会秘书向董事长、董 事会报告有关重大事项信息。 公司控股子公司发生或即将发生本 ...

Core Viewpoint - The company establishes a management system to regulate financial transactions with related parties, aiming to prevent fund occupation and protect the rights of the company and its shareholders [1][2]. Group 1: Regulations on Financial Transactions - The system applies to financial transactions between the company and its subsidiaries with related parties, defining related parties and transactions according to relevant regulations [1][2]. - The company prohibits various forms of fund occupation, including operational and non-operational fund occupations, to safeguard its interests [2][3]. - The controlling shareholders and actual controllers are prohibited from harming the company's interests through their relationships, and they must act in good faith towards the company and its public shareholders [2][3]. Group 2: Prevention Principles and Norms - The company must maintain independence in assets, personnel, finance, and operations from related parties, ensuring separate accounting and responsibility [3][4]. - The company is not allowed to provide funds to related parties through various means, including paying wages or debts on behalf of related parties [4][5]. - Any funds occupied by related parties should ideally be repaid in cash, with potential exploration of financial innovations under legal conditions [5][6]. Group 3: Payment Procedures - The board of directors is responsible for overseeing financial transactions with related parties, with the chairman being the primary responsible person [6][7]. - The financial department is tasked with daily management and monitoring of transactions to prevent non-operational fund occupation [7][8]. - Payments to related parties must adhere to established procedures, requiring approval from the financial director and general manager [8][9]. Group 4: Audit and Record Management - The financial department must maintain detailed records of transactions with related parties and conduct regular checks to ensure compliance [9][10]. - The board of directors is responsible for periodically reviewing transactions to identify any potential fund occupation or asset transfer that could harm the company [10][11]. Group 5: Accountability and Penalties - Violations of the regulations by directors, senior management, or financial personnel may result in disciplinary actions, including financial penalties and legal consequences [10][11]. - The company is obligated to issue reminders for fund recovery and seek compensation through legal means if related parties occupy funds unlawfully [11].

Core Points - The internal control system of the company aims to enhance operational standards, protect investor rights, and ensure compliance with laws and regulations [1][2] - The internal control process includes ensuring legal compliance, improving operational efficiency, safeguarding assets, and ensuring accurate information disclosure [1][2] Group 1: General Principles - The internal control system applies to the company and its subsidiaries [2] - Internal control is influenced by various factors such as organizational structure, corporate culture, risk philosophy, and management policies [2][3] - The company is responsible for establishing and executing the internal control system according to its operational characteristics and environment [1][2] Group 2: Basic Requirements - The internal control framework includes elements like internal environment, goal setting, risk assessment, and control activities [2][3] - The company must continuously improve its governance structure and establish effective incentive mechanisms [3] - Internal control activities should cover all operational aspects, including sales, procurement, inventory management, and financial management [4] Group 3: Key Control Activities - The company should strengthen management control over its subsidiaries and establish control policies and procedures [11] - Internal controls for related party transactions must adhere to principles of honesty, equality, and fairness [13][14] - The company must ensure that external guarantees are managed prudently and in compliance with relevant regulations [21][22] Group 4: Fundraising and Investment Controls - The company should establish a management system for the use of raised funds, ensuring compliance and efficiency [29][30] - External investments should follow principles of legality, prudence, and safety, with a focus on risk control [37][38] - The company must regularly assess the progress and effectiveness of major investment projects [44] Group 5: Information Disclosure - The company must establish an information disclosure system to ensure timely and accurate reporting of significant information [45][46] - The board secretary is responsible for overseeing the information disclosure process and ensuring compliance with regulations [46][47] - The company should maintain confidentiality of undisclosed significant information and establish a mechanism for accountability [47][48] Group 6: Internal Audit and Evaluation - An internal audit department is established to supervise and evaluate the effectiveness of internal controls [50][51] - The internal audit department must report findings to the audit committee and ensure independence from financial departments [51][52] - The company must disclose any significant deficiencies in internal controls and the measures taken to address them [55][56]

英科再生资源股份有限公司 信息披露暂缓与豁免业务管理制度 第一章 总则 第一条 为规范英科再生资源股份有限公司（以下简称"公司"）信息披露 暂缓与豁免业务的办理，督促公司依法合规地履行信息披露义务，根据《中华人 民共和国证券法》（以下简称"《证券法》"）、《上市公司信息披露暂缓与豁免 管理规定》 （以下简称"《暂缓豁免规定》"）、 《科创板上市规则》 《规范运 作指引》及其他相关法律、法规、规范性文件的规定，办理信息披露暂缓、豁免 业务的，适用本制度。 第三条 公司应当披露的信息存在《暂缓豁免规定》 《科创板上市规则》 《上海证券交易所科创板股票上市规 则》（以下简称"《科创板上市规则》"）、《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》（以下简称"《规范运作指引》"）等法律、 法规、部门规章、规范性文件及《英科再生资源股份有限公司章程》（以下简称 《公司章程》）的有关规定，结合公司实际情况，特制定本制度。 第二条 公司按照《证券法》 《暂缓豁免规定》 （二）有关内幕信息知情人已书面承诺保密； 《规 范运作指引》及上海证券交易所其他相关业务规则中规定的可暂缓、豁免信息披 露的情形的，可以 ...

Core Points - The company has established a decision-making system for external guarantees to regulate its guarantee behavior and mitigate financial risks [1] - The system applies to the company, its wholly-owned subsidiaries, and significant equity investees [1][2] - External guarantees must be approved by the board of directors or the shareholders' meeting, with specific thresholds for different types of guarantees [2][3] Group 1: General Principles - The company defines external guarantees as actions taken to provide security for debts owed by third parties, including guarantees, mortgages, and pledges [1] - All directors and senior management must carefully manage and control the risks associated with external guarantees [1] - The principles governing external guarantees include legality, prudence, mutual benefit, and safety [1] Group 2: Approval Authority - Any external guarantee must be approved by the board of directors or the shareholders' meeting [2] - Guarantees exceeding 50% of the latest audited net assets or 30% of total assets require shareholder approval [2] - Specific conditions, such as guarantees for entities with over 70% debt-to-asset ratio or single guarantees exceeding 10% of net assets, also necessitate shareholder approval [2] Group 3: Guarantee Procedures - The company must conduct a thorough review of the creditworthiness of the party requesting the guarantee [3][4] - The financial department is responsible for investigating and analyzing the financial status and operational conditions of the guaranteed party [4] - The board of directors must carefully evaluate the financial and operational status of the guaranteed party before making a decision [4] Group 4: Risk Management - The company must track and supervise the financial condition and debt repayment status of the guaranteed party during the guarantee period [6] - If the guaranteed party fails to fulfill its obligations, the company must initiate recovery procedures [6][7] - The company is required to disclose any guarantees and related information in accordance with legal and regulatory requirements [5][6]

Core Viewpoint - The company has established a system for accountability regarding significant errors in annual report disclosures to enhance the quality and transparency of its financial reporting [1][2][3] Group 1: General Principles and Responsibilities - The system aims to ensure the authenticity, accuracy, completeness, and timeliness of annual report disclosures, adhering to relevant laws and regulations [1][2] - The responsibilities of senior management, including the general manager and financial officer, are clearly defined in the preparation and review of the annual report [6][7] Group 2: Accountability for Significant Errors - Significant errors in annual report disclosures include major accounting mistakes, substantial omissions, and discrepancies in performance forecasts [3][4] - The system outlines the conditions under which individuals may be held accountable for significant errors, including direct responsibility for data accuracy and leadership responsibility for oversight [8][9] Group 3: Criteria for Major Discrepancies - Major discrepancies in performance forecasts are defined as deviations exceeding 20% from expected results, while discrepancies in performance reports are defined as differences greater than 10% [10][11] - The system specifies that severe consequences apply for errors caused by subjective factors or failure to correct mistakes promptly [12][13] Group 4: Mitigating and Aggravating Circumstances - Factors that may lead to reduced penalties include proactive measures to prevent negative outcomes and timely corrections of errors [14][15] - The system allows for the consideration of the circumstances surrounding the errors, including whether they were due to external factors beyond individual control [16][17] Group 5: Implementation and Oversight - The board of directors is responsible for interpreting and revising the accountability system, which will take effect upon approval [20][21]

General Provisions - The management system for the shares held by the company's directors, senior management, and core technical personnel is established to strengthen the management of shareholding and changes in accordance with relevant laws and regulations [1][2] - This system applies to the shares held by the company's directors, senior management, and core technical personnel [1] Share Change Management - Directors, senior management, and core technical personnel must notify the board secretary in writing before buying or selling company shares [2] - There are specific restrictions on the transfer of shares held by directors and senior management, including a one-year lock-up period after the company's stock is listed [2][3] - Core technical personnel are also subject to a 12-month lock-up period for shares held before the company's initial public offering [3] Trading Restrictions - Directors and senior management are prohibited from trading company shares during certain periods, such as 15 days before the annual or semi-annual report announcements [4] - The maximum amount of shares that can be transferred by directors and senior management in a year is limited to 25% of their total holdings [4][5] Reporting and Disclosure - The board secretary and the board office are responsible for managing the data and information regarding the shareholdings of directors, senior management, and core technical personnel [8] - Any changes in shareholdings must be reported to the company within two trading days and disclosed on the stock exchange [9][10] Miscellaneous - The system will take effect upon approval by the company's board of directors [11]

Core Viewpoint - The company has established a fundraising management system to regulate the use and management of raised funds, enhance their effectiveness, and protect investors' rights [1][2]. Group 1: Fundraising Management - The funds raised are defined as those obtained through the issuance of stocks or other equity-like securities, excluding funds raised for equity incentive plans [2]. - The company must use the raised funds specifically for their intended purposes, aligning with national industrial policies and sustainable development principles [2][3]. - The board of directors is responsible for continuously monitoring the management and use of raised funds to prevent investment risks and ensure safety [3][4]. Group 2: Fund Storage and Usage - The company is required to open a special account for the raised funds, ensuring that these funds are not mixed with other funds or used for unrelated purposes [4][5]. - Upon receipt of the funds, the company must complete verification procedures and sign a tripartite supervision agreement with the sponsor and the bank [5][6]. - The company can manage temporarily idle raised funds through cash management, ensuring that such management does not affect the normal progress of investment plans [8][9]. Group 3: Project Feasibility and Adjustments - If a fundraising project encounters significant changes in market conditions or is delayed for over a year, the company must reassess its feasibility and disclose any necessary adjustments [6][7]. - The company is prohibited from using raised funds for financial investments or providing them to related parties for improper benefits [7][8]. - Any changes in the use of raised funds must be approved by the board and disclosed to shareholders [12][13]. Group 4: Reporting and Supervision - The company must accurately disclose the actual use of raised funds and report any significant deviations from the investment plan [14][15]. - An annual audit must be conducted by an accounting firm to verify the management and use of raised funds, with findings disclosed in the annual report [15][16]. - The company and its related parties will face consequences for violations of the fundraising management system [31].

Core Points - The document outlines the operational guidelines for the General Manager of Yingke Recycling Resources Co., Ltd, aiming to enhance governance structure and operational efficiency [1][3][10] Group 1: General Provisions - The guidelines are established to improve the governance structure and operational efficiency of the company, ensuring the protection of shareholders' rights [1][3] - The company has a General Manager and several Vice General Managers, with the General Manager being responsible to the Board of Directors [3][4] Group 2: Qualifications and Appointment of the General Manager - Specific disqualifications for the General Manager include lack of civil capacity, criminal convictions related to corruption, and being listed as a dishonest executor by the court [4][5] - The appointment and dismissal of the General Manager must follow legal procedures and company regulations, with a term of three years [6][7] Group 3: Powers of the General Manager - The General Manager has the authority to manage daily operations, implement board resolutions, and report to the board [5][6] - Responsibilities include organizing annual business plans, proposing management structures, and overseeing financial budgets of subsidiaries [5][6] Group 4: Responsibilities of the General Manager - The General Manager must ensure compliance with national policies, protect company interests, and maintain safety in production [12][13] - The role includes setting specific duties for Vice General Managers and the Chief Financial Officer [12][13] Group 5: General Manager's Meeting System - The General Manager's office meetings are held to discuss significant management decisions, ensuring scientific and reasonable decision-making [14][15] - Meeting records must be maintained for ten years, and confidentiality must be upheld [17][21] Group 6: Major Business Activities - The General Manager is responsible for decisions on significant business matters, including financial operations and major contracts [23][24] - Timely reporting to the board on significant contracts and financial situations is required [26][28] Group 7: Responsibilities and Obligations - The General Manager must adhere to laws and company regulations, maintaining integrity and diligence in their duties [31][32] - Misuse of company funds or assets for personal gain is strictly prohibited [33][34]

General Principles - The company aims to enhance the quality of information disclosure and standardize its practices to protect investors' rights [1][2] - Information disclosure refers to the release of information that may significantly impact the trading price of the company's stock and derivatives, which must be made public within a specified timeframe [1] Disclosure Obligations - Company directors and senior management must ensure that disclosed information is truthful, accurate, complete, timely, and fair [2] - An insider information management system must be established to limit the number of individuals privy to insider information before its public disclosure [2][3] - The company should proactively disclose information that may materially affect shareholders and stakeholders' decisions, ensuring equal access to all shareholders [2][3] Disclosure Standards - Disclosure documents must be clear, concise, and free from excessive jargon or ambiguous expressions [3] - All disclosures must be submitted to the Shanghai Stock Exchange (SSE) and published on designated media and the company's website [3][4] - The company must respond truthfully to inquiries from the SSE regarding disclosed matters within the stipulated timeframe [4] Reporting Requirements - The company is required to disclose periodic reports, including annual, semi-annual, and quarterly reports, within specified deadlines [8][9] - Annual reports must be disclosed within four months after the end of the fiscal year, semi-annual reports within two months, and quarterly reports within one month [8][9] - If the company anticipates delays in disclosing periodic reports, it must announce the reasons and expected timelines for disclosure [9][10] Major Events Disclosure - The company must promptly disclose significant events that may impact its stock price, including changes in corporate structure, management, or financial conditions [13][14] - Major events include significant lawsuits, changes in business strategy, or any developments that could materially affect the company's operations or financial status [14][21] Internal Management of Disclosure - The board of directors is responsible for overseeing the company's information disclosure, with the chairman serving as the primary responsible person [30][31] - The board secretary coordinates disclosure activities, ensuring compliance with regulations and timely reporting of significant events [30][31] - All disclosures must be made in the form of board announcements, and unauthorized disclosures by directors or senior management are prohibited [30][31]