Core Points - The company aims to enhance the compensation management for its directors and senior management to stabilize the core management team and improve operational efficiency [1] - The compensation system is designed to align with the company's goals and performance, ensuring that remuneration reflects the value of each position [1][2] - The board of directors is responsible for reviewing the compensation of senior management, while the shareholders' meeting reviews the compensation of directors [2] Compensation Management Structure - The Compensation and Assessment Committee of the board is authorized to manage and assess the compensation plans for directors and senior management [2] - The Human Resources and Administration Department will assist the Compensation and Assessment Committee in implementing the compensation plans [2] Compensation Standards and Adjustments - The compensation system will adapt to the company's operational changes and align with its strategic goals [2] - Adjustments to the compensation of directors and senior management will be based on industry salary increases, inflation, company profitability, organizational changes, and specific roles [2][3] Compensation Distribution - The distribution of salaries and allowances for directors and senior management will follow the company's compensation management regulations [2] - Compensation for departing directors and senior management will be calculated based on their actual tenure and performance [2] Additional Provisions - Any matters not covered by this system will adhere to relevant national laws and regulations, as well as the company's articles of association [4] - The board of directors is responsible for interpreting this system, which will take effect upon approval by the shareholders' meeting [5]

Core Points - The company establishes a system for managing insider information to ensure confidentiality and compliance with relevant laws and regulations [1][2][3] - The board of directors is responsible for insider information management, with the secretary organizing implementation and the securities department handling daily operations [1][2] - Insider information is defined as non-public information that could significantly impact the company's operations, finances, or stock prices [3][4] Group 1: Insider Information Management - The company prohibits any department or individual from disclosing insider information without the approval of the board secretary [2] - All company personnel, including directors and senior management, must maintain confidentiality regarding insider information [2][3] - The company must keep a complete record of all individuals who have access to insider information before it is publicly disclosed [6][7] Group 2: Scope of Insider Information - Insider information includes significant changes in business strategy, major investments, important contracts, and financial difficulties [3][4][5] - The company must report insider information to regulatory bodies within five trading days after public disclosure [6][10] - Individuals who have access to insider information are classified as insider information insiders and must adhere to confidentiality obligations [4][8] Group 3: Confidentiality Obligations - Insider information insiders are required to keep the information confidential and cannot trade or suggest trading based on this information [10][11] - The company must limit the circulation of insider information to the smallest necessary group before public disclosure [8][9] - Any breach of confidentiality by insiders may result in disciplinary actions from the company and potential legal consequences [14][15]

Core Points - The company aims to enhance its corporate governance structure by improving the board composition and strengthening the supervision mechanisms for internal directors and management [1][2] - Independent directors are defined as those who do not hold any other positions within the company and have no direct or indirect interests that could affect their independent judgment [2][3] - The company establishes specific qualifications for independent directors, including legal and financial expertise, independence, and a clean personal record [3][4][5] Group 1 - Independent directors must constitute at least one-third of the board, including at least one accounting professional [3][4] - Independent directors are required to maintain their independence and must disclose any situations that may affect their independence [5][6] - The company must ensure that independent directors have sufficient time and resources to fulfill their responsibilities effectively [15][16] Group 2 - The nomination and election of independent directors can be proposed by the board or shareholders holding more than 1% of the company's shares [7][8] - Independent directors are entitled to participate in board decisions and provide independent opinions on matters that may conflict with the interests of minority shareholders [14][15] - The company is obligated to provide independent directors with necessary information and support to perform their duties [18][19] Group 3 - Independent directors must submit an annual report detailing their activities and the fulfillment of their responsibilities [30][31] - The company must ensure that independent directors receive appropriate compensation for their roles, which should be approved by the shareholders [20][21] - The independent director system will take effect upon approval by the shareholders and can be amended by the board with shareholder consent [21]

Core Points - The company establishes an internal audit system to enhance management and ensure compliance with relevant laws and regulations [1][2] - The internal audit aims to promote effective internal controls, improve management efficiency, and protect shareholder interests [2][3] Internal Audit Management - The internal audit applies to all departments, subsidiaries, and significant investees of the company [1] - Internal audit is defined as an independent evaluation of the effectiveness of internal controls, risk management, and the accuracy of financial information [1][2] Internal Control Objectives - Internal control activities are designed to ensure compliance with laws, enhance operational efficiency, safeguard assets, and ensure accurate information disclosure [2] - The internal audit's purpose includes cost control, risk mitigation, and prevention of illegal activities [2][3] Internal Audit Structure - The company’s board establishes an audit committee composed of three non-executive directors, including two independent directors [2][3] - An internal audit institution is set up to oversee business activities, risk management, and financial information [2][3] Responsibilities and Authority - The internal audit institution is responsible for evaluating the completeness and effectiveness of internal controls and auditing financial data for legality and accuracy [4][5] - The institution has the authority to request relevant documents, conduct investigations, and impose temporary measures against obstructive departments [5][6] Audit Procedures and Reporting - Internal audits cover all business activities related to financial reporting and information disclosure [7][8] - The internal audit institution must report to the audit committee at least quarterly and submit annual audit reports [4][7] Collaboration and Support - The internal audit institution may collaborate with other departments for specialized audits and support external auditors while maintaining confidentiality [8][9] - The institution assists in due diligence for investment and acquisition activities as required by the board [8][9] Evaluation and Accountability - The audit committee participates in evaluating the internal audit leader, and outstanding auditors may receive recognition [10][11] - Violations of the internal audit regulations may lead to administrative or economic penalties [10][11]

Core Viewpoint - The document outlines the regulations governing the management of shares held by directors and senior management of Donglai Coating Technology (Shanghai) Co., Ltd, focusing on the restrictions and reporting requirements related to the buying and selling of company shares [1][2][3]. Summary by Sections General Provisions - The rules are established to enhance the management of shares held by the company's directors and senior management, in accordance with relevant laws and regulations [1]. - The rules apply to all shares held by directors and senior management, including those held in others' accounts and through margin trading [1]. Prohibited Share Transactions - Directors and senior management are prohibited from transferring shares under specific circumstances, such as within one year of the company's stock listing or within six months after leaving the company [2]. - Additional prohibitions include situations involving investigations by regulatory bodies or legal actions against the individual or the company [2]. Trading Restrictions - There are specific periods during which directors and senior management cannot buy or sell shares, including 15 days before the announcement of annual or semi-annual reports and 5 days before quarterly reports [3]. - They must also ensure that close relatives and controlled entities do not engage in insider trading based on non-public information [3]. Reporting and Disclosure - Directors and senior management must report any changes in their shareholdings within two trading days, excluding changes due to stock dividends or capital increases [8]. - The company is responsible for ensuring accurate and timely reporting of share transactions to the relevant authorities [16]. Share Transfer Limits - The maximum number of shares that directors and senior management can transfer in a year is limited to 25% of their total holdings, with exceptions for certain legal circumstances [10]. - New shares acquired through various means are subject to specific transfer conditions, with a portion being transferable in the year of acquisition [12]. Compliance and Accountability - The company and its directors are accountable for ensuring compliance with relevant laws and regulations, with severe violations leading to penalties from regulatory authorities [18]. - The rules will be revised as necessary to align with future legal changes and must be approved by the board of directors [19][21].

Core Viewpoint - The document outlines the investment policies and procedures of Donglai Coating Technology (Shanghai) Co., Ltd, emphasizing the need for compliance with national laws and regulations, alignment with the company's development strategy, and maximizing economic benefits for shareholders [1][2]. Group 1: Investment Principles and Scope - The company’s external investments must comply with national laws and regulations and align with national industrial policies [2]. - External investments are defined as investments made using the company's monetary funds, physical assets, debts, net assets, intangible assets, and other legally permitted methods to generate profits [1]. - The scope of external investments is determined according to the company's articles of association [1]. Group 2: Decision-Making and Approval Authority - The decision-making bodies for external investments include the shareholders' meeting, the board of directors, and the general manager, each with specific authority limits [2][3]. - Certain investment matters require board approval if they meet specific thresholds, such as asset totals exceeding 50% of the company's audited total assets or transaction amounts exceeding 50% of the company's market value [2]. - The general manager has the authority to approve investments that do not exceed 10% of the company's audited total assets or market value [4]. Group 3: Investment Implementation and Management - Once an investment project is confirmed, a project implementation team must be established to oversee the entire process [6]. - The implementation team is responsible for tracking the project's progress, fund usage, operational status, and profitability, reporting regularly to the general manager or board of directors [6][7]. - For significant investment projects, external experts or intermediaries may be hired for feasibility analysis [7]. Group 4: Investment Recovery and Transfer - The company can recover external investments under specific circumstances, which must be reported and approved according to the established procedures [13]. - The company may also transfer external investments under certain conditions, following the regulations in the company's articles of association [14]. Group 5: Information Disclosure - The company must adhere to relevant regulations for information disclosure regarding external investments, as stipulated by the China Securities Regulatory Commission and stock exchange rules [16].

Core Points - The article outlines the implementation details for cumulative voting in the election of directors at Donglai Coating Technology (Shanghai) Co., Ltd, aimed at protecting the interests of minority shareholders and improving corporate governance [1][2][3] Group 1: Cumulative Voting System - Cumulative voting allows shareholders to allocate their voting rights across multiple candidates or concentrate them on a single candidate, with the total voting rights equal to the number of shares held multiplied by the number of directors to be elected [1][2] - The election of independent and non-independent directors will be conducted separately to ensure compliance with the company's articles of association [2] - The calculation of cumulative voting rights is based on the number of shares held multiplied by the number of directors to be elected, and this must be recalculated for each round of voting [2][4] Group 2: Voting Procedures - Shareholders can vote "for," "against," or "abstain," and must ensure that their total votes do not exceed their cumulative voting rights [2] - A candidate is elected if the number of "for" votes exceeds the combined total of "against" and "abstain" votes [2][4] - If the number of elected directors is less than required, a second round of voting will be held, and if necessary, a subsequent shareholders' meeting will be convened within two months to fill the vacancies [4]

东来涂料技术（上海）股份有限公司 董事、高级管理人员行为准则 第一章 总则 第一条 为了规范东来涂料技术（上海）股份有限公司（"公司"）董事、 高级 管理人员的行为，完善公司治理，根据《中华人民共和国公司法》（"《公司法》"）、《中 华人民共和国证券法》（"《证券法》"）、《上海证券交易所股票上市规则》（"《上市规 则》"）、《上市公司治理准则》、《上海证券交易所上市公司自律监管指引第 1 号—— 规范运作》（"《1 号指引》"）等相关法律、法规、规范性文件以及《东来涂料技术 （上海）股份有限公司章程》（"《公司章程》"）的规定，特制定本行为准则。 第二条 本准则适用于公司的董事、高级管理人员。 第三条 公司董事、高级管理人员应自觉学习《公司法》、《证券法》及国家有关 法律、法规、规范性文件，不断提高自身素质和修养，增强法律意识和现代企业经 营意识，掌握最新政策导向和经济发展趋势。 第四条 公司董事、高级管理人员应当诚实守信，不得损害投资者特别是中小投 资者的合法权益。 第二章 声明与承诺 第五条 公司董事、高级管理人员应当按照相关规定向上海证券交易所（"上交 所"）及公司董事会提交《董事（高级管理人员）声明 ...

东来涂料技术（上海）股份有限公司 证券代码：688129 证券简称：东来技术 公告编号：2025-019 关于非独立董事辞职暨补选非独立董事并调整董事会审计 截至本公告披露日，朱志耘先生未持有公司股票，亦不存在应当履行而未履 行的承诺事项。朱志耘先生在公司任职期间，恪尽职守、勤勉尽责，公司董事会 对朱志耘先生在任职期间的辛勤付出和贡献表示衷心感谢！ 委员会委员的公告 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。 一、董事离任情况 (一) 提前离任的基本情况 东来涂料技术（上海）股份有限公司（以下简称"公司"）董事会于近日收 到董事朱志耘先生递交的书面辞职报告。因个人原因，朱志耘先生辞去公司第三 届董事会非独立董事及审计委员会委员职务。辞去相关职务后，朱志耘先生不再 在公司及子公司担任任何其他职务。 | 姓名 | 离任职务 | | 原定任期到 | | | 离任 | 是否继续在上 | 具体职 | 是否存在未 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- ...

证券代码：688129 证券简称：东来技术 公告编号：2025-021 东来涂料技术（上海）股份有限公司 关于制定、修订公司部分治理制度的公告 | 序号 | 制度名称 | 是否提交股东大会审议 | | --- | --- | --- | | 14 | 内幕信息知情人登记管理制度 | 否 | | 15 | 信息披露事务管理制度 | 否 | | 16 | 信息披露暂缓与豁免业务管理制度 | 否 | | 17 | 重大信息内部报告制度 | 否 | | 18 | 对外担保管理制度 | 是 | | 19 | 对外投资管理制度 | 是 | | 20 | 对外提供财务资助管理制度 | 否 | | 21 | 关联交易管理制度 | 是 | | 22 | 募集资金管理制度 | 是 | | 23 | 累积投票制实施细则 | 是 | | 24 | 投资者关系管理制度 | 否 | | 25 | 内部控制及风险管理制度 | 否 | | 26 | 内部控制评价制度 | 否 | | 27 | 内部审计制度 | 否 | | 28 | 控股子公司管理制度 | 否 | | 29 | 防范控股股东及其关联方资金占用制度 | 否 | | 30 | 会 ...