江苏联瑞新材料股份有限公司 2025 年第二次临时股东大会会议资料 2025 年第二次临时股东大会会议资料 2025 年 7 月 江苏联瑞新材料股份有限公司 2025 年第二次临时股东大会会议资料 江苏联瑞新材料股份有限公司 2025 年第二次临时股东大会会议须知 为了维护全体股东的合法权益，确保股东大会会议秩序和议事效率，保证股 东大会的顺利召开，根据《中华人民共和国公司法》《中华人民共和国证券法》 《上市公司股东会规则》以及《江苏联瑞新材料股份有限公司章程》《江苏联瑞 新材料股份有限公司股东大会议事规则》等相关规定，特制定江苏联瑞新材料股 份有限公司（以下简称"公司"）2025年第二次临时股东大会会议须知： 一、为确认出席大会的股东或其代理人或其他出席者的出席资格，会议工作 人员将对出席会议者的身份进行必要的核对工作，请被核对者给予配合。 证券代码：688300 证券简称：联瑞新材 江苏联瑞新材料股份有限公司 二、为保证本次大会的严肃性和正常秩序，切实维护股东的合法权益，请出 席大会的股东或其代理人或其他出席者务必准时到达会场签到确认参会资格。在 会议主持人宣布现场出席会议的股东和代理人人数及所持有表决权 ...

1. Report Industry Investment Rating - No information provided in the content 2. Core View of the Report - The report regularly sorts out the latest information on private exchangeable bond (private EB) projects obtained from public channels and conducts basic element tracking on private exchangeable bond projects. It should be noted that the issuance terms and processes of private bonds may change, and the final prospectus should prevail. For issuance progress, consult the relevant lead underwriters [1] 3. Summary by Relevant Catalogs New Project Information This Week - Guangdong Shengyi Technology Co., Ltd.'s 2025 private placement of exchangeable corporate bonds for professional investors has received feedback from the exchange. The proposed issuance scale is 2 billion yuan, the underlying stocks are Shengyi Electronics/Lianrui New Materials (688183.SH/688300.SH), the lead underwriter is CITIC Securities, and the exchange update date is June 12, 2025 [2] List of Private EB Weekly Tracking (2025 - 06 - 13) - Multiple private exchangeable bond projects are listed, including details such as bond names, lead underwriters, scales, underlying stocks, project statuses, and update dates. Projects are in various statuses such as "Passed", "Feedback Received", and "Accepted" [3]

General Overview - The implementation details of the cumulative voting system for Jiangsu Lianrui New Materials Co., Ltd. aim to enhance corporate governance and protect minority shareholders' interests [2][3]. Cumulative Voting System - The cumulative voting system allows shareholders to allocate their voting rights equally among the number of directors to be elected, enabling them to concentrate votes on specific candidates if desired [2][3]. - This system applies to the election or change of two or more directors, with the board required to announce the candidates' profiles [2][3]. Election Process - The election process involves calculating the cumulative voting rights based on the total shares held and the number of directors to be elected, with separate voting for independent and non-independent directors [3][4]. - Shareholders must indicate the number of votes allocated to each candidate, and any invalid votes will be considered as abstentions [3][4]. Election Outcomes - A director is elected based on the number of votes received, with a requirement that the votes must exceed half of the valid voting rights present at the meeting [4][5]. - If the number of elected directors is less than required, a second round of voting will occur, and if still unresolved, a new meeting will be called within two months to fill the vacancies [4][5]. Additional Provisions - The implementation details will be explained to shareholders before voting to ensure proper exercise of voting rights [7]. - In case of conflicts with national laws or the company's articles of association, the latter will prevail [7]. - The new implementation details will take effect upon approval by the shareholders' meeting, rendering previous rules invalid [7].

Core Points - The document outlines the management system for the shares held by the shareholders, directors, senior management, and core technical personnel of Jiangsu Lianrui New Materials Co., Ltd. [2][3] - The system aims to strengthen the management of shareholding changes and maintain market order in accordance with relevant laws and regulations [2][3][4] Shareholding Management - The system applies to actual controllers, major shareholders, directors, senior management, and core technical personnel [2] - Shareholders must be aware of laws prohibiting insider trading and market manipulation before trading [3][4] - Major shareholders and directors are restricted from selling shares under specific conditions, including within one year of the company's stock listing and during investigations [5][6] Restrictions on Share Transfers - Directors and senior management cannot transfer shares within three complete accounting years if the company has not yet achieved profitability [4][5] - Major shareholders are also restricted from reducing their holdings under certain conditions, such as ongoing investigations or administrative penalties [6][7] Reporting and Disclosure - Directors and senior management must report their shareholding changes to the company and relevant authorities within specified timeframes [10][12] - The company is responsible for ensuring the accuracy and timeliness of the reported information [10][11] Penalties and Responsibilities - Violations of the shareholding management rules may result in disciplinary actions, including warnings, demotions, or legal consequences [37][38] - The company must document any violations and report them to regulatory authorities as required [28][39]

Core Viewpoint - The company has established a management system for external information users to enhance information disclosure practices, ensure fair disclosure, and prevent insider trading [1][2]. Group 1: Information Disclosure Management - The management system applies to the company, its departments, subsidiaries, and relevant personnel including directors and senior management [1]. - "Information" refers to any data that could significantly impact the trading price of the company's stock, including periodic reports, interim reports, financial data, and major planned or pending matters [1]. - The company implements a hierarchical and categorized management approach for external information disclosure, with the board of directors as the highest management authority [1][2]. Group 2: Confidentiality Obligations - Directors, senior management, and relevant personnel must adhere to legal and regulatory requirements regarding information disclosure and maintain confidentiality before formal public disclosures [2][3]. - The company is prohibited from providing annual statistical reports to external parties without legal basis prior to the annual report disclosure [2]. - In special circumstances requiring the disclosure of undisclosed major information during business negotiations, the company must obtain a confidentiality agreement from the other party [3]. Group 3: Approval and Accountability - Before disclosing information, departments and subsidiaries must submit an "External Information Disclosure Approval Form" for review and approval by relevant authorities [3][4]. - The individuals responsible for the information disclosure are accountable for its authenticity, accuracy, and completeness, while the board secretary is responsible for compliance with disclosure procedures [3][4]. Group 4: Record Keeping and Compliance - Confidentiality agreements and related materials from external information users are to be kept by the board office for a period of 10 years [4][5]. - External parties receiving undisclosed information must not disclose or trade based on that information and must notify the company immediately if any breach occurs [5]. - The company reserves the right to seek compensation for economic losses caused by violations of confidentiality obligations by external parties [5].

Core Viewpoint - The document outlines the management measures for forward foreign exchange settlement and sales by Jiangsu Lianrui New Materials Co., Ltd, aiming to regulate operations, mitigate foreign exchange risks, and ensure compliance with relevant laws and regulations [1][2]. Summary by Sections General Principles - The forward foreign exchange settlement and sales business is defined as contracts with banks to agree on future currency exchanges, including currency type, amount, exchange rate, and deadline [1]. - The measures apply to the company and its wholly-owned and controlling subsidiaries [1]. Operational Principles - The company is prohibited from engaging in foreign exchange trading solely for profit; all activities must be based on normal business operations and aimed at risk mitigation [2]. - Transactions can only be conducted with approved financial institutions [2]. Approval Authority and Responsibilities - The finance department is responsible for estimating the scope, amount, and duration of forward foreign exchange transactions and must submit plans for board approval [3]. - Certain transactions require board approval and must be submitted to the shareholders' meeting if they exceed specified thresholds related to net assets or net profits [3]. Business Management and Internal Procedures - The company must establish internal control systems and appoint professionals for investment decisions, operations, and risk management [4]. - The finance department is tasked with executing transactions, while the audit department reviews the operations and reports to the board [4]. Information Disclosure and Record Management - The company must fulfill information disclosure obligations according to relevant regulations, detailing transaction purposes, types, and expected financial impacts [6][7]. - Documentation related to forward foreign exchange transactions must be retained for ten years [8].

江苏联瑞新材料股份有限公司 内部审计制度 第一章 总 则 第一条 为加强江苏联瑞新材料股份有限公司（以下简称"公司" 内部审计工作，提高内部审计工作质量，保护投资者合法权益，依据 《中华人民共和国审计法》《中华人民共和国内部审计条例》《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》等法 律、法规及中国证监会的相关规定，结合本公司内部审计工作的实际 情况，制定本制度。 第二条 本制度适用于公司全资、控股子公司以及具有重大影响 的参股公司所有业务环节的内部审计工作。 第三条 本制度所称内部审计，是指由公司内部审计部门依据国 家有关法律法规和本制度的规定，开展的审计评价活动。 第四条 本制度所称内部控制，是指公司董事会、审计委员会、 高级管理人员和全体员工为实现下列目标而提供合理保证的过程： 公司董事会及其全体成员应当保证内部控制相关信息披露内容 的真实、完整。 第二章 内部审计组织机构及工作职责 第六条 公司设立内部审计部门，对公司内部控制制度的建立和 实施、公司财务信息的真实性和完整性等情况进行检查监督。内部审 计部门对董事会负责，向董事会报告工作。公司审计委员会负责指导 和监督内部审计部门工作 ...

Core Points - The company establishes an investor relations management system to enhance communication with investors and protect their rights [2][3] - The management principles include compliance, equality, proactivity, and honesty [3][4] - The company emphasizes the importance of confidentiality regarding undisclosed information to prevent insider trading [4][5] Group 1: Investor Relations Management Principles - The investor relations management should comply with laws and regulations [3] - The company must treat all investors equally, especially small and medium-sized investors [3][4] - The company should proactively engage with investors and respond to their needs [3][4] Group 2: Communication Channels and Methods - The company will utilize multiple channels such as the official website, new media platforms, and investor education bases for communication [5][6] - Various methods like shareholder meetings, investor briefings, and roadshows will be employed to facilitate communication [5][6] - The company will establish dedicated contact points for investor inquiries and feedback [5][6] Group 3: Information Disclosure - The company is required to disclose information accurately, clearly, and in a timely manner [10][11] - Investor briefings should be held after annual reports to discuss industry status, strategies, and financial conditions [7][8] - The company must not disclose information to the media before it is made public through designated channels [10][11] Group 4: Organizational Structure - The board of directors is responsible for the investor relations management system and its implementation [8][9] - The board secretary will oversee the daily operations of investor relations management [8][9] - The investor relations management team must possess strong communication skills and knowledge of the company and industry [9][10] Group 5: Training and Compliance - The company will provide training for staff involved in investor relations to ensure compliance with regulations [11][12] - Employees are prohibited from disclosing undisclosed significant information or making misleading statements [11][12] - The company will maintain a comprehensive archive of investor relations activities and communications [12]

第五条 公司由董事会秘书负责证券监管机构、证券交易所、证券公司等机 构及新闻媒体、股东的接待、咨询（质询）、服务工作。 第二章 内幕信息及内幕信息知情人员的范围 第六条 内幕信息是指《证券法》所规定的，涉及公司经营、财务或者对公 司证券的市场价格有重大影响的尚未公开的信息。尚未公开是指公司董事会或董 事会办公室尚未在中国证监会指定的上市公司信息披露刊物或网站上正式公开 的事项。 江苏联瑞新材料股份有限公司 内幕信息知情人登记制度 第一章 总则 第一条 为加强江苏联瑞新材料股份有限公司（以下简称"公司"）内幕信 息管理，做好内幕信息保密工作，维护信息披露的公平原则，保护广大投资者的 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 司监管指引第 5 号——上市公司内幕信息知情人登记管理制度》《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》等有关法律法规及《江 苏联瑞新材料股份有限公司章程》（下称"《公司章程》"）等规定，结合公司 实际情况，制定本制度。 第二条 公司董事会是内幕信息的管理机构，董事会秘书为公司内幕信息保 密工作负责人，董事会办公室为公司内幕信息的监督、管理 ...

General Overview - The document outlines the work guidelines for the General Manager and other senior management personnel of Jiangsu Lianrui New Materials Co., Ltd, aiming to clarify their rights and responsibilities while ensuring compliance with relevant laws and regulations [2][4]. Chapter 1: General Principles - The General Manager is responsible for the daily operations and management of the company, implementing the resolutions of the Board of Directors, and reporting to the Board [2][4]. - Senior management includes the General Manager, Deputy General Managers, Secretary of the Board, Chief Financial Officer, and other personnel as defined in the company’s articles of association [2][4]. Chapter 2: Qualifications and Appointment Procedures - The General Manager and senior management must possess rich economic and management knowledge, strong management capabilities, and relevant work experience [3][4]. - Individuals with certain disqualifying conditions, such as criminal convictions or significant personal debt, are prohibited from holding senior management positions [3][4]. Chapter 3: Responsibilities and Obligations - The General Manager has the authority to manage daily operations, implement annual plans, propose management structures, and oversee financial matters [7][8]. - The Deputy General Manager assists the General Manager and may act on their behalf when necessary [8]. - The Chief Financial Officer is responsible for financial management and reporting, ensuring compliance with laws and regulations [8]. Chapter 4: General Manager's Office Meetings - The General Manager's office meetings are held as needed, with participation from senior management and potentially other relevant personnel [9][10]. - Meeting agendas include significant matters within the General Manager's authority and other issues delegated by the Board [10]. Chapter 5: Reporting System - The General Manager is required to report to the Board at least once a month on various operational aspects, including the implementation of annual plans and financial performance [11][12]. - Immediate reporting to the Board is required in cases of significant changes in the business environment or expected performance deviations [12]. Chapter 6: Supplementary Provisions - The guidelines will take effect upon approval by the Board and will supersede any previous versions [14]. - The Board is responsible for interpreting these guidelines [14].