证券代码：688376 证券简称：美埃科技 公告编号：2025-026 美埃（中国）环境科技股份有限公司 关于召开 2025 年半年度业绩说明会的公告 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。 重要内容提示： ? 会议召开时间：2025 年 9 月 15 日（星期一）09:00-10:00 ? 会议召开地点：上海证券交易所上证路演中心（网址： https://roadshow.sseinfo.com/） （三）会议召开方式：上证路演中心网络互动 三、参加人员 董事长：蒋立 ? 会议召开方式：上证路演中心网络互动 ? 投资者可于 2025 年 9 月 8 日（星期一）至 9 月 12 日（星期五）16:00 前登 录上证路演中心网站首页点击"提问预征集"栏目或通过美埃（中国）环境科技股 份有限公司（以下简称"公司"）邮箱 ir@mayair.com.cn 进行提问。公司将在说 明会上对投资者普遍关注的问题进行回答。 公司已于 2025 年 8 月 30 日发布 2025 年半年度报告，为便于广大投资者更 全面深入地了解公司 ...

Core Points - The internal audit management system of Meiyah (China) Environmental Technology Co., Ltd. aims to standardize internal audit work, enhance quality, and protect investors' rights [1][2] - The internal audit is defined as an evaluation activity conducted by internal personnel to assess the effectiveness of internal controls, risk management, and the authenticity of financial information [1][2] - The audit committee is responsible for overseeing the internal audit work and ensuring the accuracy and completeness of internal control information disclosure [2][3] Group 1 - The internal audit's objectives include promoting effective control at a reasonable cost and evaluating risk management, control, and governance processes [2][3] - The internal audit scope covers the appropriateness and effectiveness of the internal control system and the evaluation of work effectiveness during task completion [2][3] - The board of directors is responsible for establishing and implementing internal control systems, which must be approved by the board [2][3] Group 2 - The audit committee consists of three directors who are not senior management, with a majority being independent directors, including at least one accounting professional [3][4] - The audit workgroup is established to conduct internal audits and report to the board, maintaining independence from the finance department [3][4] - Internal audit personnel must possess professional ethics, knowledge, and skills relevant to auditing and the company's operations [3][4] Group 3 - The audit workgroup is required to report at least quarterly to the audit committee on the execution of the internal audit plan and any issues discovered [4][5] - The audit committee must evaluate the effectiveness of internal controls based on reports from the audit workgroup and provide written assessments to the board [5][6] - The internal audit process includes checks on the use of raised funds, major transactions, and compliance with relevant regulations [5][6] Group 4 - The internal audit personnel must document audit evidence clearly and maintain confidentiality while adhering to legal and professional standards [4][5] - The audit workgroup is tasked with reviewing the company's compliance with internal control systems and ensuring corrective actions are taken for any deficiencies identified [5][6] - The internal control self-assessment report must include a declaration of authenticity, evaluation methods, and any identified deficiencies [6][7]

General Principles - The management system for the shares held by directors and senior management of Meiyah (China) Environmental Technology Co., Ltd. is established to strengthen the management of shareholdings and changes in accordance with relevant laws and regulations [2][3]. Scope of Application - This system applies to the management of shares held by the company's directors and senior management, including shares registered in their names and those held through others' accounts [2][3]. Trading Restrictions - Directors and senior management are prohibited from trading the company's shares during specific periods, including 15 days before the annual and semi-annual report announcements, 5 days before quarterly reports, and during significant events that may impact share prices [3][4]. - Any profits from selling shares within 6 months of purchase must be returned to the company [4]. Transfer Limitations - Shares held by directors and senior management cannot be transferred under certain conditions, such as within one year of the company's stock listing or within six months after leaving the company [4][5]. - Directors and senior management are restricted from reducing their holdings of pre-IPO shares until the company achieves profitability for three full accounting years [5]. Trading Quantity - The maximum amount of shares that directors and senior management can transfer annually is limited to 25% of their total holdings, with exceptions for certain circumstances [6][7]. - Any untransferred shares at the end of the year will be included in the calculation for the following year's transferable shares [7]. Information Disclosure - The company secretary is responsible for managing the data related to the shareholdings of directors and senior management, ensuring compliance with disclosure requirements [8][9]. - Directors and senior management must report any changes in their shareholdings within two trading days and disclose relevant details through the company's announcements [9][10]. Additional Provisions - The system will be effective upon approval by the company's board of directors and will be revised as necessary [11].

Core Viewpoint - The article outlines the information disclosure deferral and exemption management system of Meiyu (China) Environmental Technology Co., Ltd, aiming to regulate the behavior of the company and other information disclosers, enhance information disclosure supervision, and protect investors' legal rights [2][3]. Group 1: General Principles - The system is established based on relevant laws and regulations, including the Securities Law of the People's Republic of China and the Shanghai Stock Exchange's rules [2]. - The company and other disclosers must disclose information truthfully, accurately, completely, timely, and fairly, without abusing deferral or exemption to evade disclosure obligations or mislead investors [3]. Group 2: Scope of Deferral and Exemption - Information can be deferred or exempted from disclosure if it involves state secrets or other matters that may violate state confidentiality regulations [6]. - The company has an obligation to protect state secrets and must not disclose such information through any means, including investor interactions or press releases [4]. Group 3: Procedures for Deferral and Exemption - The company must carefully determine deferral and exemption matters and follow internal review procedures before implementation [3]. - If information is deferred or exempted, the company must register the details and maintain records for at least ten years [12]. Group 4: Reporting and Compliance - The company must report any deferred or exempted information to the Shanghai Stock Exchange and the local securities regulatory bureau within ten days after the annual, semi-annual, or quarterly report announcement [13]. - If the reasons for deferral or exemption are eliminated, the company must promptly disclose the information and provide justifications for its classification as a business secret [10].

Core Points - The document outlines the management system for the resignation of directors and senior management at Meiyah (China) Environmental Technology Co., Ltd, aiming to ensure corporate governance stability and protect the rights of the company and its shareholders [1][2][3] Chapter 1: General Provisions - The system applies to directors and senior management who resign due to term expiration, resignation, dismissal, or other reasons [1] Chapter 2: Resignation Circumstances - Directors and senior management can resign before their term ends by submitting a written resignation report, effective upon receipt by the company, which must disclose the situation within two trading days [3] - If a director's resignation results in the board falling below the legal minimum number of members, the resigning director must continue to fulfill their duties until a new director is appointed [3] Chapter 3: Conditions for Dismissal - The company will terminate the positions of directors and senior management under specific circumstances, including lack of civil capacity, criminal convictions related to corruption, and being listed as a dishonest executor by the court [2][3] Chapter 4: Obligations and Responsibilities of Resigning Directors - Resigning directors and senior management must fulfill any public commitments made during their tenure, and if they fail to do so, the company can seek compensation for losses incurred [4][5] - They are required to complete handover procedures within five days of resignation, including transferring all company documents and materials [4] Chapter 5: Post-Resignation Obligations - Resigning directors and senior management are prohibited from using their former positions to interfere with the company's operations or harm the interests of the company and its shareholders for two years post-resignation [5] - They must cooperate with the company in follow-up investigations regarding significant matters during their tenure and cannot refuse to provide necessary documents [5] Chapter 6: Miscellaneous - The system becomes effective upon approval by the board and will be interpreted by the board [6]

Core Viewpoint - The document outlines a management system aimed at preventing the misuse of company funds by controlling shareholders, actual controllers, and their related parties, ensuring the protection of shareholder and investor interests [2][3]. Group 1: General Principles - The system is established to maintain the interests of shareholders and investors, creating a long-term mechanism to prevent fund misuse by controlling shareholders and related parties [2]. - The system applies to financial management between the company and its controlling shareholders, actual controllers, and related parties [2]. Group 2: Prevention Principles - The company must maintain independence in personnel, assets, and finances from controlling shareholders and related parties, ensuring clear ownership of assets [4]. - Any financial transactions with controlling shareholders and related parties must adhere to strict review procedures and disclosure obligations [4][5]. Group 3: Measures for Prevention - The board of directors is responsible for managing the prevention of fund misuse, with specific duties assigned to directors and senior management to ensure fund security [6]. - Independent directors must provide special reports on the status of fund misuse by controlling shareholders and related parties [6]. Group 4: Accountability and Penalties - Violations of the system by controlling shareholders or related parties that harm the company will result in compensation responsibilities and potential legal actions [12][13]. - The board must activate a "freeze upon misuse" mechanism to protect company assets in case of fund misuse [10][13].

Core Points - The article outlines the implementation details of the cumulative voting system for the election of directors at Meiyah (China) Environmental Technology Co., Ltd, aiming to enhance corporate governance and protect minority shareholders' interests [1][2][3] Group 1: Cumulative Voting System Overview - The cumulative voting system allows shareholders to allocate their voting rights among multiple director candidates when electing two or more directors, ensuring that minority shareholders can elect representatives [2][3] - The voting rights for each shareholder are calculated as the number of shares held multiplied by the number of directors to be elected [8][9] Group 2: Voting Principles - The company must inform shareholders about the cumulative voting system and provide clear instructions on how to vote during the shareholder meeting [7][8] - Each shareholder can either concentrate their votes on one candidate or distribute them among several candidates, but cannot exceed the total number of votes they hold [4][5] Group 3: Election of Directors - Directors are elected based on the total votes received, with a requirement that the votes must exceed half of the total voting rights held by attending shareholders [14][15] - In case of a tie in votes among candidates, specific procedures are outlined to resolve the situation and ensure that the election process continues until all required directors are elected [15][16] Group 4: Special Procedures for Cumulative Voting - The company must prepare suitable ballots for cumulative voting, which should include essential information such as meeting name, candidate names, and voting instructions [19][20] - The cumulative voting system only accumulates votes for approval, excluding opposition and abstention votes to simplify the process for minority shareholders [21][22] Group 5: Implementation and Compliance - The cumulative voting system will take effect upon approval by the shareholder meeting, and any modifications will follow the same procedure [24][25] - The company is responsible for disclosing relevant information regarding the cumulative voting system to all shareholders [22][23]

美埃（中国）环境科技股份有限公司 关联交易管理制度 美埃（中国）环境科技股份有限公司 第一章 总则 第三章 关联人和关联关系 第四条 本制度所称关联人包括关联法人、关联自然人和视同关联人的法人或者自 然人。 第一条 为规范美埃（中国）环境科技股份有限公司（以下简称"公司"）及其控 股子公司与公司关联人之间的关联交易决策程序，防止关联交易损害公司 及中小股东的利益，根据《中华人民共和国公司法》《中华人民共和国证 券法》《上海证券交易所科创板股票上市规则》（以下简称"《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》等有关法律、行政法规、规章和规范性文件（以下简称"法律、 法规"）以及《美埃（中国）环境科技股份有限公司章程》 （以下简称"《公 司章程》"）等公司规章制度，制定本关联交易管理制度（以下简称"本 制度"）。 第二条 公司关联交易的内部控制应遵循诚实信用、平等自愿、公平、公开、公允、 关联人回避、书面协议的原则，不得损害公司和其他股东的利益，不得隐 瞒关联关系或者将关联交易非关联化。 第二章 关联交易 上述购买或者出售资产，不包括购买原材料、燃料和动力，以及出售产 ...

Core Points - The document outlines the independent director working system of Meiyah (China) Environmental Technology Co., Ltd, aiming to enhance corporate governance and ensure compliance with relevant laws and regulations [1][25]. Group 1: Independent Director Qualifications - 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 [3][4]. - At least one-third of the board members must be independent directors, including at least one accounting professional [5][6]. - Independent directors are required to have relevant professional qualifications, such as being a registered accountant or having a senior title in accounting, auditing, or financial management [5][6]. Group 2: Independence and Duties - Independent directors must maintain independence and avoid conflicts of interest, including relationships with major shareholders or entities that have significant business dealings with the company [4][5]. - They are obligated to act in the best interests of the company and all shareholders, particularly minority shareholders, and must provide objective opinions on board decisions [6][12]. - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [11][12]. Group 3: Nomination and Election Process - Independent director candidates can be proposed by the board, audit committee, or shareholders holding at least 1% of the company's issued shares [7][8]. - Candidates must consent to their nomination and disclose their qualifications and independence [7][8]. - The election of independent directors must be conducted transparently, with all relevant materials submitted to the Shanghai Stock Exchange [7][8]. Group 4: Responsibilities and Reporting - Independent directors must submit annual reports detailing their attendance at meetings, participation in committees, and communication with minority shareholders [15][16]. - They are required to keep detailed records of their activities and decisions, which must be preserved for at least ten years [17][19]. - Independent directors must ensure that their opinions on significant matters are clearly documented and disclosed [12][19]. Group 5: Support and Resources - The company is responsible for providing necessary support and resources to independent directors, including access to information and assistance from the board secretary [36][37]. - Independent directors are entitled to hire external consultants for audits or advice, with costs covered by the company [41][42]. - The company must ensure that independent directors have equal access to information as other board members [36][37].

Core Viewpoint - The document outlines the external investment management system of Meiyah (China) Environmental Technology Co., Ltd., aiming to establish a scientific, standardized, and transparent decision-making mechanism for significant business and external investment decisions, ensuring compliance with laws and regulations while protecting the interests of the company and its shareholders [2][3]. Decision-Making Scope - The internal control of significant investments should adhere to principles of legality, prudence, safety, and effectiveness, focusing on controlling investment risks and emphasizing investment benefits [5]. - The shareholders' meeting and the board of directors serve as the decision-making bodies for external investments, with no other departments or individuals authorized to make such decisions without permission [5]. - The board of directors is responsible for researching and evaluating the feasibility, investment risks, and returns of significant investment projects through a strategic committee [5]. - The general manager is the primary responsible person for implementing external investments, overseeing planning, organization, and monitoring of projects, and reporting progress to the board [5][6]. Approval Authority for External Investments - External investments requiring government approval must follow necessary procedures to ensure compliance with regulations [3]. - Specific external investment matters must be disclosed and approved by the shareholders' meeting or board of directors based on defined thresholds, such as asset total exceeding 50% of the latest audited total assets or transaction amounts exceeding 50% of the company's market value [8][9]. Financial Management and Auditing - The finance department must ensure that accounting methods for external investments comply with national accounting standards and maintain complete accounting records [28]. - Regular audits and checks should be conducted to verify the ownership and accuracy of investment assets [31]. Investment Transfer and Recovery - The company can recover external investments under certain conditions, such as project insolvency or contractual termination [22]. - The transfer of external investments must comply with relevant laws and regulations, with the approval process mirroring that of investment implementation [25].