Core Points - The company establishes an external guarantee management system to protect the interests of shareholders and investors, regulate guarantee behavior, control operational risks, and promote stable development [2][3] - The system applies to the company and its consolidated subsidiaries providing guarantees for third-party debts, including various forms of guarantees such as loans, letters of credit, and financing leases [2][3] - The company aims to strengthen internal controls, improve pre-evaluation, monitoring, and post-recovery mechanisms for guarantees to mitigate potential repayment risks [2][3] Summary by Sections General Principles - The external guarantee management system is formulated based on relevant laws and regulations, including the Company Law and the Guarantee Law of the People's Republic of China [2] - The total amount of external guarantees includes guarantees provided by the company and its subsidiaries [2] - Guarantees must be managed uniformly by the company, requiring board or shareholder approval before any guarantees can be provided [2][3] Approval Authority and Procedures - The daily management of external guarantees is the responsibility of the finance department and the board office [14] - The company must conduct a credit evaluation of the guaranteed entity, requiring various financial documents and reports [14][15] - Guarantees exceeding certain thresholds, such as 50% of the company's latest audited net assets, require shareholder approval [7][8] Risk Management - The company must adhere to risk control principles during the guarantee process, ensuring that the guarantee responsibility limits are strictly controlled [22] - The finance department is tasked with ongoing monitoring of the guaranteed entity's financial status and operational conditions [26] - In case of default by the guaranteed entity, the company must execute recovery measures within a specified timeframe [27][29] Compliance and Reporting - The company is required to disclose information regarding guarantees and any significant changes in the financial status of the guaranteed entities [3][29] - Independent directors must provide opinions on the legality and compliance of guarantee matters, and the audit committee must monitor guarantee-related internal controls [30][31]

General Provisions - The rules are established to standardize the decision-making process of the board of directors of Meiyah (China) Environmental Technology Co., Ltd. and to enhance the board's operational efficiency and decision-making quality [1][3]. Qualifications and Responsibilities of Directors - Directors must be natural persons and cannot hold office if they meet certain disqualifying conditions, such as lack of civil capacity or criminal convictions related to financial misconduct [3][4]. - Directors are elected by the shareholders for a term of three years and may be re-elected [4][5]. - Directors have a duty of loyalty and must avoid conflicts of interest, ensuring that their personal interests do not interfere with the company's interests [4][5]. Board Structure and Powers - The board consists of seven directors, including one chairman and three independent directors [7][8]. - The board is responsible for making significant decisions regarding the company's operations, including investment plans, profit distribution, and major acquisitions [8][9][10]. Board Meetings - The board must hold at least two regular meetings annually, with additional meetings called as necessary [14][26]. - A quorum for board meetings requires the presence of more than half of the directors [40]. - Decisions are made through voting, with each director having one vote, and resolutions require a majority to pass [57][66]. Confidentiality and Accountability - Directors are obligated to maintain confidentiality regarding company secrets and must not disclose sensitive information [82]. - Directors are accountable for their decisions, and if a resolution leads to significant losses due to legal violations, they may be held liable for damages [78][80]. Amendments and Effectiveness - The rules serve as an attachment to the company's articles of association and take effect upon approval by the shareholders' meeting [84][85].

Core Points - The document outlines the fundraising management system of Meiyah (China) Environmental Technology Co., Ltd, aiming to regulate the management and use of raised funds, enhance efficiency, and protect shareholders' rights [2][3][4] Fundraising Management - The company must comply with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China, and its own articles of association [2][3] - Fundraising refers to funds raised through public and private securities offerings, excluding funds raised for employee stock ownership plans [2][3] - Directors and senior management are responsible for ensuring proper use of raised funds and must not engage in unauthorized changes to fund usage [3][4] - Major shareholders and actual controllers are prohibited from misappropriating or occupying the company's raised funds [3][4] Fund Storage - The company is required to open a special account for raised funds in a commercial bank, ensuring that these funds are managed separately from other funds [6][7] - A tripartite supervision agreement must be signed with the underwriter and the bank within one month of the funds being received [6][7] - The company must report to the Shanghai Stock Exchange within two trading days after signing the agreement [6][7] Fund Usage - Raised funds should primarily be used for the company's main business as outlined in the fundraising application documents [9][10] - The company is prohibited from using raised funds for financial investments or providing funds to related parties for improper benefits [9][10] - If there are significant changes affecting the feasibility of investment projects, the company must reassess and report to the Shanghai Stock Exchange [10][11] Temporary Use of Idle Funds - Idle raised funds can be temporarily used to supplement working capital, subject to board approval and compliance with specific conditions [12][13] - The company must return any temporarily used funds to the special account before the due date and report this to the Shanghai Stock Exchange [12][13] Fund Management and Supervision - The company must disclose the actual expenditure of raised funds and conduct quarterly internal audits [26][27] - The board is required to review the progress of fundraising projects biannually and report any discrepancies in the investment plan [26][27] - Independent directors and the audit committee must monitor the management and usage of raised funds continuously [28][29] Changes in Fund Usage - Any changes to the use of raised funds must be approved by the board and shareholders, with independent directors and underwriters providing consent [21][22] - The company must ensure that any new projects funded by raised funds have a good market outlook and profitability [22][23]

Core Points - The document outlines the information disclosure management system of Meiyah (China) Environmental Technology Co., Ltd, aiming to standardize information disclosure practices and protect the rights of shareholders and stakeholders [1][2] - The system is developed in accordance with various laws and regulations, including the Company Law and Securities Law of the People's Republic of China, as well as the rules of the Shanghai Stock Exchange [2][3] Information Disclosure Obligations - The term "information" refers to any undisclosed information that could significantly impact the trading price of the company's stock or influence investment decisions, including financial performance, profit distribution, and major operational changes [3][4] - The company and its information disclosure obligors must disclose information truthfully, accurately, completely, and timely, avoiding any false records or misleading statements [3][4] Major Events and Reporting - The company must immediately report significant events that could affect the trading price of its securities to the China Securities Regulatory Commission and the Shanghai Stock Exchange, including major operational changes, significant investments, and legal issues [4][5] - Specific major events that require disclosure include changes in business direction, significant asset transactions, major contracts, and any substantial losses or debts [4][5] Risk Disclosure - The company is required to disclose any major risk events that could impact its core competitiveness and ongoing viability, such as unfavorable changes in national policies or market conditions [5][6] - The company must disclose information regarding any significant changes in raw material prices, product sales, or the loss of key technologies [5][6] Reporting Procedures - The company must fulfill its disclosure obligations at the earliest occurrence of significant events, including board resolutions or when any party involved becomes aware of the event [6][7] - The company is also required to disclose industry information that could significantly impact stock trading prices or investment decisions [6][7] Internal Management and Responsibilities - The board secretary is responsible for overseeing the information disclosure process, ensuring that all disclosures are accurate and timely [10][11] - The company must maintain strict confidentiality regarding undisclosed information and ensure that insiders do not leak such information before it is publicly disclosed [15][16] Compliance and Penalties - The company will impose penalties on any responsible parties who fail to report or inaccurately report required information, which may include internal reprimands or termination [20][21] - The board secretary has the authority to recommend penalties to the board for any violations of the disclosure obligations [20][21]

Core Points - The company, MayAir Technology (China) Co., Ltd., aims to protect the rights and interests of shareholders, employees, and creditors while adhering to relevant laws and regulations [1][3] - The company was established as a joint-stock company through the transformation of MayAir (China) Environmental Purification Co., Ltd. and is registered in Nanjing [3][4] - The registered capital of the company is 134.4 million RMB, fully paid before March 20, 2020 [3][4] - The company is committed to promoting the development of the purification industry and improving global air quality [5] Company Structure - The company is a permanent joint-stock company with a legal representative being the general manager, who is appointed by the board of directors [3][4] - The company has a total of 134.4 million shares, all of which are ordinary shares [7][21] - The company’s shares are issued in accordance with the principles of fairness and justice, ensuring equal rights for each share of the same category [7][21] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including the right to request and attend shareholder meetings [12][34] - Shareholders holding more than 5% of the voting shares must report any pledging of their shares to the company [19] - The company’s shareholders are responsible for not abusing their rights to harm the interests of the company or other shareholders [19][43] Governance and Decision-Making - The company’s board of directors is responsible for convening shareholder meetings and making decisions on significant matters such as capital increases, mergers, and acquisitions [23][27] - The company must disclose information regarding significant transactions and ensure compliance with legal and regulatory requirements [24][25] - Shareholder meetings can be called by the board or by shareholders holding a significant percentage of shares, ensuring transparency and accountability [26][28] Financial Management - The company is prohibited from providing financial assistance for the acquisition of its shares, except under specific circumstances approved by the board [8][9] - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [10][21] - The company must adhere to strict guidelines when providing guarantees, especially to related parties, ensuring that such actions do not harm the company’s interests [24][25]

General Principles - The rules are established to protect the legal rights of the company and its shareholders, clarify the responsibilities and powers of the shareholders' meeting, improve the efficiency of meetings, and ensure lawful exercise of powers [2][3]. Powers of the Shareholders' Meeting - The shareholders' meeting is the company's authority and has the power to elect and replace directors, approve the board's reports, and decide on profit distribution plans [4][6]. - The meeting must operate within the scope defined by the Company Law and the company's articles of association [4][5]. - The company must strictly adhere to legal and regulatory requirements when convening the shareholders' meeting [4][5]. Meeting Procedures - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [10]. - Temporary meetings can be called within two months of certain events, such as insufficient directors or significant losses [11]. - Legal opinions must be obtained regarding the legality of the meeting's procedures and results [13]. Proposals and Voting - Proposals must fall within the powers of the shareholders' meeting and be clearly defined [12][21]. - Shareholders can submit proposals, and the meeting must notify them of the results [14][15]. - Voting must be conducted in a manner that ensures transparency and fairness, with specific rules for ordinary and special resolutions [23][24]. Record Keeping - The company must maintain accurate records of the meeting, including attendance, proposals, and voting results [69][70]. - Records must be preserved for at least ten years [70]. Compliance and Enforcement - The company must comply with all legal and regulatory requirements, and any violations can lead to penalties [26][28]. - Shareholders have the right to challenge decisions made at the meeting if they believe there has been a violation of laws or regulations [25][28].

Core Viewpoint - The legal opinion letter from Shanghai Junlan Law Firm confirms that Meiy Environmental Technology Co., Ltd. has made necessary adjustments to its 2024 restricted stock incentive plan, including changes to the grant price and the second grant of reserved restricted stocks to incentive targets, in compliance with relevant regulations [1][9]. Summary by Sections Approval and Authorization - The adjustments and grants have received necessary approvals from the company's board and supervisory board, in accordance with the relevant regulations [5][9]. Details of Adjustments - The total share capital before the distribution was 134,400,000 shares, with a cash dividend of 0.2 yuan per share, totaling 26,880,000 yuan [5]. - The grant price was adjusted from 15.60 yuan to 15.40 yuan per share, following the formula P = P0 - V, where P0 is the original grant price and V is the dividend per share [6]. Details of Grants - The second grant date is set for September 3, 2025, with a grant price of 15.40 yuan per share for 698,000 restricted stocks to 75 eligible incentive targets [6][9]. Compliance with Regulations - The adjustments and grants comply with the Management Measures, Listing Rules, and Regulatory Guidelines, ensuring that the company and the incentive targets meet all necessary conditions for granting restricted stocks [8][9]. Information Disclosure - The company is required to disclose relevant documents and fulfill ongoing information disclosure obligations as per the applicable regulations [8][9].

证券代码：688376 证券简称：美埃科技 上海荣正企业咨询服务（集团）股份有限公司 关于 美埃（中国）环境科技股份有限公司 第二次预留授予相关事项 之 独立财务顾问报告 目 录 一、释义 （三）本独立财务顾问未委托和授权任何其它机构和个人提供未在本独立 财务顾问报告中列载的信息和对本报告做任何解释或者说明。 （四）本独立财务顾问提请上市公司全体股东认真阅读上市公司公开披露 的关于本次限制性股票激励计划的相关信息。 （五）本独立财务顾问本着勤勉、审慎、对上市公司全体股东尽责的态度， 依据客观公正的原则，对本次限制性股票激励计划涉及的事项进行了深入调查 并认真审阅了相关资料，调查的范围包括上市公司章程、相关董事会、股东大 会决议、相关公司财务报告等，并和上市公司相关人员进行了有效的沟通，在 此基础上出具了本独立财务顾问报告，并对报告的真实性、准确性和完整性承 担责任。 本独立财务顾问报告系按照《公司法》《证券法》《管理办法》《上市规 则》等法律、法规和规范性文件的要求，根据上市公司提供的有关资料制作。 三、基本假设 本财务顾问所发表的独立财务顾问报告，系建立在下列假设基础上： 公司、上市公司 指 美埃（中国）环 ...

证券代码：688376 证券简称：美埃科技 公告编号：2025-030 美埃（中国）环境科技股份有限公司 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、准确性和完整性依法承担法律责任。 重要内容提示： ? 限制性股票第二次预留授予日：2025 年 9 月 3 日 万股，本次授予 69.80 万股，剩余 0.04 万股不作授予，作废失效。 ? 股权激励方式：第二类限制性股票 美埃（中国）环境科技股份有限公司（以下简称"公司"）《2024 年限制性 股票激励计划》（以下简称"《激励计划》"或"本次激励计划"）规定的限制 性股票预留授予条件已经成就，根据公司 2024 年第二次临时股东大会的授权， 公司于 2025 年 9 月 3 日召开第二届董事会第二十一次会议、第二届监事会第十 七次会议，审议通过了《关于向激励对象第二次授予预留限制性股票的议案》， 确定以 2025 年 9 月 3 日为第二次预留授予日，以 15.40 元/股的授予价格向 75 名激励对象授予 69.80 万股限制性股票。现将有关事项说明如下： 一、限制性股票授予情况 （一）本次限制性股票 ...

美埃（中国）环境科技股份有限公司 监事会关于 2024 年限制性股票激励计划 批准的《激励计划》中规定的激励对象范围相符。 （2）最近 12 个月内被中国证监会及其派出机构认定为不适当人选； （3）最近 12 个月内因重大违法违规行为被中国证监会及其派出机构行政 处罚或者采取市场禁入措施； （4）具有《公司法》规定的不得担任公司董事、高级管理人员情形的； （5）法律法规规定不得参与上市公司股权激励的； （6）中国证监会认定的其他情形。 对象符合《公司法》《证券法》等法律、法规和规范性文件以及《公司章程》规 定的任职资格，符合《管理办法》《上市规则》等法律、法规和规范性文件规定 的激励对象条件，符合公司《2024 年限制性股票激励计划》（以下简称"《激励 计划》"）规定的激励对象范围。 第二次预留授予激励对象名单的核查意见（授予日） 美埃（中国）环境科技股份有限公司（以下简称"公司"）监事会根据《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》"）、《上市公司股权激励管理办法》（以下简称"《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 ...