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]

Core Viewpoint - The document outlines the management system for related party transactions of Meiyah (China) Environmental Technology Co., Ltd., aiming to regulate decision-making processes and protect the interests of the company and minority shareholders [1]. Group 1: General Principles - The internal control of related party transactions should adhere to principles of honesty, equality, fairness, openness, and written agreements, ensuring no harm to the company or other shareholders [1][2]. - Related party transactions must not conceal relationships or misrepresent transactions as non-related [1]. Group 2: Definition of Related Parties - Related parties include natural persons, legal entities, and organizations that are deemed related, such as family members of key stakeholders and entities holding more than 5% of shares [3][4]. - Specific criteria for identifying related parties include direct or indirect control over the company, significant shareholding, and close familial relationships with key management [5][6]. Group 3: Types of Related Party Transactions - Related party transactions encompass various activities, including asset purchases or sales, investments, project transfers, licensing agreements, guarantees, and financial assistance [4][7]. - Transactions that are part of daily operations, such as purchasing raw materials or selling products, are excluded from this definition [2]. Group 4: Pricing and Management of Related Party Transactions - The pricing of related party transactions must be fair and based on market standards, with written agreements detailing pricing policies [7][9]. - If significant changes occur in transaction terms, the company must follow the approval process again based on the revised amounts [7]. Group 5: Approval Procedures - Transactions exceeding RMB 300,000 or 0.1% of the company's total assets require board approval and must be disclosed promptly [11][12]. - Transactions above RMB 30 million or 1% of total assets must be submitted for shareholder approval, including necessary evaluations and reports [12][14]. Group 6: Disclosure and Execution - The company must disclose related party transactions accurately according to relevant laws and regulations [24]. - Approved transactions must be implemented by the management team, and any changes to the main content of the contracts require prior consent from the approving body [26][28]. Group 7: Special Provisions for Premium Purchases - If the purchase price of related party assets exceeds 100% of the book value, the company must provide a profit forecast report and facilitate shareholder participation in voting [29][30]. - The company must disclose any discrepancies between actual profits and forecasted profits for three consecutive years following the transaction [20][23].

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].

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]