Core Points - The document outlines the information disclosure obligations of Guangdong Deguan Film New Materials Co., Ltd. and related parties to ensure transparency and protect the rights of investors [1][2][3] Group 1: Information Disclosure Obligations - Information disclosure obligations include timely, truthful, accurate, and complete reporting of relevant information to all investors without selective disclosure [1][2][3] - The company and its related parties must not leak insider information before it is legally disclosed and must not engage in insider trading [2][3] - Information disclosure documents must be published on the Shenzhen Stock Exchange and other approved media, ensuring accessibility to the public [3][4] Group 2: Types of Reports - The company is required to disclose periodic reports, including annual, semi-annual, and quarterly reports, which must contain significant information affecting investor decisions [4][5] - The annual report must be disclosed within four months after the fiscal year-end, while semi-annual and quarterly reports have respective deadlines of two months and one month after the reporting periods [5][6] Group 3: Management of Disclosure - The board of directors is responsible for ensuring timely and accurate disclosure of periodic reports, which must be approved by the board before publication [6][7] - The company must disclose any significant risks that could adversely affect its core competitiveness and future development [5][6] Group 4: Temporary Reports - The company must immediately disclose any major events that could significantly impact the trading price of its securities, including changes in business strategy, major investments, or significant losses [9][10] - Major events requiring disclosure include changes in the company's operational direction, significant asset transactions, and legal issues [9][10] Group 5: Responsibilities and Procedures - The board secretary is responsible for coordinating information disclosure and ensuring compliance with legal requirements [13][14] - All departments and subsidiaries must report significant information to the board secretary promptly to facilitate timely disclosure [18][19] Group 6: Confidentiality and Compliance - Individuals with access to undisclosed information are considered insiders and must adhere to confidentiality obligations [25][26] - Violations of disclosure regulations may result in disciplinary actions, including warnings or termination, and may also lead to legal penalties [27][28]

Core Viewpoint - The document outlines the regulations and procedures for Guangdong DeGuan Film New Materials Co., Ltd. regarding the deferral and exemption of information disclosure, emphasizing the importance of compliance with legal obligations to protect investors' rights [1][2][5]. Group 1: General Provisions - The company establishes a system to regulate the deferral and exemption of information disclosure to ensure compliance with the Company Law, Securities Law, and relevant stock exchange rules [1]. - Information disclosure must be truthful, accurate, complete, timely, and fair, and the company must not misuse deferral or exemption to evade disclosure obligations or mislead investors [1][2]. Group 2: Applicable Situations for Deferral and Exemption - Deferral or exemption of disclosure is permitted if the information involves state secrets or could violate confidentiality regulations [2]. - The company has an obligation to protect state secrets and must not disclose them through any means, including investor interactions or press releases [2][3]. - Information related to commercial secrets can be deferred or exempted if it involves core technology or could harm the interests of the company or others [2][3]. Group 3: Approval Procedures for Deferral and Exemption - Departments or subsidiaries must submit a request for deferral or exemption to the Securities Affairs Department, which will then be reviewed by the board secretary and approved by the chairman [4]. - The company must maintain records of all deferrals and exemptions for at least 10 years, ensuring proper documentation of the reasons and internal review processes [4][5]. Group 4: Accountability - The company will impose penalties on individuals responsible for violations of the deferral and exemption procedures that negatively impact the company or investors, including potential legal actions [5][6]. - The board of directors is responsible for the formulation, modification, and interpretation of the disclosure system [6].

Group 1 - The company aims to improve its corporate governance structure and regulate the behavior of senior management to protect the rights of shareholders and creditors [1][2] - The president is responsible for the daily management of the company and must report to the board of directors [2][3] - The president's term is three years, and they can resign before the term ends following the procedures outlined in the company's articles of association [2][4] Group 2 - The president must be a full-time employee, and their appointment must follow legal procedures without interference from any organization or individual [2][4] - Specific criteria disqualify individuals from serving as president or senior management, including criminal convictions and financial irresponsibility [2][4][5] Group 3 - The president has various responsibilities, including implementing the board's resolutions, managing the company's operations, and proposing the appointment or dismissal of other senior management [4][5] - The financial director is responsible for financial management, including preparing financial reports and ensuring compliance with regulations [5][6] Group 4 - The company has established a reporting system where the president must regularly report to the board on the company's operational status and any significant changes [13][14] - Performance evaluation and compensation for the president and senior management are linked to the company's performance [32][33]

General Provisions - The company establishes rules to ensure the smooth operation of the board of directors and decision-making processes, in accordance with relevant laws and regulations [1] - The board of directors is a permanent institution responsible to the shareholders' meeting [1] Director Qualifications and Responsibilities - Directors must be natural persons and cannot hold office under certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities [2][3] - Directors have a duty of loyalty to the company, which includes avoiding conflicts of interest and not misappropriating company assets [3] Director Appointment and Term - Directors are elected by the shareholders' meeting for a term of three years and may be re-elected [2] - If a director resigns, they must submit a written resignation report, which takes effect upon receipt by the company [7] Board Structure and Meetings - The board consists of nine directors, including one chairman and three independent directors, with at least one being a professional accountant [11] - The board must hold at least two meetings annually, and special meetings can be called under certain conditions [14] Voting and Decision-Making - Decisions require a majority vote from the attending directors, and each director has one vote [39] - The board must ensure that decisions are made in compliance with legal and regulatory requirements [19] Committees and Responsibilities - The board has established committees, including an audit committee and a nomination committee, which are responsible for specific tasks and report to the board [32] - The board is responsible for major decisions, including financial reporting and corporate governance [12][19] Compliance and Amendments - The rules must comply with national laws and regulations, and any inconsistencies will defer to those laws [24] - The rules take effect upon approval by the shareholders' meeting and can be amended similarly [24]

General Overview - The document outlines the governance structure and voting procedures for Guangdong Deguan Film New Materials Co., Ltd, focusing on the cumulative voting system for electing directors [2][3]. Cumulative Voting System - The cumulative voting system allows shareholders to have voting rights equal to the number of shares they hold multiplied by the number of directors to be elected, enabling them to concentrate their votes on one candidate or distribute them among several [2][3][4]. - This system is mandatory when a single shareholder or their concerted parties hold 30% or more of the voting shares or when electing two or more independent directors [2][3]. Director Nomination Process - Shareholders holding 1% or more of the company's shares can propose candidates for non-independent directors, while the board can recommend independent director candidates [3][4]. - Nominated candidates must provide detailed personal information and confirm their eligibility for the position [4][5]. Voting Procedures - The voting process requires shareholders to indicate their cumulative votes for each candidate, with specific rules on how votes can be allocated [7][8]. - The results of the voting must be announced, detailing the number of votes each candidate received and whether they were elected [8][9]. Confirmation of Election - The election results must comply with the company's articles of association, and candidates must receive more than half of the valid votes to be elected [8][9]. - If there are ties in votes, a subsequent meeting must be held within two months to resolve the election of those candidates [9]. Additional Provisions - The document states that any matters not covered will be governed by relevant laws and regulations, and the board of directors is responsible for interpreting these rules [9].

Core Viewpoint - The company establishes a system to regulate financial transactions with related parties to prevent fund occupation and protect the rights of the company and its stakeholders [1][2]. Group 1: Definition and Scope - The system applies to financial management between the company and its controlling shareholders, actual controllers, and other related parties [1]. - Fund occupation includes both operational and non-operational fund occupation [2]. Group 2: Principles for Prevention - The company must prevent related parties from occupying its funds, assets, and resources [5]. - Independence in personnel, assets, and finances between the company and related parties is required [6]. - The board of directors and internal institutions must operate independently and manage operations without interference from related parties [7]. Group 3: Management Responsibilities and Measures - The board of directors, senior management, and subsidiary directors are responsible for safeguarding the company's funds and assets [12]. - The chairman of the board is the primary responsible person for preventing fund occupation, while the president oversees direct responsibilities [13]. - The internal audit department must regularly review financial transactions with related parties and report any anomalies to the board [16]. Group 4: Accountability and Penalties - Directors and senior management who violate the system and cause losses to the company will face penalties and civil liability [23]. - The company must issue reminders for fund recovery and seek compensation through legal means if losses occur due to fund occupation by related parties [27]. Group 5: Miscellaneous Provisions - The system will be implemented in accordance with national laws and regulations, and any inconsistencies will defer to those laws [28]. - The board of directors is responsible for the formulation, modification, and interpretation of this system [29].

Core Points - The company, Guangdong Decro Film New Materials Co., Ltd., was established as a joint-stock company in accordance with the Company Law of the People's Republic of China and other relevant regulations [3][4] - The company was approved by the Shenzhen Stock Exchange and the China Securities Regulatory Commission to issue 33.336 million shares of RMB ordinary stock, which were listed on October 30, 2023 [3][4] - The registered capital of the company is RMB 133,333,600 [3][4] Company Structure - The company is a permanent joint-stock company, with the legal representative being the director or manager executing company affairs [4] - The company is responsible for civil activities conducted in its name by the legal representative, and it can pursue compensation from the legal representative if damages occur due to their actions [4][5] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [4][5] Business Objectives and Scope - The company's business objective is to create maximum value for customers through personalized research, manufacturing, and services, while enhancing innovation and competitiveness [5][6] - The registered business scope includes manufacturing and selling industrial plastic films, plastic film processing products, and plastic raw materials, among others [5][6] Share Issuance and Management - The company's shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice [6][7] - The total number of shares issued at the establishment was 100 million, with the current total number of shares being 133,333,600 [6][7] - The company is prohibited from providing financial assistance for others to acquire its shares, except under specific conditions approved by the shareholders' meeting [7][8] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, request meetings, supervise company operations, and access company documents [11][12] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [40][41] - Shareholders abusing their rights to the detriment of the company or other shareholders may be held liable for damages [41][42] Governance and Meetings - The company holds annual and temporary shareholders' meetings, with specific procedures for convening and voting [48][49] - The board of directors is responsible for convening the shareholders' meetings and must ensure compliance with legal and regulatory requirements [52][53] - Decisions at shareholders' meetings require a majority or two-thirds majority vote, depending on the nature of the resolution [80][81]

Core Viewpoint - The company establishes a comprehensive framework for investor relations management through the "Interactive Easy Platform," ensuring transparent and effective communication with investors [1][2]. Group 1: Information Disclosure and Investor Interaction - The company must respond to investor inquiries on the Interactive Easy Platform with thorough, detailed, and factual analysis, ensuring the information is accurate and fair [1][2]. - The company is prohibited from using misleading or exaggerated language in its communications and must avoid responding to inquiries that involve undisclosed significant information [2][3]. - All responses to investor inquiries must be fair and timely, without selective disclosure, and important questions should be prominently published [2][3]. Group 2: Compliance and Internal Procedures - The company is responsible for ensuring that any information shared does not violate public order, social interests, or confidentiality obligations [3][4]. - The Securities Affairs Department manages the information release and investor inquiries, ensuring that all communications undergo a review process by the Board Secretary [4][5]. - The Board Secretary has the authority to escalate particularly sensitive responses for approval by the Chairman if deemed necessary [5]. Group 3: Risk and Market Impact - The company must alert investors to any uncertainties or risks associated with the information shared, particularly regarding market-sensitive issues [3][4]. - The company is prohibited from making predictions or promises regarding stock prices and must avoid any actions that could manipulate the market [3][4]. Group 4: Implementation and Governance - The established procedures are subject to national laws and regulations, and the Board of Directors is responsible for interpreting and enforcing these rules [5]. - The policy becomes effective immediately upon approval by the Board of Directors, with any modifications following the same process [5].

Core Viewpoint - The document outlines the governance structure and responsibilities of independent directors at Guangdong Deguan Film New Materials Co., Ltd, emphasizing their role in protecting the interests of minority shareholders and ensuring corporate compliance with laws and regulations [1][2]. Group 1: Independent Director Definition and Responsibilities - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [1][2]. - They are required to fulfill their duties with loyalty and diligence, participating in decision-making and providing professional advice to protect the overall interests of the company and minority shareholders [2][3]. Group 2: Qualifications and Appointment of Independent Directors - Independent directors must maintain independence and cannot be individuals with significant relationships or interests in the company [4][5]. - The board must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [2][4]. Group 3: Duties and Powers of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making [10][11]. - They have the authority to independently hire external consultants for audits or consultations and can propose meetings to address significant issues [10][11]. Group 4: Communication and Reporting - Independent directors must maintain open communication with the board and management, ensuring they receive timely and adequate information to perform their duties effectively [18][19]. - They are required to submit annual reports detailing their performance and responsibilities to the shareholders [36]. Group 5: Support and Compensation - The company must provide necessary resources and support for independent directors to fulfill their roles, including access to information and professional advice [17][18]. - Independent directors are entitled to compensation that reflects their responsibilities, which must be approved by the shareholders [43].

General Provisions - The purpose of the system is to standardize the election and appointment of directors and senior management of Guangdong Deguan Film New Materials Co., Ltd. to adapt to the company's medium and long-term development strategy and major investment decision needs [2][3] - The system is established in accordance with relevant laws, regulations, and the company's articles of association [2][3] Committee Composition - The Board Nomination and Development Strategy Committee consists of more than three directors, with independent directors accounting for more than half [3][4] - The committee is chaired by an independent director, who is elected by the committee members and approved by the board [4][5] Responsibilities and Authority - The committee is responsible for formulating selection criteria and procedures for directors and senior management, reviewing candidates' qualifications, and researching the company's medium and long-term development strategy and major investment decisions [9][10] - The committee must submit proposals to the board regarding the nomination or dismissal of directors and the hiring or firing of senior management [9][10] Review Procedures - The committee conducts research on the selection conditions and procedures for directors and senior management based on relevant laws and the company's actual situation [13][14] - The committee is required to gather information on potential candidates, including their professional background and qualifications, and submit recommendations to the board [14][15] Meeting Rules - Committee meetings require the presence of at least two-thirds of the members to be valid, and decisions must be approved by a majority [20][21] - Meetings can be held in various formats, including in-person, video, or telephonic, and must be documented accurately [21][22][26] Miscellaneous - The system is subject to modification and interpretation by the board and will take effect upon approval [30][31]