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]

第四条 公司在互动易平台回复投资者提问时，不得使用虚假性、夸大性、宣 传性、误导性语言，应当注重与投资者交流互动的效果，不得误导投资者。不具 备明确事实依据的内容，公司不得在互动易平台发布或者回复。 第五条 公司在互动易平台发布信息或者答复投资者提问等行为不能替代应 尽的信息披露义务，公司不得在互动易平台就涉及或者可能涉及未公开重大信息 的投资者提问进行回答。 投资者提问涉及已披露事项的，公司可以在已依法披露的信息范围内对投资 者的提问进行充分、深入、详细地分析、说明和答复；涉及或者可能涉及未披露 事项的，公司应当告知投资者关注公司信息披露公告。 广东德冠薄膜新材料股份有限公司 第一条 本制度所指"互动易平台"是指深圳证券交易所为上市公司与投资者 之间搭建的自愿性、交互式信息发布和进行投资者关系管理的综合性网络平台， 具体网址为：http://irm.cninfo.com.cn。 第二条 公司通过互动易平台等多种渠道与投资者交流，指派或者授权专人 及时查看并处理互动易平台的相关信息。公司应当就投资者对已披露信息的提问 进行充分、深入、详细地分析、说明和答复。公司在互动易平台发布信息及回复 投资者提问，应当注重 ...

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]

General Provisions - The company establishes rules to regulate the behavior of the board secretary and improve corporate governance structure [1] - The board secretary acts as the designated liaison between the company and the Shenzhen Stock Exchange [1] Appointment and Qualifications of the Board Secretary - The board secretary must possess necessary financial, management, and legal knowledge, along with good professional ethics [2] - Certain individuals are prohibited from serving as board secretary, including those under market bans or recent administrative penalties [2] Responsibilities and Duties of the Board Secretary - The board secretary is responsible for coordinating information disclosure, managing investor relations, and preparing board and shareholder meetings [4][5] - The board secretary must ensure compliance with laws and regulations, and report any significant errors or breaches to the Shenzhen Stock Exchange [4][5] Additional Provisions - The company must provide necessary conditions for the board secretary to perform their duties and support their work [5] - The rules will be effective upon approval by the board and will be modified as necessary [6]

证券日报网讯 8月15日晚间，德冠新材发布公告称，公司第五届监事会第八次会议审议通过了《关于公 司2025年半年度报告及摘要的议案》等多项议案。 （文章来源：证券日报） ...