General Provisions - The rules are established to ensure the lawful convening and functioning of the company's shareholders' meeting, based on relevant laws and the company's articles of association [1] - The shareholders' meeting is divided into annual and temporary meetings, with the annual meeting held within six months after the end of the previous fiscal year and temporary meetings convened within two months when necessary [1][2] - The meeting will be held in person at the company's registered address or a designated location, with online participation available for shareholders [1][2] Preparation and Notification of the Shareholders' Meeting - The board secretary and securities department are responsible for preparing the meeting, including document preparation, notification, and collection of proposals from shareholders holding over 1% of voting shares [2] - Annual meetings must notify shareholders 20 days in advance, while temporary meetings require 15 days' notice [2] - Notifications must include meeting details, agenda items, and rights of shareholders to attend and vote [2][3] Conducting the Shareholders' Meeting - All registered shareholders or their proxies have the right to attend and vote, with identification required for attendance [5][6] - The chairman of the board presides over the meeting, and if unavailable, a vice-chairman or a director will be appointed [7] - The meeting must allow reasonable discussion time for each proposal, and shareholders have the right to speak and inquire [8][29] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions needing two-thirds approval [33][34] - Specific matters requiring special resolutions include capital changes, mergers, and amendments to the articles of association [10][11] - Voting rights are exercised based on the number of shares held, with provisions for separate counting of votes from minority investors [36][37] Record Keeping and Announcement of Resolutions - Meeting records must be maintained for at least ten years, detailing the meeting's proceedings, attendance, and voting results [30][31] - Resolutions must be announced promptly, including details of attendance and voting outcomes [49][50] - Any resolutions that violate laws or regulations are deemed invalid, and shareholders can request annulment within sixty days if procedural issues arise [53][56]

美盈森集团股份有限公司 总裁工作细则 第一章 总 则 第一条 为进一步提高美盈森集团股份有限公司（以下简称"公司"）总裁、 副总裁及其他高级管理人员的管理水平和管理效率，规范公司总裁、副总裁及 其他高级管理人员的议事方式和决策程序，保证总裁、副总裁及其他高级管理 人员能够合法有效地履行其职责，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》"） 及其他法律法规和《美盈森集团股份有限公司章程》（以下简称"《公司章 程》"）的规定，结合公司的实际情况制定本工作细则。 第二条 公司设总裁一名，副总裁若干，财务总监一名，均由董事会聘任或 者解聘。 第三条 总裁对董事会负责，根据董事会的授权，按所确定的职责分工，主 持公司的日常经营管理工作，并接受董事会的监督和指导。 第四条 公司总裁任免均应履行法定程序并依法公告。公司应与总裁及其他 高级管理人员签订聘任合同，以明确彼此间的权利义务关系。 第二章 任职资格和任免程序 第五条 总裁应当具备执行职务的职业道德水准和业务水平。 第六条 有下列情形之一的，不得担任公司总裁： 一、无民事行为能力或者限制民事行为能力； 二、 ...

Core Viewpoint - The document outlines the governance structure and responsibilities of independent directors at Meiyingsen Group Co., Ltd, emphasizing their role in protecting the interests of minority shareholders and ensuring compliance with relevant laws and regulations [1][2][3]. Group 1: Independent Director Definition and Responsibilities - Independent directors are defined as those who do not hold any other positions within the company and have no direct or indirect interests that could affect their independent judgment [1]. - They are obligated to act in good faith and diligence towards the company and all shareholders, particularly focusing on safeguarding the rights of minority shareholders [1][2]. - Independent directors must participate in decision-making, supervision, and provide professional advice to maintain the overall interests of the company [1][2][9]. Group 2: Qualifications and Independence - Independent directors must meet specific qualifications, including having no significant relationships with the company or its major shareholders, and must possess relevant professional knowledge and experience [2][3][5]. - They should not hold more than three independent director positions in domestic listed companies to ensure they can fulfill their responsibilities effectively [1][2]. - The document specifies conditions under which individuals cannot serve as independent directors, including those with significant shareholdings or employment relationships with the company [3][4]. Group 3: Nomination and Election Process - The nomination of independent directors can be proposed by the board or shareholders holding at least 1% of the company's issued shares, and must be approved by the shareholders' meeting [12][13]. - Candidates must provide consent and disclose their qualifications and independence before being nominated [13][14]. - The election process requires cumulative voting for multiple independent directors, ensuring transparency and representation of minority shareholders [15][16]. Group 4: Duties and Rights - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making quality [22][23]. - They have the right to independently hire external advisors for audits or consultations and can propose meetings to address urgent matters [23][24]. - Independent directors must report their opinions on significant matters to the board and ensure their views are disclosed alongside board resolutions [11][16]. Group 5: Performance Evaluation and Reporting - Independent directors are required to submit annual reports detailing their attendance, participation in committees, and interactions with minority shareholders [30][31]. - They must maintain records of their activities and communications related to their duties, which should be preserved for at least five years [15][33]. - The company is responsible for providing necessary support and resources to enable independent directors to perform their roles effectively [39][40].

第一条 宗旨 为规范美盈森集团股份有限公司（以下简称"公司"）董事会的议事方式和议事程序， 促使董事、董事会有效履行其职责，提高董事会的规范运作和科学决策水平，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》）及其他法律法规和《美盈森集团股份有限公司章程》（以下简称《公司 章程》）的规定，结合公司的实际情况制定本议事规则。 第二条 董事会秘书 董事会下设证券部，处理董事会日常事务。 董事会秘书兼任证券部负责人，保管董事会印章。 董事会议事规则 董事长在拟定提案前，应当视需要征求总裁和其他高级管理人员的意见。 第五条 临时会议 有下列情形之一的，董事会应当召开临时会议： 一、代表十分之一以上表决权的股东提议时； 二、三分之一以上董事提议时； 三、审计委员会提议时； 第三条 定期会议 董事会会议分为定期会议和临时会议。 第四条 定期会议的提案 在发出召开董事会定期会议的通知前，董事会秘书应当充分征求各董事的意见，初 步形成会议提案后交董事长拟定。 四、董事长认为必要时； 五、过半数的独立董事提议时； 六、《公司章程》规定的其他情形。 第六条 会议的召集和主持 董 ...

Core Viewpoint - Meiyingsen (002303.SZ) reported a year-on-year increase in revenue and net profit for the first half of 2025, indicating positive financial performance despite rising costs [1] Financial Performance - The company achieved operating revenue of 1,948.78 million yuan, a year-on-year increase of 5.46% [1] - Operating costs rose to 1,422.05 million yuan, reflecting a year-on-year increase of 7.36% [1] - Net profit attributable to shareholders reached 176.10 million yuan, showing a year-on-year growth of 17.29% [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses was 169.58 million yuan, with a slight year-on-year increase of 0.79% [1] Dividend Distribution - The company declared a cash dividend of 0.66 yuan for every 10 shares to all shareholders [1]

Core Viewpoint - The company has proposed a profit distribution plan for the first half of 2025, which includes a cash dividend distribution to shareholders based on the company's net profit and retained earnings [2][4]. Group 1: Profit Distribution Plan - The company plans to distribute a total cash dividend of 101,067,363.21 yuan (including tax) to all shareholders, based on a total share capital of 1,531,323,685 shares as of June 30, 2025 [3]. - The profit distribution plan is based on a net profit of 80,714,564.10 yuan for the first half of 2025, with a 10% legal surplus reserve of 8,071,456.41 yuan being deducted from the available profit [2][3]. - The available profit for distribution after accounting for the legal reserve and previously distributed dividends amounts to 343,905,190.33 yuan [2]. Group 2: Rationale for Cash Dividend - The company emphasizes a long-term and sustainable development approach, considering operational performance, cash flow, future profitability, investment needs, and external financing conditions in its dividend policy [4]. - The profit distribution plan aligns with the company's three-year shareholder return plan (2024-2026) and aims to ensure continuity and stability in dividend decisions while protecting the rights of minority investors [4][5]. - The company maintains a strong financial position with sufficient operating cash flow, low debt ratio, and good debt repayment capacity, indicating that the proposed distribution will not adversely affect its operational capabilities [4][5].

Core Points - The company held its 13th meeting of the 6th Board of Directors on August 13, 2025, where all five attending directors unanimously approved several resolutions [1][2]. - The company approved the 2025 semi-annual report and its summary, which will be published on the company's official channels [2]. - The company plans to amend its Articles of Association and related rules, including the addition of one employee director, resulting in a board of six members [2][3]. - The company approved a proposal to apply for a comprehensive credit line of up to RMB 320 million from banks to support its operational funding needs [4][5]. - A profit distribution plan was proposed, which includes a cash dividend of RMB 5 per 10 shares based on a total share capital of 1,531,323,685 shares as of June 30, 2025 [5][6]. - The company will hold its first extraordinary general meeting of 2025 on September 29, 2025, to discuss the approved proposals [6]. Summary by Categories Financial Reports - The Board approved the 2025 semi-annual report and its summary, which will be disclosed on the company's official platforms [2]. Governance Changes - The company will revise its Articles of Association and related rules, including the addition of one employee director, leading to a board of six members [2][3]. - The company plans to amend several governance systems, including the management of related party transactions and insider information [3][4]. Credit and Financing - The company approved a proposal to apply for a comprehensive credit line of up to RMB 320 million from banks, which will be available for one year and can be used cyclically [4][5]. Profit Distribution - A profit distribution plan was proposed, with a cash dividend of RMB 5 per 10 shares based on a total share capital of 1,531,323,685 shares as of June 30, 2025 [5][6]. Upcoming Meetings - The company will hold its first extraordinary general meeting of 2025 on September 29, 2025, to discuss the approved proposals [6].

《公司章程》的规定。 第六届监事会第十次会议决议公告 证券代码：002303 证券简称：美盈森 公告编号：2025-027 美盈森集团股份有限公司 第六届监事会第十次会议决议公告 本公司及监事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 美盈森集团股份有限公司（以下简称"公司"）第六届监事会第十次会议通 知以电子方式于 2025 年 8 月 1 日送达。本次会议于 2025 年 8 月 13 日 11:30 起， 在美盈森大厦 B 座 18 楼会议室以现场方式召开。本次会议应出席监事 3 人，实 际出席监事 3 人，公司部分高级管理人员列席了本次会议。本次会议由监事会主 席陈利科先生召集并主持。本次会议的召开符合《公司法》 监事会经审议同意 2025 年半年度利润分配预案：以截至 2025 年 6 月 30 日 的公司总股本 1,531,323,685 股为基数，向全体股东每 10 股派发现金红利 0.66 元（含税），不送红股，不以公积金转增股本，本次利润分配共计派发现金 第六届监事会第十次会议决议公告 讯网（www.cninfo.com.cn）的《关于 2025 年 ...

Meeting Details - The company will hold its first extraordinary general meeting of shareholders for 2025 on September 29, 2025, starting at 14:50 [2] - Network voting will be available from 9:15 to 15:00 on the same day through the Shenzhen Stock Exchange trading system [2][9] Shareholder Rights - All shareholders registered with the China Securities Depository and Clearing Corporation Limited as of September 22, 2025, are entitled to attend the meeting and vote [3] - Shareholders can appoint proxies to attend and vote on their behalf, and the proxy does not need to be a shareholder [3] Proposals for Voting - The board has approved several proposals for voting, including amendments to the Articles of Association and the Rules of Procedure for Shareholders' Meetings [4][5] - The proposal regarding the 2025 semi-annual profit distribution plan requires a special resolution, needing more than two-thirds of the voting rights held by attending shareholders to pass [5] Registration Process - Individual shareholders must present valid identification for registration, while corporate shareholders need to provide additional documentation [6] - Remote shareholders can register via mail or fax, but phone registrations are not accepted [6] Voting Procedures - Shareholders can vote through the Shenzhen Stock Exchange system or the internet voting platform [9][11] - Specific procedures for casting votes, including limits on the number of votes per proposal, are outlined [10]

美盈森(002303.SZ)公告称，2025年上半年实现营业收入19.49亿元，同比增长5.46%；归属于上市公司股 东的净利润1.76亿元，同比增长17.29%。 ...