美盈森集团股份有限公司 防范控股股东及关联方资金占用管理制度 第一章 总则 第一条 为建立防止控股股东及关联方占用资金的长效机制，杜绝控股股东及关 联方资金占用行为的发生，根据《中华人民共和国公司法》《上市公司监管指 引第8号——上市公司资金往来、对外担保的监管要求》《深圳证券交易所上市 公司自律监管指引第7号——交易与关联交易》及《公司章程》等相关法律法规 的规定，制定本制度。 第二条 公司董事和高级管理人员对维护公司资金安全负有法定义务。 第三条 被控股股东或者控股股东关联方占用资金是指：公司为前述主体垫支工 资、福利、保险、广告等期间费用、承担成本和其他支出，代其偿还债务，有 偿或者无偿地拆借公司的资金（含委托贷款）给其使用，委托其进行投资活 动，为其开具没有真实交易背景的商业承兑汇票，在没有商品和劳务对价情况 下或者明显有悖商业逻辑情况下以采购款、资产转让款、预付款等方式向其提 供资金，或者证券监管机构认定的其他非经营性占用行为。 （六）要求公司在没有商品和劳务对价情况或者明显有悖商业逻辑情况下以采购 款、资产转让款、预付款等方式向其提供资金； （七）中国证监会及深交所认定的其他情形。 控股股东、实际 ...

募集资金管理制度 第一章 总则 第一条 为规范美盈森集团股份有限公司（以下简称"公司"）募集资金的存放、使 用和管理，保证募集资金的安全，提高募集资金使用效率，根据《中华人民共和国公司 法》《中华人民共和国证券法》《上市公司证券发行管理办法》《深圳证券交易所股票 上市规则》）（以下简称"股票上市规则"）、《深圳证券交易所上市公司自律监管指 引第 1 号——主板上市公司规范运作》《上市公司募集资金监管规则》等法律、法规及 规范性文件的规定及《美盈森集团股份有限公司章程》（以下简称"公司章程"），结 合公司实际情况，特制定本制度。 第二条 本制度所称募集资金，是指公司通过发行股票或者其他具有股权性质的证券， 向投资者募集并用于特定用途的资金。 本制度所称超募资金是指实际募集资金净额超过计划募集资金金额的部分。 第三条 募集资金到位后，公司应及时办理验资手续，由会计师事务所审验并出具验 资报告。公司对募集资金的管理遵循专户存放、规范使用、如实披露、严格管理的原则。 第四条 公司董事会负责建立健全募集资金管理制度，确保本制度的有效实施，及时 披露募集资金的使用情况，做到募集资金使用的公开、透明和规范。 第五条 公司应 ...

Core Points - The article outlines the rules and responsibilities of the Audit Committee of Meiyingsen Group Co., Ltd, emphasizing the importance of effective supervision and internal control [1][2][3] Group 1: General Provisions - The Audit Committee is established to enhance the decision-making function of the Board and ensure effective supervision of the management [1] - The committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [1][2] Group 2: Composition of the Committee - The Audit Committee consists of three directors who are not senior management, including at least two independent directors, with one being a professional accountant [2][3] - The committee members must possess the necessary professional knowledge and experience to fulfill their duties effectively [2] Group 3: Responsibilities and Authority - The main responsibilities include reviewing financial reports, supervising external audits, and ensuring compliance with laws and regulations [3][4] - The committee has the authority to propose the hiring or dismissal of external auditors and to oversee the internal audit department [4][5] Group 4: Meeting Procedures - The Audit Committee must hold regular meetings at least quarterly, with a quorum of two-thirds of members required to conduct business [12][13] - Meeting notifications must be sent out three days in advance, and minutes must be accurately recorded and maintained [12][14] Group 5: Internal Control and Reporting - The committee is tasked with evaluating the effectiveness of internal controls and ensuring that any deficiencies are reported and addressed [7][8] - It is required to submit an annual internal control evaluation report to the Board, detailing any identified deficiencies and corrective measures [39]

内幕信息知情人报备及登记管理制度 第一章 总则 第一条 为规范美盈森集团股份有限公司（以下简称"公司"）的内幕信息管 理，加强内幕信息保密工作，以维护信息披露的公平原则，根据《中华人民共 和国证券法》《深圳证券交易所股票上市规则》《上市公司信息披露管理办 法》《上市公司监管指引第 5 号——上市公司内幕信息知情人登记管理制度》 等有关法律法规及《公司章程》的有关规定，制定本制度。 第二条 公司内幕信息管理工作由董事会统一领导和管理，董事会应当按照 深圳证券交易所相关规则要求及时登记和报送内幕信息知情人档案，并保证内 幕信息知情人档案真实、准确和完整，董事长为主要责任人。 第三条 董事会秘书为公司内幕信息保密工作负责人，并负责办理公司内幕 信息知情人的登记入档和报送事宜，具体工作由证券部办理。 董事长与董事会秘书应确认和保证内幕信息知情人档案的真实、准确和完 整，并向全部内幕信息知情人通报了相关法律法规对内幕信息知情人的相关规 定。董事长及董事会秘书应在《美盈森集团股份有限公司董事长、董事会秘书 关于内幕信息知情人档案的书面确认及承诺函》（见附件一）上签字确认。 第四条 由董事会秘书和证券部统一负责证券监管机构 ...

Core Points - The document outlines the responsibilities and qualifications of the Board Secretary of Meiyingsen Group Co., Ltd, emphasizing the importance of compliance with laws and regulations [1][2][3] - The Board Secretary is responsible for managing information disclosure, investor relations, and organizing board and shareholder meetings [3][5][8] - The document specifies the appointment and dismissal procedures for the Board Secretary, including the need for sufficient reasons for dismissal [6][14] Summary by Sections General Provisions - The Board Secretary is a senior management position responsible to the Board and must adhere to the company's articles of association and relevant laws [1] - The company must provide necessary conditions for the Board Secretary to perform their duties effectively [1][2] Qualifications - The Board Secretary must have relevant experience, a bachelor's degree or higher, and must comply with legal and ethical standards [2][5] - Individuals with certain disqualifying conditions, such as recent administrative penalties, cannot serve as Board Secretary [2] Main Responsibilities - The Board Secretary is tasked with coordinating information disclosure and ensuring compliance with disclosure regulations [3][5] - Responsibilities also include managing investor relations and facilitating communication between the company and various stakeholders [3][5] Appointment and Dismissal - The Board Secretary is nominated by the Chairman and appointed by the Board, with clear guidelines for dismissal [6][14] - In case of vacancy, the company must appoint a new Board Secretary within three months [15][16] Meeting Management - The Board Secretary is responsible for preparing and documenting board and shareholder meetings, ensuring compliance with legal requirements [7][8] - They must manage the documentation and records of meetings, ensuring accuracy and confidentiality [8][9]

General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws [2][3] - The company is a joint-stock limited company established in accordance with the Company Law and other relevant regulations, registered in Shenzhen [2][3] - The company was approved by the China Securities Regulatory Commission to issue 45 million A shares to the public in November 2009 [2][3] Company Information - The registered name of the company is MYS GROUP CO., LTD., with a registered capital of RMB 1,531,323,685 [2][3] - The company is located in Shenzhen, specifically in the Guangming New District [2][3] Business Objectives and Scope - The company's business objective is to create a world-class packaging enterprise by providing high-quality integrated packaging solutions and value-added services [4][5] - The business scope includes the development and sales of various eco-friendly packaging products, packaging machinery, and technology development related to packaging solutions [4][5] Share Issuance - The company's shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice [5][6] - The total number of shares issued by the company is 153,132.3685 million, all of which are ordinary shares [5][6] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including the right to request meetings and supervise the company's operations [10][11] - Shareholders are obligated to comply with laws and regulations, and they cannot withdraw their capital except in legally specified circumstances [14][15] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [48][49] - Shareholder meetings must be convened in accordance with legal procedures, and the company must provide necessary information and documentation to shareholders [50][51] Voting and Resolutions - Resolutions at shareholder meetings can be classified as ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [80][81] - Shareholders must exercise their voting rights based on the number of shares they hold, and related parties must abstain from voting on matters that involve conflicts of interest [84][85]

General Principles - The management measures for external guarantees of Meiyingsen Group Co., Ltd. aim to protect company assets, enhance bank credit management, and reduce operational risks [1] - The term "guarantee" refers to the company providing guarantees, mortgages, or pledges on behalf of others, including loan guarantees and bank letters of credit [1] Guarantee Procedures - The company does not proactively provide guarantees; requests must come from the guaranteed enterprise, which should have good operational status and repayment ability [7] - The total amount of external guarantees is calculated based on the company's guarantees and the guarantees of subsidiaries multiplied by the company's shareholding ratio [8] Investigation of Guaranteed Objects - Before deciding on a guarantee, the company must assess the credit status of the guaranteed party and analyze the associated benefits and risks [10] - The guarantee applicant must provide comprehensive documentation, including financial reports and repayment capability analysis [11] Approval of Guarantees - External guarantees require approval from the board of directors, with at least two-thirds of the attending directors agreeing [15] - Certain guarantees exceeding specified thresholds must also be submitted to the shareholders' meeting for approval [16] Risk Management - The company must exercise caution and strictly control the debt risks associated with external guarantees [26] - Guarantees provided to controlling shareholders or related parties must include counter-guarantees from parties with actual bearing capacity [26] Information Disclosure - The company is obligated to disclose all external guarantee matters to the relevant auditing bodies and in accordance with stock exchange regulations [42] - Timely disclosure is required if the guaranteed party fails to meet repayment obligations or faces severe financial distress [44] Responsibilities of Responsible Parties - The units, departments, or personnel involved in the investigation, approval, and contract review of guarantees are considered responsible parties [45] - Any unauthorized signing of guarantee contracts by directors or management that results in company losses will lead to accountability [46]

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]

Core Points - The document outlines the operational guidelines for the president, vice presidents, and other senior management of Meiyingsen Group Co., Ltd, aiming to enhance management efficiency and standardize decision-making processes [1][2] - It specifies the qualifications and appointment procedures for the president and other senior executives, ensuring compliance with relevant laws and regulations [1][2] - The responsibilities and powers of the president, vice presidents, and financial directors are detailed, including their roles in daily operations, financial management, and reporting to the board [4][5][6] Group 1: General Provisions - The company has one president, several vice presidents, and one financial director, all appointed or dismissed by the board of directors [1] - The president is responsible for the daily management of the company and must report to the board [1][2] - The appointment and dismissal of the president must follow legal procedures and be publicly announced [1] Group 2: Qualifications and Appointment Procedures - The president must possess professional ethics and business competence [2] - Specific disqualifications for the president include criminal convictions, bankruptcy involvement, and being listed as a dishonest executor [2] - The appointment process involves the board appointing the president, while vice presidents and financial directors are nominated by the president and appointed by the board [2][3] Group 3: Powers and Responsibilities - The president has the authority to manage production, implement board resolutions, and propose the appointment or dismissal of vice presidents and financial directors [4] - Financial management responsibilities include overseeing financial audits, budget reviews, and ensuring accurate financial reporting [5][6] - The president can delegate certain powers to other senior management as necessary [4] Group 4: Reporting and Meetings - The president must regularly report to the board on significant contracts, financial status, and operational challenges [7] - A presidential office meeting system is established to discuss major issues, with decisions made by the president's office [11][12] - The performance evaluation of the president is conducted by the board's compensation and assessment committee [36]

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].