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 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 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 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].

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].