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].

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%。 ...

独立董事工作制度 第一章 总 则 第一条 为进一步完善美盈森集团股份有限公司（以下简称"公司"）的公司治理结 构，促进公司规范运作，充分发挥独立董事的作用，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"）、《上 市公司治理准则》《上市公司独立董事管理办法》《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》《美盈森集团股份有限公司章程》（以下简称 "公司章程"）及其他法律法规，结合公司的实际情况制定本工作制度。 第二条 独立董事是指不在公司担任除董事外的其他职务，并与公司及主要股东、实 际控制人不存在直接或者间接利害关系，或者其他可能影响其进行独立客观判断关系的 董事。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务。 独立董事应当按照相关法律、行政法规、中国证监会规定、深圳证券交易所业务规 则、《公司章程》和本制度的要求，认真履行职责，在董事会中发挥参与决策、监督制 衡、专业咨询作用，维护公司整体利益，尤其要关注中小股东的合法权益不受损害。 第四条 独立董事原则上最多在三家境内上市公司担任独立董事，并确保有足够的时 间和精力有效地 ...