Meeting Overview - Guangdong Lingyi Technology Co., Ltd. will hold its second extraordinary general meeting of shareholders in 2025 on July 4, 2025, at 14:30 [1][2] - The meeting will be conducted both in-person and via online voting through the Shenzhen Stock Exchange trading system and internet voting system [2][5] Voting Rights and Procedures - All shareholders registered by 15:00 on June 27, 2025, are entitled to attend and vote at the meeting [2][3] - Shareholders can choose either in-person voting (which can be delegated to a proxy) or online voting, but not both [2][3] - The meeting will include a special resolution that requires approval from more than two-thirds of the voting rights held by attending shareholders [3] Agenda Items - The main agenda item is the proposal to adjust certain fundraising projects and change the use of part of the raised funds, which has already been approved by the board and supervisory committee [2][3] Registration and Attendance - Registration for the meeting will take place on June 30, 2025, from 9:00 to 12:00 and 13:30 to 17:00 [4] - Shareholders must provide necessary identification and documentation for registration [4] Online Voting Instructions - Detailed procedures for participating in online voting will be provided, including the requirement for identity verification through the Shenzhen Stock Exchange [5]

Core Points - The company has established an employee stock ownership plan (ESOP) to enhance employee engagement and align interests between employees and shareholders [1][8][24] - The ESOP will allow up to 100 core employees to participate, excluding major shareholders and their relatives [3][4] - The total scale of the ESOP is capped at 26.4 million shares, representing approximately 0.38% of the company's total equity [5][6] Employee Stock Ownership Plan Principles - The ESOP adheres to principles of legality, voluntary participation, and risk-bearing by participants [1][2] - Employees are encouraged to participate voluntarily without any coercion from the company [2][3] - Participants bear their own investment risks, ensuring equality with other investors [1][2] Implementation Procedures - The company will seek employee opinions through representative bodies before implementing the ESOP [2][3] - A board resolution and legal opinions will be required prior to the shareholder meeting to approve the ESOP [2][3] - Voting will be conducted with separate counting for minority shareholders [2][3] Funding and Stock Sources - Funding for the ESOP will come from employees' legal salaries and self-raised funds, with no financial assistance from the company [4][5] - The stocks for the ESOP will be sourced from the company's repurchased shares [4][5] Pricing and Valuation - The purchase price for the shares under the ESOP is set at 4.49 yuan per share, which is 54.20% of the average repurchase price [6][8] - The pricing is designed to be fair and not detrimental to the company or its shareholders [8][9] Lock-up and Performance Assessment - The ESOP includes a lock-up period of 12, 24, and 36 months, with specific percentages of shares becoming available for release at each interval [9][10] - Performance assessments will be conducted annually from 2025 to 2027, with specific growth targets for revenue and net profit [10][11] Management and Governance - The ESOP will be managed by a committee elected by the participants, ensuring transparency and accountability [13][17] - The committee will oversee daily management and represent the interests of the participants [13][17] Rights and Obligations of Participants - Participants must comply with the ESOP regulations and cannot transfer their shares or use them as collateral during the lock-up period [19][20] - Participants have the right to attend meetings and vote on significant decisions regarding the ESOP [20][21]

General Principles - The rules are established to regulate the behavior of Guangdong Lingyi Intelligent Manufacturing Co., Ltd. and ensure shareholders can exercise their rights according to the Company Law and Securities Law [1][2] - The company must strictly follow legal and regulatory requirements when convening shareholder meetings [1][2] Shareholder Meeting Types - Shareholder meetings are categorized into annual and temporary meetings, with annual meetings held within six months after the end of the previous fiscal year [1][2] - Temporary meetings are called as needed, within two months of the occurrence of specific circumstances outlined in the Company Law [1][2] Meeting Convening Procedures - The board of directors is responsible for convening meetings within the specified timeframes [2][3] - Independent directors can propose temporary meetings, and the board must respond within ten days [3][4] Proposal and Notification - Proposals must fall within the scope of the shareholder meeting's authority and be clearly defined [7][8] - Shareholders holding more than 1% of shares can submit proposals ten days before the meeting [7][8] Meeting Conduct - Meetings must be held at the company's registered location and can utilize online methods for shareholder participation [20][21] - All shareholders or their proxies have the right to attend and vote at the meeting [20][21] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [36][38] - Voting must be conducted in a transparent manner, with results announced immediately [46][47] Record Keeping - Meeting records must be maintained for at least ten years, documenting all relevant details including attendance and voting results [34][35] Legal Compliance - Any disputes regarding the legality of the meeting or resolutions can be brought to court, but the resolutions must be executed until a court ruling is made [23][24] Implementation - The rules take effect upon approval by the shareholder meeting and are subject to interpretation by the board of directors [57]

Core Points - The document outlines the independent director system of Guangdong Lingyi Intelligent Manufacturing Co., Ltd, aiming to enhance corporate governance and protect the rights of all shareholders, especially minority shareholders [1][2][3] 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 independent judgment [1][2] - They are required to fulfill their duties with loyalty and diligence, participating in decision-making, supervision, 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 certain relationships or interests in the company, including significant shareholders or their relatives [4][5] - They should have relevant experience and knowledge, including at least five years in legal, accounting, or economic fields, and must not serve as independent directors in more than three domestic listed companies simultaneously [4][6] 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 quality [7][8] - They have special rights, including the ability to hire external consultants, propose meetings, and express independent opinions on matters that may harm the company or minority shareholders [8][9] Group 4: Communication and Reporting - Independent directors must maintain effective communication with minority shareholders and report on their activities and findings in an annual performance report [13][29] - The company is required to provide necessary support and resources to independent directors to facilitate their duties [31][32] Group 5: Meeting Regulations - Independent directors must attend board meetings and can only delegate their voting rights under specific circumstances; failure to attend may lead to proposals for their removal [20][21] - Meetings should be documented, and independent directors' opinions must be recorded and disclosed [19][20]

Core Viewpoint - The document outlines a management system to prevent the controlling shareholder and related parties from occupying funds of Guangdong Lingyi Intelligent Manufacturing Co., Ltd, establishing a long-term mechanism to safeguard the company's financial interests [1][2]. Group 1: Definition and Scope - The system applies to the company and its subsidiaries included in the consolidated financial statements regarding fund transactions with the controlling shareholder and related parties [1]. - Fund occupation includes both operational and non-operational forms, such as through related transactions or direct/indirect loans without genuine transactions [2][3]. Group 2: Principles to Prevent Fund Occupation - The controlling shareholder and related parties are prohibited from infringing on the company's interests, and any operational fund transactions must not result in fund occupation [3]. - The company cannot provide funds directly or indirectly to the controlling shareholder and related parties for various expenses, including salaries, debts, or without genuine transaction backgrounds [2][3]. Group 3: Responsibilities and Oversight - The board of directors, audit committee members, and senior management are legally obligated to maintain the safety of the company's funds [1][3]. - The chairman of the board is the primary responsible person for preventing fund occupation and ensuring compliance with the established procedures [4][6]. Group 4: Audit and Reporting - An independent audit firm must be engaged annually to audit any fund occupation or illegal guarantee issues related to the controlling shareholder and related parties [6][7]. - In case of fund occupation, the company must develop a recovery plan and report to regulatory authorities promptly [7][8]. Group 5: Accountability and Penalties - The board of directors will take disciplinary actions against directors and senior management who assist or condone fund occupation by the controlling shareholder and related parties [7]. - Legal actions may be initiated to protect the company's and public shareholders' interests if the controlling shareholder refuses to correct any fund occupation [6][7].

Core Points - The document outlines the operational guidelines for the General Manager of Guangdong Lingyi Intelligent Manufacturing Co., Ltd, emphasizing the importance of governance and the responsibilities of the General Manager [1][2][3]. Section Summaries General Provisions - The General Manager is responsible for implementing the board's resolutions and managing daily operations, ensuring the protection of the company's and stakeholders' rights [1][2]. Appointment and Dismissal of the General Manager - The General Manager is appointed or dismissed by the board, with a term of three years, and can be reappointed [2][3]. - Specific qualifications and conditions for the General Manager's role are outlined, including moral integrity and relevant experience [2][3]. Powers of the General Manager - The General Manager has the authority to manage daily operations, hire and dismiss middle management, and approve certain financial transactions within specified limits [4][5][6]. - The General Manager must report to the board on significant contracts, financial conditions, and operational performance [6][9]. Responsibilities and Obligations - The General Manager must adhere to laws and regulations, maintain company interests, and ensure transparency in operations [6][9]. - There are strict guidelines against conflicts of interest and misuse of company resources [9][10]. Management and Decision-Making Structure - The General Manager is responsible for establishing management rules and coordinating with senior management [11][12]. - Regular meetings are held to discuss operational matters, with a focus on efficiency and collaboration among senior management [12][13]. Reporting Requirements - The General Manager must report to the board on significant financial and operational events, including major contracts and potential liabilities [14][15]. Performance Evaluation and Penalties - The board is responsible for evaluating the General Manager's performance, with provisions for rewards and penalties based on management effectiveness [15].

Core Points - The company has established rules for the organization and behavior of the convertible bondholders' meeting to protect the rights and interests of bondholders [1][2] - The convertible bonds are issued based on the terms outlined in the prospectus, and the bondholders are defined as investors who acquire these bonds through legal means [1][2] - The bondholders' meeting is composed of all bondholders and is convened according to the established rules, with decisions made binding for all bondholders [2][3] Rights and Obligations of Bondholders - Bondholders have the right to receive interest based on the amount of bonds held, convert bonds into company stock, and exercise the right to sell back the bonds under specified conditions [6] - Bondholders are obligated to comply with the terms of the bond issuance and pay the subscription funds according to the number of bonds they hold [7] Authority of the Bondholders' Meeting - The bondholders' meeting has the authority to make decisions on significant changes proposed by the company, including amendments to the prospectus, and to approve or reject solutions if the company fails to pay interest on time [8][9] - The meeting can also decide on actions related to the company's restructuring, mergers, or bankruptcy [8][9] Convening the Bondholders' Meeting - The meeting must be convened by the company's board of directors or the bond trustee within 30 days of a proposal being made [4] - Notifications for the meeting must be sent out at least 15 days in advance, and specific conditions trigger the need for a meeting [4][5] Voting and Resolutions - Each bondholder has one vote per bond held, and resolutions require a majority of the voting rights to pass [31][38] - The results of the voting must be recorded and announced, and the resolutions are binding on all bondholders [36][40] Documentation and Record Keeping - The company is responsible for maintaining records of the meeting, including attendance, voting results, and any legal opinions provided [41][42] - All documentation related to the meeting must be kept for a period of ten years [42]

广东领益智造股份有限公司 董事会专门委员会工作细则 广东领益智造股份有限公司 （二）战略与发展委员会委员及其工作小组成员人选，由公司董事长、二分之一以上独 立董事或三分之一以上董事提名，经董事会选举产生。 （三）战略与发展委员会设召集人一名，由董事长担任，负责主持委员会工作；召集人 在委员内选举，并报请董事会批准产生。 （2025 年 6 月） 第一章 总则 第一条 为规范广东领益智造股份有限公司（以下简称"公司"）董事会专门委员会工作， 确保董事会专门委员会的工作效率和科学决策，健全公司的法人治理结构，根据《中华人民 共和国公司法》《中华人民共和国证券法》《上市公司治理准则》《深圳证券交易所股票上 市规则》以及《广东领益智造股份有限公司公司章程》（以下简称"《公司章程》"）、《董 事会议事规则》等相关规定，制定本细则。 第二条 董事会各专门委员会是董事会下设的专门委员会，对董事会负责，向董事会报 告。公司董事会专门委员会包括：战略与发展委员会、审计委员会、提名委员会、薪酬与考 核委员会。 第三条 公司董事会专门委员会委员由公司董事担任，由董事会选举产生。董事会各专 门委员会委员任期与董事会董事任期一致，委员 ...

广东领益智造股份有限公司 会计师事务所选聘制度 广东领益智造股份有限公司 （2025 年 6 月） 第一章 总 则 第一条 为规范广东领益智造股份有限公司（以下简称"公司"）选聘（含续聘、改聘） 会计师事务所的行为，切实维护股东利益，提高财务信息质量，根据《中华人民共和国公司 法》《中华人民共和国证券法》《深圳证券交易所股票上市规则》《国有企业、上市公司选 聘会计师事务所管理办法》等相关法律、行政法规、规范性文件及《公司章程》的有关规定， 结合公司实际情况，制定本制度。 第二条 本制度所称选聘、改聘会计师事务所，是指根据相关法律法规要求，聘任会计 师事务所对年度财务会计报告发表审计意见、出具审计报告的行为。 第三条 公司选聘会计师事务所应经董事会审计委员会（以下简称"审计委员会"）审核 后，报经董事会和股东会审议。公司不得在董事会、股东会审议前聘请会计师事务所开展审 计业务。 第四条 公司控股股东、实际控制人不得在公司董事会、股东会审议前，向公司指定会 计师事务所，不得干预审计委员会独立履行审核职责。 第二章 会计师事务所执业质量要求 第五条 公司选聘的会计师事务所应当符合《中华人民共和国证券法》规定的业务资 ...

General Principles - The company establishes a management system for external guarantees to regulate its guarantee behavior and prevent financial risks [1][2] - External guarantees refer to the guarantees provided by the company for others, including guarantees for subsidiaries [1][2] - The company must adhere to principles of legality, prudence, mutual benefit, and safety in providing guarantees [2] Review of Guarantee Objects - The company can provide guarantees to legal entities with independent legal status that meet specific conditions, such as having significant business relationships with the company [7] - The board of directors must assess the credit status of the applicant and analyze the benefits and risks before deciding on guarantees [8][9] - The applicant's credit information must include basic company data, guarantee application details, audited financial reports, and any ongoing significant litigation [9] Approval Procedures - The highest decision-making body for external guarantees is the shareholders' meeting, while the board of directors exercises decision-making authority based on the company's articles of association [13] - Guarantees exceeding 10% of the company's latest audited net assets require shareholder approval [16] - Related directors or shareholders must abstain from voting on guarantee matters where they have a conflict of interest [16] Contractual Obligations - Written guarantee and counter-guarantee contracts must be established, including necessary legal content as per the Civil Code [19] - The company must conduct thorough reviews of the main contract and guarantee contract to avoid unreasonable obligations [19][20] - If the debt guaranteed needs an extension, it must be treated as a new external guarantee, requiring a new approval process [35] Risk Management - The finance department is responsible for assessing the risk of the guaranteed entity, including its asset quality and credit status [24] - The company must monitor the financial status of the guaranteed entity regularly and report any significant changes to the board [11] - If the guaranteed entity shows signs of losing its ability to fulfill its debt obligations, the company must take necessary measures to control risks [12][13] Accountability - The company must strictly follow the established system for external guarantees, with penalties for those who violate procedures or cause losses [38][39] - Individuals who exceed their authority in signing guarantee contracts will be held accountable [39] - The company must take administrative actions against those who cause losses due to negligence or failure to perform their duties [39][40]