Meeting Announcement - The company will hold its second extraordinary general meeting of shareholders on July 23, 2025, at 14:30 [1] - The meeting will be conducted both in-person and via online voting through the Shenzhen Stock Exchange [2] Voting Procedures - Shareholders can vote through the Shenzhen Stock Exchange trading system or the internet voting system during specified times on July 23, 2025 [2][9] - Only one voting method (in-person or online) can be selected for the same share [2] Eligibility to Attend - All ordinary shareholders registered by the close of trading on July 17, 2025, are eligible to attend the meeting [2] - Shareholders can appoint proxies to attend and vote on their behalf [2] Agenda Items - Key proposals include the issuance of H shares and listing on the Hong Kong Stock Exchange, along with related governance and insurance matters [3][4][6][12] - Proposals require different thresholds for approval: ordinary resolutions need over 50% support, while special resolutions require over 66.67% [6] Registration Process - Specific registration procedures are outlined for both corporate and individual shareholders, including required documentation [7] - Shareholders must confirm their registration within the designated timeframe [7] Contact Information - The company provides contact details for inquiries related to the meeting [8]

Core Viewpoint - Guangzhou Tinci Materials Technology Co., Ltd. is revising its articles of association and related rules in preparation for the issuance and listing of H shares on the Hong Kong Stock Exchange, ensuring compliance with relevant regulations [1]. Summary by Sections Revision Explanation - The company plans to issue overseas listed foreign shares (H shares) and will amend its articles of association and related rules to align with this move [1]. - The revised articles will take effect upon the listing of H shares on the Hong Kong Stock Exchange [1]. Comparison of Articles of Association - The revised articles will maintain the protection of shareholders' and creditors' legal rights while ensuring compliance with the Company Law and Securities Law of the People's Republic of China, as well as the Hong Kong Listing Rules [1]. - The total number of shares post-H share issuance will be specified, including the number of A shares and H shares [4]. Capital Management - The company can increase or decrease its registered capital through shareholder resolutions, and the board of directors is authorized to handle the necessary registration changes [2][5]. - The company is prohibited from providing financial assistance for the purchase of its shares, except under specific conditions approved by the board [4][5]. Shareholder Rights and Obligations - Shareholders have rights to dividends, participation in meetings, and the ability to supervise company operations [15][16]. - Shareholders must comply with laws and the company's articles of association, including obligations related to capital contributions and not abusing shareholder rights [38]. Governance and Control - The company’s controlling shareholders and actual controllers are prohibited from harming the company's interests through related party transactions [40]. - The board of directors must ensure the independence of the company's financial activities and prevent any interference from controlling shareholders [19][20].

天赐材料（002709） （二）为达致可持续及均衡的发展，本公司视董事会层面日益多元化为支持其 达到战略目标及维持可持续发展的关键元素。董事会所有委任均以用人唯才为原则， 并在考虑人选时以适当的条件充分顾及董事会成员多元化的裨益； （三）本公司致力于选择最佳人选作为董事会成员。公司董事会提名委员会主 要负责物色具备合适资格可担任董事的人士，并将在甄选过程中按一系列多元化范 畴为基准，除教育背景、专业经验、技能、知识及服务任期外，亦包括但不限于性 别、年龄、文化背景及种族。最终将按人选的长处及可为董事会提供的贡献而作决 定。董事会组成（包括性别、年龄、服务任期）将每年在企业管治报告内披露。 （四）公司致力于招聘中高级别员工时确保性别多元化，以令适时将有女性高 级管理层及潜在继任者加入董事会，以确保董事会性别多元化。公司力求董事会中 保持至少 10%的女性代表比例。公司将继续重视培训女性人才，为女性员工提供长 远发展机会。 （五）公司致力于在甄选独立非执行董事人选时确保该人选能够使董事会获得 独立的意见。提名委员会及董事会应当在评估人选时，亦考虑以下因素： 立非执行董事的职责、人选的背景及资历，从而评估该人选是否 ...

Core Viewpoint - The company is revising and establishing internal governance systems in preparation for its upcoming H-share issuance and listing on the Hong Kong Stock Exchange [1][2]. Group 1: Reasons for Revision - The revisions and new governance systems are necessary due to the company's plan to issue overseas listed foreign shares (H shares) [1]. Group 2: Details of Revised and Established Systems - The following internal governance systems are being revised or established: - Related party transaction management system (draft) - External guarantee management system (draft) - Investment decision management system (draft) - Fundraising management system (draft) - Independent director meeting rules (draft) - Board remuneration and assessment committee working details (draft) - Audit committee working details (draft) - Nomination committee working details (draft) - Strategic and sustainable development committee working details (draft) - Information disclosure management system (draft) - Insider information management system (draft) - Confidentiality and archival management system related to overseas securities issuance and listing - Board member diversity policy (draft) [1][2]. Group 3: Implementation Timeline - The revised governance systems will take effect from the date of the H-share issuance and listing on the Hong Kong Stock Exchange, while the current governance systems will remain in effect until further revisions [2].

General Provisions - The company aims to protect the legal rights of shareholders and creditors, and to regulate its organization and behavior according to relevant laws and regulations [2][3] - The company is established as a joint-stock limited company in accordance with the Company Law of the People's Republic of China [2][3] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 30.105 million shares on January 2, 2014, with 21.6132 million new shares and 8.4918 million shares transferred from existing shareholders [4][5] Company Structure and Capital - The registered name of the company is Guangzhou Tinci Materials Technology Co., Ltd, with a registered capital of an unspecified amount [3][4] - The company is a permanent joint-stock limited company, and its assets are divided into equal shares, with shareholders bearing liability limited to their subscribed shares [4][5] - The company can issue both ordinary and preferred shares, with each share having a par value of RMB 1 [6][7] Business Objectives and Scope - The company's business objective is to focus on the research and production of high-tech material technology products, aiming to create maximum economic benefits for all shareholders [5][6] - The main business activities include the processing of non-edible vegetable oils, manufacturing of basic chemical raw materials, dyes, synthetic materials, and various chemical products [5][6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, participate in shareholder meetings, supervise company operations, and transfer their shares [13][14] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not abuse their rights to harm the company or other shareholders [16][17] 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 [24][25] - Shareholder meetings can be conducted both in-person and online, providing convenience for participation [25][26] - Proposals for shareholder meetings must be within the scope of the meeting's authority and must be clearly defined [29][30] Financial and Operational Governance - The company must obtain shareholder approval for significant financial decisions, including external guarantees and major asset purchases exceeding 30% of the latest audited total assets [23][24] - The company is required to maintain financial independence from its controlling shareholders and must not engage in transactions that could harm the interests of the company or its shareholders [41][42]

Core Viewpoint - The establishment of the Strategic and Sustainable Development Committee aims to enhance the company's strategic planning, investment decision-making processes, and ESG management, thereby promoting sustainable development [2][5]. Group 1: General Provisions - The committee is set up to improve the company's development planning, decision-making quality, and governance structure, in line with various regulations and guidelines [2]. - The committee will focus on long-term strategic planning, major investment decisions, and ESG-related work [2]. Group 2: Composition of the Committee - The committee consists of five directors, including at least one independent director [3]. - The chairman of the committee will be the company's chairman, and the term of the committee aligns with that of the board [5]. Group 3: Responsibilities and Authority - The committee is responsible for researching and proposing suggestions on long-term strategic planning, major financing matters, and significant equity investment projects [6]. - It will also oversee the construction of the ESG system, assess ESG risks, and guide the execution of ESG-related work [6]. Group 4: Decision-Making Procedures - The board secretary will coordinate the preparation of project analysis and evaluation for the committee's decision-making [10]. - The committee will hold meetings based on the feasibility reports provided and submit proposals to the board for approval [11]. Group 5: Meeting Rules - Meetings must be notified to all members three days in advance, and can be held in person or via communication methods [12]. - The committee can invite external professionals for advice if necessary, with costs covered by the company [12][13]. Group 6: Supplementary Provisions - The working rules will take effect upon the company's H-share listing and are subject to relevant laws and regulations [14][15].

Core Points - The company has established a system to ensure national economic security and protect public interests during the process of issuing securities and listing abroad [1][2] - The system applies to the entire process of overseas issuance and listing, including application, review, filing, and listing stages [1][2] - The company and its subsidiaries must adhere to relevant laws and regulations, including the Securities Law and the Confidentiality Law, to manage state secrets and archives [2][3] Group 1 - The system defines "overseas issuance and listing" as the issuance and listing of securities outside the mainland of the People's Republic of China [1] - The company must take confidentiality measures for any state secrets involved in the overseas issuance and listing process [2][3] - The company and its securities service institutions must strictly implement relevant laws and regulations, enhancing awareness of confidentiality and archive management [3][4] Group 2 - Any documents or materials involving state secrets must be approved by the relevant authorities before being disclosed to securities service institutions or foreign regulatory bodies [3][4] - The company must ensure that any work papers or archives formed during the provision of securities services are stored within the mainland [6][7] - Regular self-checks and inspections will be conducted to ensure compliance with confidentiality and archive management [7][8]

Core Viewpoint - The company establishes a system for managing related party transactions to ensure fairness, transparency, and protection of the interests of all shareholders, especially minority investors [1][2]. Group 1: Related Party Transactions - Related party transactions are defined as the transfer of resources or obligations between the company and its related parties [1][2]. - The company categorizes related party transactions and follows relevant laws and regulations for approval and disclosure [2][3]. - Basic principles for related party transactions include equality, voluntary participation, fairness, and the avoidance of conflicts of interest by related parties during voting [2][3][4]. Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons as defined by the China Securities Regulatory Commission and relevant stock exchange rules [4][5]. - The company identifies related legal entities and natural persons based on specific criteria, including significant shareholders and family members of key personnel [5][6]. Group 3: Transaction Types and Pricing - Related party transactions encompass various types, including asset purchases, financial assistance, and joint investments [9][10]. - Pricing for related party transactions should follow national pricing, market prices, or negotiated prices, ensuring fairness and transparency [12][13]. Group 4: Approval and Disclosure Procedures - Transactions exceeding certain thresholds require board approval and timely disclosure to shareholders [13][18]. - The company must disclose details of related party transactions, including counterparties, transaction amounts, and pricing methods [17][19]. Group 5: Voting and Conflict of Interest - Related directors and shareholders must abstain from voting on matters involving related party transactions to prevent conflicts of interest [20][21]. - The company has established procedures for identifying and managing conflicts of interest among directors and shareholders [20][21]. Group 6: Implementation and Compliance - The system for managing related party transactions is effective upon approval by the company's shareholders and is subject to ongoing compliance with relevant regulations [30][29].

Core Viewpoint - The company has established a comprehensive internal information management system to ensure confidentiality and compliance with relevant laws and regulations regarding insider information disclosure [1][2][3]. Group 1: Insider Information Management - The board of directors is designated as the management body for insider information, with the chairman as the primary responsible person and the board secretary responsible for implementation [2][3]. - The securities affairs department is the sole department responsible for information disclosure and investor relations management, ensuring that no internal information is disclosed without board approval [2][3]. - Insider information is defined as information related to the company's operations, finances, investments, or any information that could significantly impact the trading price of the company's stock, which has not been publicly disclosed [2][3][4]. Group 2: Scope of Insider Information - Insider information includes significant changes in business policies, major asset transactions exceeding 30% of total assets, important contracts, and any major debts or losses [3][4]. - Other aspects include changes in management, significant shareholder changes, dividend distribution plans, and any legal or regulatory investigations involving the company [4][5]. Group 3: Insider Information Disclosure Procedures - The company must maintain a record of insider information and the individuals who are privy to it, ensuring that this information is disclosed only after proper verification and approval [9][10]. - In cases of significant events, the securities affairs department must notify relevant insiders to complete the insider information archives promptly [8][10]. - The company is required to report any abnormal trading activities to the stock exchange if insider information leaks or if there are significant fluctuations in stock prices prior to official announcements [15][16]. Group 4: Confidentiality and Accountability - All insiders are obligated to maintain confidentiality and are prohibited from trading the company's stock based on insider information [20][21]. - The company will impose penalties on individuals who violate confidentiality agreements or engage in insider trading, including potential criminal charges [25][26]. - The board of directors is responsible for overseeing the implementation of the insider information management system and ensuring compliance with relevant regulations [12][13].

General Provisions - The company establishes rules to regulate its behavior and ensure shareholders can exercise their rights according to relevant laws and regulations [1][2] - The board of directors is responsible for organizing shareholder meetings diligently and on time [1][3] Shareholder Meeting Regulations - The shareholder meeting is the company's authority body, exercising powers within the scope defined by laws and the company's articles of association [3][4] - Shareholder meetings can be annual or temporary, with annual meetings held within six months after the end of the previous fiscal year [5][6] Proposal and Notification - Proposals for the shareholder meeting must fall within the authority of the meeting and be clearly defined [17][18] - The company must notify shareholders of the meeting details at least 21 days in advance for annual meetings and 15 days for temporary meetings [19][20] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [26][27] - Shareholders can vote in person or by proxy, and each share carries one vote [30][31] Related Party Transactions - Related shareholders must abstain from voting on matters involving related party transactions, and such transactions require approval from non-related shareholders [32][34] - The board must provide written opinions on whether related transactions are beneficial to the company [50][51]