Group 1 - Company plans to issue H-shares and apply for listing on the Hong Kong Stock Exchange to advance its global strategy and enhance its international capital operation platform [1] - The company aims to consider the interests of existing shareholders and the conditions of domestic and international capital markets when determining the timing and window for the issuance [1] - As of now, the company has developed a vertically integrated industrial cluster in new chemical materials, including green petrochemicals and biodegradable materials [1] Group 2 - In the large chemical industry, the company focuses on creating three main business engines: green petrochemical materials, organic polymer modified materials, and organic polymer composite materials [2] - The subsidiary, Dongbao Biological, specializes in the research, production, and sales of gelatin and collagen products, providing comprehensive solutions for downstream users [2] - The company operates both B2B and B2C business models, with B2B products including gelatin and collagen used in various sectors such as healthcare and beauty [2] Group 3 - In 2024, the company will focus on its main business, leveraging its vertical integration in the large chemical and health industries to drive growth [3] - The company expects to achieve a revenue of 19.22 billion yuan, a year-on-year increase of 10.21%, and a net profit of 676 million yuan, a year-on-year increase of 45.18% [3]

Core Viewpoint - Guoen Co., Ltd. plans to issue H-shares and list on the Hong Kong Stock Exchange to enhance its international capital operation platform and accelerate the construction of a dual circulation pattern in the domestic and international markets [1] Group 1: Company Overview - Guoen Co., Ltd. was established in 2000 and is headquartered in Qingdao, focusing on two core industries: large chemicals and health [1] - The company operates a vertically integrated industrial platform and implements a "one body, two wings" development strategy, forming a chemical new materials industry cluster [1] - The company has a strong presence in the health sector through its subsidiary Dongbao Biological, which specializes in gelatin and collagen products [1] Group 2: Chemical Sector Performance - In the new energy vehicle sector, the company is increasing market share in modified materials such as PP, PC, ABS, PA, and PMMA [2] - The company has a current production capacity of 1.08 million tons for organic polymer modified materials, 400,000 tons for organic polymer composite materials, and 900,000 tons for green petrochemical materials [2] - In 2024, the chemical sector achieved revenue of 17.369 billion yuan, accounting for 90.38% of total revenue, with a year-on-year growth of 11.62% [3] Group 3: Health Sector Performance - The health sector, led by Dongbao Biological, has an annual gelatin production capacity of 13,500 tons and a future capacity of 70 billion capsules [4] - In 2024, the health sector generated revenue of 885 million yuan, representing 4.6% of total revenue [4] Group 4: Overall Financial Performance - In 2024, Guoen Co., Ltd. reported total revenue of 19.220 billion yuan, a year-on-year increase of 10.21%, with a net profit of 676 million yuan, up 45.18% year-on-year [4] - The company reported a slight decline in revenue and net profit in Q1 2025 compared to the same period last year, with total revenue of 4.412 billion yuan, down 0.23% year-on-year [4]

Core Viewpoint - The company, Qingdao Guoen Technology Co., Ltd., has announced the addition of temporary proposals for the 2024 Annual General Meeting of Shareholders scheduled for June 6, 2025, which includes 14 specific proposals related to the issuance of H shares and other corporate governance matters [2][3]. Group 1: Meeting Details - The 2024 Annual General Meeting will be held on June 6, 2025, at 14:00, with network voting available from 9:15 to 15:00 on the same day [2][3]. - Shareholders must hold shares by the registration date of May 30, 2025, to attend the meeting [4]. - Voting can be conducted either in person or through an online platform, with specific procedures outlined for both methods [3][8]. Group 2: Proposals for Consideration - The temporary proposals include significant items such as the issuance of H shares, the establishment of a plan for the use of funds raised, and the appointment of auditors [2][3][6]. - The proposals also cover amendments to the company's articles of association and the election of non-independent and independent directors [2][3][6]. Group 3: Shareholder Participation - All ordinary shareholders or their proxies registered by the cut-off date are entitled to attend and vote at the meeting [4][5]. - Proxy voting is allowed, and the proxy does not need to be a shareholder of the company [5][8]. - Specific documentation is required for both corporate and individual shareholders to register for the meeting [7][8].

股票代码：002768 股票简称：国恩股份 公告编号：2025-024 青岛国恩科技股份有限公司 本公司及监事会全体成员保证信息披露内容的真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 一、监事会会议召开情况 青岛国恩科技股份有限公司（以下简称"公司"或"国恩股份"）第五届监 事会第十一次会议于 2025 年 5 月 26 日 15:30 在青岛市城阳区棘洪滩街道青大工 业园 2 号路公司四楼会议室召开。本次会议由监事会主席王龙先生提议召开并主 持，会议通知于 2025 年 5 月 23 日以专人送达、电子邮件、电话等形式发出。本 次会议应到监事 3 名，实到监事 3 名。本次会议的召集、召开和表决程序符合 《中华人民共和国公司法》（以下简称"《公司法》"）等法律法规和《青岛国 恩科技股份有限公司章程》（以下简称"《公司章程》"）的有关规定，合法有 效。 二、监事会会议审议情况 议案》 公司发行境外上市外资股（H 股）股票并申请于香港联合交易所有限公司 （以下简称"香港联交所"）主板挂牌上市（以下简称"本次发行"、"本次发 行上市"或"本次发行并上市"）有利于深入推进公司全球化战略布局，打造国 际化 ...

股票代码：002768 股票简称：国恩股份 公告编号：2025-026 青岛国恩科技股份有限公司 二、补选董事情况 韩博先生，1982 年 6 月出生，中国国籍，无永久境外居留权，硕士研究生 学历，高级工程师。共获得发明专利 7 项、外观设计专利 1 项、实用新型专利 技集团；2010 年 8 月至 2011 年 7 月，任公司前身青岛国恩科技发展有限公司总 经理助理；2011 年 8 月至 2013 年 8 月，任公司总经理助理；2013 年 8 月起， 担任公司副总经理；现任公司副总经理、山东国恩化学有限公司执行董事兼总 经理、国恩一塑（浙江）新材料科技有限公司董事、广东国恩塑业发展有限公 司经理、国恩未来（广东）塑业销售有限公司经理、浙江国恩化学有限公司经 理。 本公司及董事会全体成员保证信息披露内容的真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 一、董事辞职情况 青岛国恩科技股份有限公司（以下简称"公司"）董事会近日收到公司董 事张世德先生、独立董事刘树艳女士的辞职报告。张世德先生因个人原因申请 辞去公司董事职务，辞职后，将继续在公司下属子公司青岛益青生物科技股份 有限公司任职；刘树艳女士 ...

Group 1 - The candidate, Xiang Ting, has been nominated as an independent director for Qingdao Guo'en Technology Co., Ltd. and has confirmed understanding and agreement with the nomination [1] - The candidate asserts that there are no relationships that could affect independence and meets the qualifications required by relevant laws and regulations [1][2] - The candidate has undergone qualification review by the nomination committee and has no conflicts of interest with the nominator [1][2] Group 2 - The candidate confirms compliance with the requirements set forth by the China Securities Regulatory Commission and the Shenzhen Stock Exchange for independent directors [1][2] - The candidate has participated in training and will obtain the necessary independent director qualification certificate recognized by the Shenzhen Stock Exchange [2][3] - The candidate has the requisite knowledge and experience in corporate operations, with over five years in relevant fields such as law, economics, management, accounting, or finance [4][5] Group 3 - The candidate and their immediate family do not hold positions in the company or its subsidiaries, nor are they significant shareholders [5][6] - The candidate has not been subject to any disqualifying actions by regulatory authorities, such as being barred from serving as a director [7][8] - The candidate commits to fulfilling the responsibilities of an independent director diligently and independently, without influence from major shareholders or related parties [9][10]

Group 1 - The company has approved the proposal to appoint ShineWing Hong Kong Certified Public Accountants Limited as the auditor for its H-share issuance and listing on the Hong Kong Stock Exchange [1][3] - ShineWing Hong Kong has extensive experience in auditing for overseas listings and possesses the necessary independence and professional capability [1][2] - The board of directors has agreed to submit the proposal to the shareholders' meeting for approval, and the appointment will take effect upon approval at the 2024 annual shareholders' meeting [1][4] Group 2 - ShineWing Hong Kong provides auditing, tax, and consulting services and has served numerous listed companies in Hong Kong across various industries [2] - The firm has over 400 employees and has not faced any civil lawsuits or penalties in the last three years [2] - The audit committee of the board reviewed ShineWing Hong Kong's qualifications and confirmed its capability to meet the financial audit requirements for the H-share issuance [2][3]

Group 1 - The core objective of the policy is to enhance the governance structure of Qingdao Guon Technology Co., Ltd. by promoting diversity within the board of directors, which is seen as essential for sustainable development [1][2] - The policy aims to ensure a balanced and diverse representation in terms of gender, age, nationality, cultural background, professional skills, and industry experience among board members [1][2] - The nomination committee is responsible for reviewing and evaluating the composition of the board and making recommendations for the appointment of new directors based on merit and the benefits of diversity [1][2] Group 2 - The identification of director candidates will consider the company's nomination policy alongside the diversity policy, focusing on the strengths of candidates and their contributions to the board [2][3] - Measurable diversity goals include factors such as gender, age, nationality, cultural background, education, professional experience, skills, race, independence, knowledge, and tenure [2][3] - The nomination committee will ensure that the selection and nomination of directors follow appropriate procedures to attract candidates from diverse backgrounds [2][3] Group 3 - The nomination committee is required to regularly assess the effectiveness of the policy and the progress of measurable goals, ensuring the policy is implemented effectively [3] - The committee will discuss and reach consensus on relevant measurable goals related to board diversity and propose improvements to the board for review and approval [3] Group 4 - The summary of this policy and any measurable goals will be disclosed in the company's annual ESG report and corporate governance report [4] - The policy will take effect upon the board's resolution and the listing of the company's H shares on the Hong Kong Stock Exchange [5] - The board is responsible for interpreting and amending this policy as necessary [5]

Core Viewpoint - The document outlines the confidentiality and archival management system for Qingdao Guo'en Technology Co., Ltd. regarding its overseas issuance of securities and listing activities, emphasizing compliance with relevant laws and regulations to protect national economic security and public interests [1][2]. Group 1: Scope and Applicability - The system applies to the entire process of overseas issuance of securities and listing, including preparation, application, review, listing, and post-listing activities [2]. - It is applicable to the company, its subsidiaries, and the securities companies and service institutions hired for overseas issuance and listing [2][3]. Group 2: Compliance and Responsibilities - The company and its securities service providers must adhere to Chinese laws, regulations, and the Hong Kong Listing Rules, enhancing awareness of confidentiality and archival management responsibilities [3][4]. - Any documents involving state secrets or sensitive information must be approved by relevant authorities before disclosure [3][4]. Group 3: Document Handling and Security - The company must ensure that any documents provided to securities companies or regulatory bodies are handled according to national confidentiality regulations [6][7]. - If sensitive documents are leaked or at risk of being leaked, immediate remedial actions must be taken, and relevant authorities must be notified [7][8]. Group 4: Archival Management - Work papers generated by securities companies and service institutions must be stored within mainland China, with strict procedures for any documents needing to exit the country [8][9]. - The company is responsible for regular self-checks on confidentiality and archival management, and may require checks on compliance from securities service providers [5][6]. Group 5: Legal Accountability - Violations of confidentiality laws and regulations will result in legal accountability, with potential criminal charges for serious offenses [8][9]. - The board of directors is responsible for interpreting and amending the system, which takes effect upon approval [9].

对外投资管理制度（草案） （H 股发行并上市后适用） 二〇二五年五月 青岛国恩科技股份有限公司 青岛国恩科技股份有限公司 对外投资管理制度（草案） 1 青岛国恩科技股份有限公司 对外投资管理制度（草案） 第一章 总 则 第一条 为规范青岛国恩科技股份有限公司（以下简称"公司"）的对外投 资行为，加强公司对外投资管理，防范对外投资风险，保障对外投资安全，提高 对外投资效益，维护公司形象和投资者的利益，依照《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》、《深圳证券交易所股票上 市规则》、《香港联合交易所有限公司证券上市规则》（以下简称"《香港上市规则》"） 等法律、法规、规范性文件、公司股票上市地证券监管规则及《青岛国恩科技股 份有限公司章程》（以下简称"《公司章程》"）的有关规定，结合公司的实际情况， 制定本制度。 第二条 本制度所称对外投资是指公司为实现扩大生产经营规模的战略，达 到获取长期收益为目的，将现金、实物、无形资产等可供支配的资源投向其他组 织或个人的行为。包括但不限于投资新建子公司、向子公司追加投资、与其他单 位进行联营、合营、兼并或进行股权收购、转让、项目资本增减 ...