Core Viewpoint - The company, Xiamen Yanjing New Materials Co., Ltd., has revised its Articles of Association to optimize its governance structure and align with updated legal regulations [1][2][3]. Summary by Sections Company Overview - The company is established as a joint-stock company in accordance with the Company Law and other relevant regulations, inheriting all assets, liabilities, and business from Xiamen Yanjing Industry and Trade Co., Ltd. [2]. Governance Structure - The revised Articles of Association aim to protect the legal rights of the company, shareholders, employees, and creditors, and to standardize the company's organization and behavior [1][3]. - The chairman serves as the legal representative of the company, and the company must appoint a new legal representative within 30 days if the current one resigns [2]. Shareholder Responsibilities - Shareholders are liable for the company's debts only to the extent of their subscribed shares, and the company is responsible for its debts with all its assets [3][4]. - The Articles of Association serve as a binding document for the organization and behavior of the company, shareholders, directors, and senior management [4][5]. Share Issuance and Rights - The issuance of shares must adhere to principles of openness, fairness, and justice, ensuring equal rights for each share of the same category [5][6]. - The company may increase capital through various methods, including public offerings and private placements, subject to shareholder approval [6][7]. Share Transfer and Pledge - Shares can be transferred in accordance with the law, but the company does not accept its own shares as collateral [7][8]. - Founders' shares cannot be transferred within one year of the company's establishment, and directors and senior management have restrictions on share transfers during their tenure [8][9]. Shareholder Rights - Shareholders have rights to dividends, attend meetings, supervise company operations, and request information [11][12]. - Shareholders holding more than 5% of shares must report any share pledges to the company [19]. Decision-Making and Legal Compliance - The company must hold a temporary shareholders' meeting under specific circumstances, such as when the number of directors falls below legal requirements or when significant losses occur [24][25]. - Legal opinions must be obtained for the validity of meetings and resolutions, ensuring compliance with laws and regulations [25][26]. Audit and Accountability - The audit committee and shareholders have the right to propose temporary meetings and must notify the board of directors [27][28]. - Shareholders can initiate legal action if the board fails to act on requests to protect the company's interests [30].

Group 1 - The company announced the resignation of its Chief Financial Officer (CFO), Huang Teng, due to work adjustments, effective immediately upon delivery of the resignation letter [1][2] - Huang Teng will continue to serve as a director and board secretary after resigning as CFO, and he holds 259,632 shares in the company, which he will manage in compliance with relevant laws and regulations [1][2] - The board expressed gratitude for Huang Teng's contributions during his tenure as CFO, emphasizing that his departure will not disrupt the company's daily operations [2] Group 2 - Liu Peiyuan has been appointed as the new CFO, with his term starting from the board's approval until the end of the current board's term [2] - Liu Peiyuan holds dual master's degrees and has extensive experience in financial management, having previously held senior positions in various companies, including Blue YI Technology Group and Eastman Chemical Company [2][3] - Liu Peiyuan does not hold any shares in the company and has no relationships with major shareholders or other executives, ensuring compliance with relevant regulations for his appointment [3]

Core Points - The company is Xiamen Yanjan New Material Co., Ltd, established as a joint-stock company under Chinese law, inheriting all assets, liabilities, and business from Xiamen Yanjan Industry and Trade Co., Ltd [2][3] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 25 million shares, listed on the Shenzhen Stock Exchange on June 2, 2017 [3][4] - The registered capital of the company is RMB 332.764105 million [3][4] Company Structure - The company is a permanent joint-stock company, with the chairman serving as the legal representative [3][4] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [3][4] Business Objectives and Scope - The company's business objective is to assist clients in establishing competitive advantages and realizing customer value [4] - The business scope includes new material technology promotion, plastic products manufacturing and sales, textile products manufacturing and sales, import and export of goods and technology, property management, and equipment leasing [4] Share Issuance and Management - The company's shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice [5][6] - The company has issued a total of 332.764105 million shares, all of which are ordinary shares [6][7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends and other benefits proportional to their shareholdings, and they can request meetings, supervise operations, and transfer their shares [12][13] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [16][17] Governance and Decision-Making - The company’s governance structure includes a board of directors and a shareholders' meeting, which are responsible for major decisions such as profit distribution, capital changes, and company mergers [19][20] - Shareholders' meetings can be regular or temporary, with specific procedures for calling and conducting meetings [22][23] Financial Management and External Guarantees - The company must seek shareholder approval for external guarantees that exceed certain thresholds related to its net assets [20][21] - The board of directors must review and approve any external guarantees before they are presented to the shareholders' meeting [20][21]

Core Viewpoint - The article outlines the selection and appointment process for accounting firms by Xiamen Yanjing New Materials Co., Ltd, emphasizing the importance of maintaining shareholder interests and ensuring the quality and authenticity of financial information [1][2]. Group 1: General Principles - The selection of accounting firms must comply with relevant laws and regulations, including the Company Law of the People's Republic of China and the Shenzhen Stock Exchange listing rules [1]. - The company must not appoint an accounting firm before obtaining approval from the board of directors and the shareholders' meeting [2]. Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess independent legal status and the necessary qualifications to conduct securities-related business [5]. - Firms must have a solid organizational structure, internal management systems, and a good reputation for audit quality [5][6]. Group 3: Selection Procedures - The board of directors' audit committee is responsible for the selection process and must propose candidates for the accounting firm [6][7]. - The selection process should be fair and transparent, utilizing competitive negotiations, public bidding, or other methods to assess the capabilities of accounting firms [8][9]. Group 4: Evaluation Criteria - Evaluation criteria for accounting firms must include audit fees, qualifications, past performance, quality management, and resource allocation [9][10]. - The quality management level of the accounting firm should carry a weight of no less than 40% in the evaluation [10]. Group 5: Appointment and Reappointment - The appointed accounting firm must fulfill its obligations as per the audit service agreement and cannot subcontract the audit work [7][8]. - The audit committee must evaluate the performance of the accounting firm annually before reappointment [8][9]. Group 6: Supervision and Penalties - The audit committee is responsible for supervising the audit work and ensuring compliance with laws and regulations [10][11]. - Serious violations by the accounting firm can lead to penalties, including termination of the contract and financial liability for responsible individuals [11].

Core Points - The article outlines the compensation management system for directors and senior management at Xiamen Yanjing New Materials Co., Ltd, aiming to establish an effective incentive and restraint mechanism to enhance work motivation and improve management efficiency [1][2] Group 1: Compensation Principles - The compensation system adheres to principles of fairness, alignment of responsibilities and rights, long-term development, and a balance between incentives and constraints [3][4] - The performance evaluation system is overseen by the general manager, the compensation and evaluation committee, and the board of directors [2][3] Group 2: Performance Evaluation and Compensation Structure - Compensation consists of a basic salary and performance rewards, with the basic salary determined by factors such as position, responsibility, capability, and market salary trends [2][3] - Performance rewards are based on the achievement of annual operational targets and individual work goals, with the total amount and distribution determined by the compensation and evaluation committee [3][4] Group 3: Adjustments and Incentives - The compensation system is designed to support the company's business strategy and will be adjusted according to changes in the company's operational status [4][5] - The company may implement stock incentive plans and other incentive schemes to motivate directors and senior management to improve performance and achieve operational targets [5]

（以下简称"《公司法》"）、 《中华人民共和国证券法》、 厦门延江新材料股份有限公司 股东会议事规则 第一章 总 则 第一条 为规范公司行为，保证股东依法行使职权，根据《中华人民共和国 公司法》 《上市公司章程指 引》、 《上市公司股东会规则》、 《深圳证券交易所上市公司自律监管指引第 2 号— —创业板上市公司规范运作》、 《深圳证券交易所创业板股票上市规则》、 《上市公 司治理准则》以及其他法律、行政法规和《厦门延江新材料股份有限公司章程》 （以下简称"公司章程"）的规定，制定本规则。 第二条 公司应当严格按照法律、行政法规、公司章程的规定召开股东会， 保证股东能够依法行使权利。 公司董事会应当切实履行职责，认真、按时组织股东会。公司全体董事应当 勤勉尽责，确保股东会正常召开和依法行使职权。 第三条 股东会应当在《公司法》和公司章程规定的范围内行使职权。 第二章 股东会的一般规定 第四条 公司股东会由全体股东组成。股东会是公司的权力机构，依法行使 下列职权： （一）选举和更换非由职工代表担任董事，决定有关董事的报酬事项； （二）审议批准董事会报告； （三）审议批准公司的利润分配方案和弥补亏损方案； （四） ...

Core Points - The document outlines the financing and external guarantee management system of Xiamen Yanjing New Materials Co., Ltd, aiming to regulate financing and guarantee activities, control risks, and protect financial security and investor rights [1][2] - The financing refers to indirect financing from financial institutions, while external guarantees include providing guarantees for others, including subsidiaries [1][2] - The system emphasizes principles of prudence, equality, mutual benefit, voluntariness, and integrity in financing and guarantees [2] Financing Approval Process - The finance department is responsible for managing financing applications, which must be reviewed and approved according to specified authority levels based on the company's audited financial status [7][8] - Approval limits are set based on the company's asset-liability ratio, with different thresholds for financing amounts requiring approval from the general manager, chairman, or board of directors [8][9] - Applications for financing must include comprehensive details such as the financial institution's name, amount, term, and intended use of funds [9][10] External Guarantee Conditions - Before providing guarantees, the company must assess the creditworthiness of the guaranteed party and analyze the associated risks and benefits [11][12] - Guarantees must be backed by counter-guarantees from parties with actual capacity to fulfill obligations [12][13] - Certain guarantees require board approval and may need shareholder approval if they exceed specified thresholds related to the company's net assets [14][15] Risk Management and Execution - The finance department is tasked with the daily management of financing and guarantees, ensuring compliance with approval processes and timely reporting of contracts [19][20] - The company must monitor the financial status of guaranteed parties and take necessary actions if repayment capabilities deteriorate [26][27] - Any changes to the main debt contracts must be decided by the board regarding the continuation of guarantee responsibilities [11] Information Disclosure - The company is required to disclose relevant information regarding financing and guarantees in accordance with legal and regulatory requirements [28][29] - The board secretary is responsible for ensuring timely submission of documents related to financing and guarantees [29] Responsibilities of Personnel - All directors must strictly review financing and guarantee matters according to the established system and bear joint liability for any losses due to violations [30][31] - Management personnel who exceed their authority in approving financing or guarantees may face legal consequences for any resulting losses [31][32]

厦门延江新材料股份有限公司 董事会审计委员会工作细则 第一章 总则 第一条 为强化董事会决策功能，做到事前审计、专业审计，确保董事会对 经理层的有效监督，完善公司治理结构，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》、公司章程及其他有关规定，公司特 设立董事会审计委员会，并制定本工作细则。 第二条 董事会审计委员会是董事会按照股东会决议设立的专门工作机构， 审计委员会工作规程由董事会负责制定。审计委员会行使《公司法》规定的监事 会的职权，依照《公司章程》的规定和本工作细则的职责范围履行职责，独立工 作不受公司其他部门或个人的干预。 第二章 人员组成 第三条 审计委员会成员由三名董事组成，其中独立董事占多数，委员中至 少有一名独立董事为会计专业人士，且审计委员会成员应当为不在公司担任高级 管理人员的董事。 第四条 审计委员会委员由董事长、二分之一以上独立董事或全体董事三分 之一以上（包括三分之一）提名，并由董事会选举产生。 选举委员的提案获得通过后，新任委员在董事会会议结束后立即就任。 第五条 审计委员会设主任委员（召集人）一名，由独立董事委员担任，负 责主持委员会工作；主任 ...

Core Viewpoint - The company establishes a management system to prevent the controlling shareholder and related parties from occupying company funds, ensuring the protection of the company's and shareholders' legal rights [1][2][3] Group 1: Definition and Scope - The system defines fund occupation as both operational and non-operational fund occupation, with operational occupation arising from related transactions in business activities [1][2] - Non-operational fund occupation includes various expenses and debts paid on behalf of the controlling shareholder and their subsidiaries without proper compensation [2] Group 2: Responsibilities and Measures - The company's board and senior management are responsible for safeguarding company funds and preventing fund occupation by the controlling shareholder and related parties [5][6] - The chairman and general manager are designated as the primary responsible persons for preventing fund occupation, with the CFO and relevant personnel also held accountable [6][7] Group 3: Monitoring and Control - The company must strictly monitor fund flows during business transactions with the controlling shareholder and related parties, prohibiting non-operational fund occupation [3][4] - The finance department is tasked with rigorous review and approval processes for fund outflows, establishing a monitoring mechanism for daily fund activities [3][5] Group 4: Accountability and Penalties - In cases of fund occupation, the board must take immediate action to recover the occupied funds and report to regulatory authorities [5][6] - Violations by the controlling shareholder or related parties will result in compensation responsibilities, and serious violations by board members will lead to strict penalties [6][7]

厦门延江新材料股份有限公司 募集资金使用管理办法 第一章 总 则 第一条 为加强和规范公司募集资金的管理和使用、切实保护投资者利益、 提高资金使用效率和效益，根据《中华人民共和国公司法》、 《中华人民共和国证 券法》、《上市公司募集资金监管规则》、《深圳证券交易所创业板股票上市规则》 （以下简称"《股票上市规则》"）、《深圳证券交易所上市公司自律监管指引第 2 号——创业板上市公司规范运作》等法律、法规、规范性文件及《厦门延江新材 料股份有限公司章程》 （以下简称"公司章程"）的有关规定，结合公司的实际情 况，特制定本办法。 第二条 本办法适用于公司通过发行股票或者其他具有股权性质的证券，向 投资者募集并用于特定用途的资金监管，但不包括公司为实施股权激励计划募集 的资金监管。 公司以发行证券作为支付方式向特定对象购买资产的，按照本办法第五章的 有关规定执行。 第三条 募集资金投资项目（以下简称"募投项目"）通过公司的子公司或 公司控制的其他企业实施的，适用本办法的规定。 第四条 募集资金到位后，公司应及时办理验资手续，由具有证券从业资格 的会计师事务所出具验资报告。 第五条 公司募集资金应当专款专用。公司使用 ...