第一条 为进一步规范苏州宝丽迪材料科技股份有限公司（以下简称"公司"） 内幕信息管理行为，加强公司内幕信息保密工作，维护公司信息披露的公开、公 平、公正原则，保护广大投资者的合法权益，根据《中华人民共和国公司法》《中 华人民共和国证券法》（以下简称"《证券法》"）《上市公司信息披露管理办 法》《上市公司监管指引第5号——上市公司内幕信息知情人登记管理制度》《深 圳证券交易所创业板股票上市规则》《深圳证券交易所上市公司自律监管指引第 司章程》（以下简称"《公司章程》"）《信息披露管理制度》的有关规定，结 合公司的实际情况，特制定本制度。 第二条 公司董事会应当按照中国证券监督管理委员会（以下简称"中国证 监会"）、深圳证券交易所相关制度、规则要求及本制度及时登记和报送内幕信息 知情人档案，并保证内幕信息知情人档案真实、准确和完整，董事长为主要责任 人，董事会秘书为内幕信息管理具体工作责任人，负责办理公司内幕信息知情人 的登记入档和报送事宜。董事长与董事会秘书应当对内幕信息知情人档案的真实、 准确和完整签署书面确认意见。 公司证券事务部门是在董事会秘书领导下具体负责信息披露管理、投资者关 系管理、内幕信息登记备案 ...

Meeting Information - The company will hold its first extraordinary general meeting of shareholders for 2025 on September 1, 2025, at 14:00 [1] - The meeting will allow both on-site and online voting through the Shenzhen Stock Exchange systems [1][4] Shareholder Eligibility - All shareholders holding voting shares as of the close of business on August 26, 2025, are eligible to attend and vote at the meeting [2] - Shareholders can appoint proxies to attend the meeting and vote on their behalf [2] Agenda Items - The meeting will discuss several proposals, including: - Adjusting the number of board members and amending the Articles of Association [3] - Establishing a compensation management system for directors and senior management [3] - Implementing a system to prevent the controlling shareholder and related parties from occupying funds [3] - Nominating candidates for non-independent directors of the third board [3] Voting Procedures - Voting will be conducted as non-cumulative voting, with specific procedures outlined for both online and on-site participation [5][6] - Votes will be counted separately for small and medium investors, defined as those excluding directors, senior management, and shareholders holding more than 5% of shares [3] Registration Requirements - Shareholders must provide identification and relevant documents for registration to attend the meeting [3] - Registration can be done via mail or fax for shareholders unable to attend in person [3] Contact Information - The company provides contact details for inquiries related to the meeting, including a phone number and email address [4]

Group 1 - The company has nominated Mr. Yuan Xiaofeng as a candidate for the non-independent director of the third board, pending approval at the first extraordinary shareholders' meeting in 2025 [1][2] - The company plans to add one employee representative director to enhance its governance structure, with Ms. Fu Yang being elected for this position [1][2] - The total number of board members will exceed half of the total number of directors after the addition of the non-independent and employee representative directors, complying with relevant laws and regulations [2] Group 2 - Mr. Yuan Xiaofeng, born in 1981, has a background in accounting and has held various positions in finance and management, currently serving as the Deputy General Manager and CFO of the company [3][4] - Ms. Fu Yang, born in 1988, has been with the company since 2010 and currently serves as the Chairman of the Supervisory Board and Office Director [4][5] - Both candidates have no significant legal or regulatory issues and do not hold shares in the company, ensuring compliance with the relevant laws and regulations [4][5]

Core Viewpoint - Suzhou Baolidi Materials Technology Co., Ltd. has announced the approval of its 2025 semi-annual report and summary by the board and supervisory committee, ensuring the accuracy and completeness of the disclosed information [1] Group 1 - The company will disclose its 2025 semi-annual report and summary on August 14, 2025, on the Giant Tide Information Network [1] - The board of directors and all members guarantee the authenticity, accuracy, and completeness of the information disclosed, with no false records, misleading statements, or significant omissions [1]

Summary of Key Points Core Viewpoint - The report outlines the non-operating fund occupation and other related fund transactions of Suzhou Baolidi Material Technology Co., Ltd. for the first half of 2025, highlighting the financial interactions with major shareholders and subsidiaries. Group 1: Non-Operating Fund Occupation - The total non-operating fund occupation at the beginning of 2025 was 899.03 million yuan, with a cumulative occupation amount of 2,047.19 million yuan for the year [1]. - The report indicates that the occupation is primarily related to major shareholders and their subsidiaries, with specific amounts detailed for each entity involved [1]. - The report was approved by the board of directors on August 12, 2025, indicating a formal acknowledgment of the financial status [1]. Group 2: Other Related Fund Transactions - The report details other related fund transactions, with a total balance of 1,261.52 million yuan at the end of the first half of 2025 [1]. - Specific transactions include accounts receivable from subsidiaries, with notable amounts such as 406.54 million yuan from Baolidi (Suqian) Material Technology Co., Ltd. and 744.94 million yuan from Xiamen Luyi Color Masterbatch Co., Ltd. [1]. - The report categorizes these transactions as operational, emphasizing the ongoing business relationships between the company and its subsidiaries [1].

Core Points - The company intends to adjust the number of board members from 7 to 9 to enhance operational efficiency and governance structure [1][2][3] - The proposed board composition will include 5 non-independent directors, 3 independent directors, and 1 employee representative [1] - The company will abolish the supervisory board and assign its responsibilities to the audit committee, necessitating amendments to the company’s articles of association [2][3] Summary by Sections Reason for Revision - The adjustment aims to improve decision-making efficiency and optimize the governance structure in accordance with relevant laws and regulations [1][2] Amendments to Articles of Association - The articles will be revised to reflect the new board structure and the removal of the supervisory board, ensuring compliance with the Company Law and other regulatory frameworks [2][3] - Specific articles will be updated to align with the new governance model, including the roles and responsibilities of the board and the audit committee [2][3]

Core Viewpoint - The report details the fundraising activities and usage of funds by Suzhou Baolidi Material Technology Co., Ltd., highlighting the total amount raised, expenditures, and remaining balances as of June 30, 2025 [1][2][3]. Fundraising Overview - The total amount raised through the initial public offering was RMB 887,760,000, with net proceeds of RMB 811,908,670 after deducting issuance costs of RMB 75,851,329.80 [1]. - As of June 30, 2025, the cumulative interest income, net of fees, amounted to RMB 46,232,701.87, with RMB 776,107.80 earned in the current year [1][2]. Fund Usage and Balance - Cumulative expenditures on fundraising projects reached RMB 390,446,294.04, with RMB 84,601,627.02 used to replace pre-invested self-owned funds [1][2]. - The remaining balance in the fundraising special account as of June 30, 2025, was RMB 4,093,449.86 [1][2]. Fund Management - The company established a special account for fundraising management in compliance with regulatory requirements, and all funds were managed according to the signed tripartite supervision agreement [1][2]. - All fundraising activities adhered to the regulations, with no significant discrepancies reported in the execution of the tripartite supervision agreement [1][2]. Project Implementation - There were no changes in the implementation locations or methods for the fundraising projects [2][3]. - The company did not utilize idle fundraising funds for temporary working capital [2][3]. Surplus Fund Usage - The company approved the use of RMB 100,000,000 of surplus funds for permanent working capital [2]. - As of June 30, 2025, the surplus funds amounted to RMB 283,093,449.86, with various structured deposits in place [2][3]. Reporting and Compliance - The report was approved by the board on August 12, 2025, confirming that all disclosed information was timely, accurate, and complete [3].

Core Points - The company establishes a system to regulate external guarantees to protect investors' rights and prevent risks [1][2] - The external guarantee refers to the company providing assurance for a debtor's obligations, which includes forms like guarantees, mortgages, and pledges [1][2] - The company must adhere to relevant laws and regulations, including the Company Law and the Civil Code, while managing external guarantees [2][3] Group 1: External Guarantee Management - External guarantees must be uniformly managed and require approval from the board of directors or shareholders [2][4] - Directors and senior management are responsible for controlling debt risks associated with guarantees and may face joint liability for violations [2][5] - Guarantees provided to subsidiaries are treated as company actions and must comply with the established system [2][6] Group 2: Conditions for Providing Guarantees - The company can only provide guarantees to entities that meet specific criteria, including having strong debt repayment capabilities and not exceeding a 70% debt-to-asset ratio [3][9] - The board must analyze the creditworthiness of the debtor and the associated risks before approving any guarantees [3][10] - Documentation required for guarantee applications includes financial reports, contracts, and information on potential litigation [3][10] Group 3: Approval Authority and Procedures - The highest decision-making body for external guarantees is the shareholders' meeting, with the board of directors exercising decision-making authority based on the company's articles of association [5][14] - Guarantees exceeding certain thresholds, such as 50% of the latest audited net assets, require shareholder approval [5][15] - The board must have a quorum of over half of its members present, and a two-thirds majority is needed for approval [6][15] Group 4: Contractual Obligations and Risk Management - Written contracts are mandatory for external guarantees, and the company must ensure compliance with legal requirements [7][18] - The finance department is responsible for managing guarantee contracts and monitoring repayment obligations [9][23] - If a debtor fails to meet obligations, the company must initiate recovery procedures and inform the board [10][27] Group 5: Information Disclosure - The company is obligated to disclose information regarding external guarantees in accordance with regulatory requirements [12][32] - Timely disclosure is required if a debtor defaults or faces bankruptcy [12][35] - All departments involved in guarantees must report to the board secretary for necessary disclosures [12][33] Group 6: Accountability and Compliance - The company will impose penalties on responsible parties for violations of the guarantee system [13][37] - Individuals who exceed their authority in signing guarantee contracts will be held accountable [13][38] - Legal consequences may arise for those who violate laws or regulations during the guarantee process [13][42]

General Provisions - The company establishes a system to regulate the management of resignations of directors and senior management to ensure governance stability and protect the rights of the company and its shareholders [1][2] - This system applies to directors (including independent directors) and senior management who resign due to term expiration, resignation, dismissal, or other reasons [1] Resignation Circumstances and Procedures - Directors and senior management can resign before their term expires by submitting a written resignation report, which becomes effective upon receipt by the company, and the company must disclose this within two trading days [3][4] - If certain conditions are met, such as failure to timely re-elect directors or resignation leading to insufficient board members, the original directors must continue to perform their duties until new directors are appointed [2][3] Transfer Procedures and Handling of Unfinished Matters - Resigning directors and senior management must complete all handover procedures within five days of their official departure, including the transfer of unfinished matters and relevant documents [4][5] - If the departing personnel are involved in significant investments or financial decisions, the audit committee may initiate a departure audit and report the results to the board [4] Post-Resignation Obligations and Accountability Mechanism - Departing directors and senior management must not use their former positions to interfere with the company's operations or harm the interests of the company and its shareholders, and their obligations remain effective for a reasonable period as specified in the company’s articles [5][6] - They are required to cooperate with the company in follow-up checks on significant matters during their tenure and must not refuse to provide necessary documents [5][6] Additional Provisions - The company has the right to seek compensation from departing directors and senior management for any losses caused by violations of laws, regulations, or the company’s articles, and may refer criminal matters to judicial authorities [5][6] - This system is subject to national laws and regulations, and any inconsistencies will be governed by the relevant legal provisions [6]

第二条 公司系依照《公司法》和其他有关规定成立的股份有限公司。 公司由苏州宝力塑胶材料有限公司（以下简称"原有限公司"）整体变更以 发起设立方式成立，在苏州市数据局注册登记，取得营业执照，统一社会信用代 码为 913205077439440375。 第三条 公司于 2020 年 9 月 28 日经中国证券监督管理委员会（以下简称"中 国证监会"）注册，首次向社会公众发行人民币普通股 1800 万股，于 2020 年 苏州宝丽迪材料科技股份有限公司 章程（2025 年 8 月修订） 苏州宝丽迪材料科技股份有限公司章程 第一章 总则 第一条 为维护苏州宝丽迪材料科技股份有限公司（以下简称"公司"）、 股东、职工和债权人的合法权益，规范公司的组织和行为，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》"）和其他有关规定，制定本章程。 第四条 公司注册名称 中文全称：苏州宝丽迪材料科技股份有限公司。 英文全称：Poly Plastic Masterbatch (SuZhou) Co., Ltd. 第五条 公司住所：苏州市相城区北桥街道徐家观路 29 号，邮政编 ...