对外担保管理办法 上海耀皮玻璃集团股份有限公司 对外担保管理办法 （尚需提交公司 2024 年年度股东大会审议通过后生效） 第一章 总 则 债务风险，并对违规或失当的对外担保产生的损失依法承担连带责任。 控股股东及其他关联方不得强制公司为他人提供担保。 第二章 对外担保的职责和审查 第九条 公司对外担保管理实行多层审核监督制度，所涉及的公司相关部门及职 责包括：财务部为公司对外担保的审核及日常管理部门，负责受理审核 被担保人提交的担保申请，经与相关部门审议后提出可否提供担保的建 议，报总经理办公会议以及董事会办公室审议，负责对外担保的日常管 理与持续风险控制；风险控制部为公司对外担保的监督检查部门，负责 检查担保业务内控制度是否健全，各项规定是否得到有效执行；董事会 办公室为公司对外担保合规性复核及相关信息披露的负责部门，负责公 对外担保管理办法 司对外担保的合规性复核、组织实施董事会或股东会的审批程序以及履 行相关信息披露义务。 第十条 公司在制定及审核担保方案时，应关注被担保人的资信状况是否正常， 融资项目的效益预测是否合理，还款来源是否有保证，为非全资子公司 第一条 为了保护投资者的合法权益，规范上海耀 ...

董事会议事规则 上海耀皮玻璃集团股份有限公司 董事会议事规则 （尚需提交公司 2024 年年度股东大会审议通过后生效） 第一章 总 则 第一条 为适应公司规范运作的要求，维护上海耀皮玻璃集团股份有限公司 (以下简称"公司")利益，提高董事会工作效率和科学决策能力，促使董事和董 事会有效地履行其职责，保障董事的合法权益，保证董事会决策程序及决议的合 法性，根据《中华人民共和国公司法》《中华人民共和国证券法》及其他法律、 行政法规及《上海耀皮玻璃集团股份有限公司章程》（以下简称"《公司章程》"） 的规定，结合公司实际情况，特制定本规则。 第二章 董事会的组成及职责 第二条 公司设董事会，董事会对股东会负责。 第三条 董事会由 9 名董事组成，其中独立董事 3 名。 第四条 董事会依法行使下列职权： (一) 召集股东会，并向股东会报告工作； (二) 执行股东会的决议； (三) 决定公司的经营计划和投资方案； (四) 制订公司的利润分配方案和弥补亏损方案； (五) 制订公司增加或者减少注册资本、发行债券或者其他证券及上市方案； (六) 拟订公司重大收购，收购本公司股票或者合并、分立、解散及变更公 司形式的方案； (七 ...

Core Points - The independent director system aims to enhance corporate governance, strengthen oversight of the board and management, and protect the rights of minority shareholders [1][2][3] - 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][3] - The proportion of independent directors on the board must be no less than one-third, including at least one accounting professional [2][3] Chapter 1: General Principles - The independent director system is established to comply with various laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] - Independent directors are required to perform their duties independently and objectively, free from influence by the company or its major shareholders [1][2] Chapter 2: Qualifications and Dismissal - Independent directors must maintain independence and cannot be individuals with certain relationships or interests in the company [3][4] - Specific disqualifications for independent directors include holding significant shares in the company or being employed by major shareholders [3][4] - Independent directors must have relevant experience and knowledge, including at least five years in legal, accounting, or economic fields [5][7] Chapter 3: Responsibilities and Methods of Performance - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [11][14] - They have special rights, including the ability to hire external consultants and propose meetings [16][18] - Independent directors must attend board meetings and can delegate their voting rights if unable to attend [18][19] Chapter 4: Performance Assurance - The company must provide necessary working conditions and support for independent directors to fulfill their duties [34][35] - Independent directors should receive equal access to information as other board members and be kept informed about company operations [35][36] Chapter 5: Supervision and Legal Responsibilities - Independent directors and related parties are subject to supervision by the China Securities Regulatory Commission and the Shanghai Stock Exchange [41][42] - They must respond promptly to requests for explanations or documentation from regulatory bodies [42] Chapter 6: Supplementary Provisions - The independent director system will be implemented upon approval by the company's shareholders and will be subject to revisions as necessary [46]

Core Points - The article outlines the insider information management system of Shanghai Yaopi Glass Group Co., Ltd, aiming to regulate insider information management and enhance confidentiality in compliance with relevant laws and regulations [1][2][3] Group 1: Insider Information Definition - Insider information refers to non-public information that could significantly impact the company's operations, finances, or stock market price, as defined by the Securities Law [3][4] - Examples of insider information include major changes in business strategy, significant asset transactions exceeding 30% of total assets, and major losses or debts [3][4][5] Group 2: Insider Information Persons - Insider information persons include company directors, senior management, shareholders holding over 5% of shares, and other individuals who can access insider information due to their roles or relationships with the company [4][6] - Family members of insider information persons are also included in this category [6] Group 3: Management Procedures - The board of directors is responsible for the registration and filing of insider information persons, ensuring the accuracy and completeness of the records [2][7] - The company must draft and disclose temporary announcements regarding significant events after verifying their authenticity with relevant department heads [7][8] Group 4: Registration and Record-Keeping - The company is required to maintain a detailed record of insider information persons, including their identification, relationship to the company, and the circumstances under which they received insider information [8][10] - Records must be submitted to the Shanghai Stock Exchange within five trading days after the initial public disclosure of insider information [10][11] Group 5: Confidentiality and Penalties - Insider information persons are obligated to maintain confidentiality and are prohibited from trading the company's stock based on insider information [12][13] - Violations of confidentiality or insider trading can result in administrative and economic penalties imposed by the company's board of directors [13][14]

证券代码：600819/900918 证券简称：耀皮玻璃/耀皮 B 股 公告编号：2025-032 上海耀皮玻璃集团股份有限公司 第十一届监事会第八次会议决议公告 本公司监事会及全体监事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏， 并对其内容的真实性、准确性和完整性承担个别及连带责任。 重要内容提示： ?全体监事对本次监事会的所有议案投同意票。 ?本次监事会会议审议的议案全部通过。 一、监事会会议召开情况 二、监事会会议审议情况 经与会监事认真审议，通过了如下议案： 为进一步提升公司发展质量，规范公司运作，提高科学治理水平，保护投资 者合法权益，公司根据最新的《公司法》 、《上市公司章程指引》、 《证券法》 、《上 市公司治理准则》 、《上市公司信息披露管理办法》和《上海证券交易所股票上市 规则》等法律法规的规定，对《公司章程》进行修订。 本次修订的《公司章程》待股东大会审议通过后，公司将不再设置监事会， 监事会的职权由董事会审计委员会行使，《上海耀皮玻璃集团股份有限公司监事 会议事规则》等监事会相关制度相应废止。 授权公司经理层办理工商变更、备案等事宜。 本议案将提交公司 2024 年年度股东 ...

Core Points - The Shanghai Yaopi Glass Group Co., Ltd. will hold its 2024 Annual General Meeting on June 13, 2025, at 1:00 PM [1] - The meeting will take place at 1388 Zhangdong Road, Pudong New District, Shanghai [1] - Shareholders can vote through the Shanghai Stock Exchange's online voting system on the same day [1][2] Meeting Details - The meeting will combine on-site and online voting methods [2] - Voting will be available from 9:15 AM to 3:00 PM on the day of the meeting [1][2] - Shareholders must register to attend the meeting, with specific requirements for documentation [5] Voting Procedures - Shareholders holding multiple accounts can aggregate their voting rights across all accounts [4] - The first vote cast will be considered valid if the same voting right is exercised multiple times [4] - Shareholders with both A and B shares must vote separately for each category [4] Agenda Items - The meeting will review several proposals, including feasibility reports and commitments related to the issuance of A shares [2][6] - Independent directors will present their annual performance reports during the meeting [2] Attendance and Registration - Only shareholders registered by the close of trading on the equity registration date are eligible to attend [4] - Proxy representation is allowed, and specific documentation is required for registration [5][6]

Core Insights - The article discusses the challenges and lessons learned from Chinese companies' overseas expansion efforts, highlighting the importance of understanding cultural differences and choosing the right entry mode for international markets [3][6]. Group 1: Case Studies of Failed Overseas Expansion - SAIC Motor's acquisition of a stake in South Korea's SsangYong Motor in 2004 faced significant challenges due to cultural differences and management conflicts, leading to a complete withdrawal by SAIC in 2009 after incurring substantial losses [4]. - JD.com's joint ventures in Southeast Asia, including JD.ID in Indonesia and JD Central in Thailand, initially showed promise but ultimately faced structural conflicts and market challenges, resulting in the termination of services in early 2023 [5][6]. Group 2: Overview of Overseas Expansion Modes - Companies can choose between "light" and "heavy" modes of overseas expansion, with the former being lower risk and faster to implement, while the latter offers higher control but comes with greater challenges [8]. - Light modes include export and franchising, which allow for quick market penetration but may yield limited returns. For example, Mixue Ice Cream rapidly expanded in Vietnam through franchising, while Heytea's direct approach in Singapore was slower [9][10]. - Heavy modes involve strategic alliances, joint ventures, mergers, and acquisitions, which can provide efficiency and resource sharing but are often complicated by cultural differences and management conflicts [11][12]. Group 3: Strategic Adaptation in Overseas Markets - Successful overseas expansion requires companies to adapt their strategies based on local market conditions and cultural contexts. For instance, Fuyao Glass adjusted its approach in the U.S. by bypassing traditional distributors to improve profitability [15][17]. - Xiaomi's entry into Europe involved establishing a wholly-owned subsidiary and forming strategic alliances to navigate the diverse market landscape effectively, demonstrating the need for tailored strategies in different regions [18][19]. Group 4: Conclusion and Learning Opportunities - The article emphasizes the importance of understanding the complexities of international markets and the necessity for companies to carefully plan their overseas strategies to avoid pitfalls [19][20]. - It encourages businesses interested in international expansion to engage in educational programs that provide insights into global market dynamics and operational strategies [19][21].

Group 1 - Glass futures continue to operate weakly, with the main contract reported at 1010.00 yuan/ton, down 1.56% [1] - As of May 15, 2025, the total inventory of float glass in sample enterprises reached 68.082 million heavy boxes, an increase of 0.77% month-on-month and 14.45% year-on-year, with an inventory days of 31 days, up 0.2 days from the previous period [2] - The number of operational float glass production lines is 220 out of 286, with a daily melting capacity of 156,505 tons, remaining at a low level in recent years [2] Group 2 - According to Jianxin Futures, glass production has significantly decreased, returning to levels seen at the end of February, with potential for further declines. The market is entering a traditional off-season, leading to weakened cyclical demand and limited short-term purchasing enthusiasm from downstream [3] - Galaxy Futures notes that glass futures prices are fluctuating due to flexible transactions in the spot market, with increased transactions in the Shahe region but generally weak in other areas. Inventory pressure is high in the off-season, and prices still have room to decline [3]

Group 1 - The core viewpoint of the articles highlights the resilience of Suqian's foreign trade enterprises, exemplified by Suqian Aozhong Glass Co., which achieved a sales revenue budget completion rate of 110.19% and a year-on-year growth of 21.76% in the first four months of the year [2][4] - Suqian's total import and export value reached 3.377 billion USD in the first four months, marking a year-on-year increase of 4.8%, showcasing the city's strong support for foreign trade enterprises despite challenging international trade conditions [2][4] - The local government has implemented eight measures to stabilize foreign trade and investment, focusing on policy enhancement, platform empowerment, and service upgrades to boost the confidence and vitality of foreign trade enterprises [4][6] Group 2 - The city has initiated a "one enterprise, one policy" support mechanism to address the specific challenges faced by foreign trade companies, ensuring tailored assistance in production operations, export orders, and financing [6][10] - Suqian's customs and logistics infrastructure, including the newly approved bonded logistics center, is set to enhance operational efficiency and reduce costs for foreign trade enterprises, thereby fostering an open economy [7][9] - The city is actively promoting participation in international trade fairs and exhibitions, aiming to facilitate over 300 enterprises in attending more than 100 key events throughout the year, thereby expanding market reach [9][11] Group 3 - Export credit insurance is being heavily promoted, with the local government providing at least 60% support for insurance premiums, resulting in 324 enterprises insured and supporting an export value of 3.8 billion USD, a 27% increase year-on-year [10] - The collaboration with JD Group for the 2025 export-to-domestic sales initiative aims to connect over 300 foreign trade enterprises with domestic markets, showcasing nearly 5,000 products and achieving significant exposure [11][13] - Suqian is adopting a dual approach of online and offline strategies to enhance market penetration for foreign trade products, organizing various promotional events to facilitate domestic market expansion [13]

| | | | | | 玻璃纯碱早报 | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | 研究中心能化团队 | | 2025/5/22 | | | | | | | | 玻 璃 | | | | | | | | | 2025/5/14 | 2025/5/20 | | 2025/5/21 周度变化 日度变化 | | | 2025/5/14 | 2025/5/20 | | 2025/5/21 周度变化 日度变化 | | | 沙河安全 5mm大 板 | 1173.0 | 1138.0 | 1138.0 | -35.0 | 0.0 | FG09合约 | 1046.0 | 1025.0 | 1034.0 | -12.0 | 9.0 | | 沙河长城 5mm大板 | 1164.0 | 1130.0 | 1130.0 | -34.0 | 0.0 | FG01合约 | 1098.0 | 1081.0 | 1088.0 | -10.0 | 7.0 | | 沙河5mm大 板低 ...