Core Viewpoint - The document outlines the management system for related party transactions of Meiyah (China) Environmental Technology Co., Ltd., aiming to regulate decision-making processes and protect the interests of the company and minority shareholders [1]. Group 1: General Principles - The internal control of related party transactions should adhere to principles of honesty, equality, fairness, openness, and written agreements, ensuring no harm to the company or other shareholders [1][2]. - Related party transactions must not conceal relationships or misrepresent transactions as non-related [1]. Group 2: Definition of Related Parties - Related parties include natural persons, legal entities, and organizations that are deemed related, such as family members of key stakeholders and entities holding more than 5% of shares [3][4]. - Specific criteria for identifying related parties include direct or indirect control over the company, significant shareholding, and close familial relationships with key management [5][6]. Group 3: Types of Related Party Transactions - Related party transactions encompass various activities, including asset purchases or sales, investments, project transfers, licensing agreements, guarantees, and financial assistance [4][7]. - Transactions that are part of daily operations, such as purchasing raw materials or selling products, are excluded from this definition [2]. Group 4: Pricing and Management of Related Party Transactions - The pricing of related party transactions must be fair and based on market standards, with written agreements detailing pricing policies [7][9]. - If significant changes occur in transaction terms, the company must follow the approval process again based on the revised amounts [7]. Group 5: Approval Procedures - Transactions exceeding RMB 300,000 or 0.1% of the company's total assets require board approval and must be disclosed promptly [11][12]. - Transactions above RMB 30 million or 1% of total assets must be submitted for shareholder approval, including necessary evaluations and reports [12][14]. Group 6: Disclosure and Execution - The company must disclose related party transactions accurately according to relevant laws and regulations [24]. - Approved transactions must be implemented by the management team, and any changes to the main content of the contracts require prior consent from the approving body [26][28]. Group 7: Special Provisions for Premium Purchases - If the purchase price of related party assets exceeds 100% of the book value, the company must provide a profit forecast report and facilitate shareholder participation in voting [29][30]. - The company must disclose any discrepancies between actual profits and forecasted profits for three consecutive years following the transaction [20][23].

Core Points - The document outlines the independent director working system of Meiyah (China) Environmental Technology Co., Ltd, aiming to enhance corporate governance and ensure compliance with relevant laws and regulations [1][25]. Group 1: Independent Director Qualifications - 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 [3][4]. - At least one-third of the board members must be independent directors, including at least one accounting professional [5][6]. - Independent directors are required to have relevant professional qualifications, such as being a registered accountant or having a senior title in accounting, auditing, or financial management [5][6]. Group 2: Independence and Duties - Independent directors must maintain independence and avoid conflicts of interest, including relationships with major shareholders or entities that have significant business dealings with the company [4][5]. - They are obligated to act in the best interests of the company and all shareholders, particularly minority shareholders, and must provide objective opinions on board decisions [6][12]. - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [11][12]. Group 3: Nomination and Election Process - Independent director candidates can be proposed by the board, audit committee, or shareholders holding at least 1% of the company's issued shares [7][8]. - Candidates must consent to their nomination and disclose their qualifications and independence [7][8]. - The election of independent directors must be conducted transparently, with all relevant materials submitted to the Shanghai Stock Exchange [7][8]. Group 4: Responsibilities and Reporting - Independent directors must submit annual reports detailing their attendance at meetings, participation in committees, and communication with minority shareholders [15][16]. - They are required to keep detailed records of their activities and decisions, which must be preserved for at least ten years [17][19]. - Independent directors must ensure that their opinions on significant matters are clearly documented and disclosed [12][19]. Group 5: Support and Resources - The company is responsible for providing necessary support and resources to independent directors, including access to information and assistance from the board secretary [36][37]. - Independent directors are entitled to hire external consultants for audits or advice, with costs covered by the company [41][42]. - The company must ensure that independent directors have equal access to information as other board members [36][37].

Core Viewpoint - The document outlines the external investment management system of Meiyah (China) Environmental Technology Co., Ltd., aiming to establish a scientific, standardized, and transparent decision-making mechanism for significant business and external investment decisions, ensuring compliance with laws and regulations while protecting the interests of the company and its shareholders [2][3]. Decision-Making Scope - The internal control of significant investments should adhere to principles of legality, prudence, safety, and effectiveness, focusing on controlling investment risks and emphasizing investment benefits [5]. - The shareholders' meeting and the board of directors serve as the decision-making bodies for external investments, with no other departments or individuals authorized to make such decisions without permission [5]. - The board of directors is responsible for researching and evaluating the feasibility, investment risks, and returns of significant investment projects through a strategic committee [5]. - The general manager is the primary responsible person for implementing external investments, overseeing planning, organization, and monitoring of projects, and reporting progress to the board [5][6]. Approval Authority for External Investments - External investments requiring government approval must follow necessary procedures to ensure compliance with regulations [3]. - Specific external investment matters must be disclosed and approved by the shareholders' meeting or board of directors based on defined thresholds, such as asset total exceeding 50% of the latest audited total assets or transaction amounts exceeding 50% of the company's market value [8][9]. Financial Management and Auditing - The finance department must ensure that accounting methods for external investments comply with national accounting standards and maintain complete accounting records [28]. - Regular audits and checks should be conducted to verify the ownership and accuracy of investment assets [31]. Investment Transfer and Recovery - The company can recover external investments under certain conditions, such as project insolvency or contractual termination [22]. - The transfer of external investments must comply with relevant laws and regulations, with the approval process mirroring that of investment implementation [25].

Core Points - The company establishes an external guarantee management system to protect the interests of shareholders and investors, regulate guarantee behavior, control operational risks, and promote stable development [2][3] - The system applies to the company and its consolidated subsidiaries providing guarantees for third-party debts, including various forms of guarantees such as loans, letters of credit, and financing leases [2][3] - The company aims to strengthen internal controls, improve pre-evaluation, monitoring, and post-recovery mechanisms for guarantees to mitigate potential repayment risks [2][3] Summary by Sections General Principles - The external guarantee management system is formulated based on relevant laws and regulations, including the Company Law and the Guarantee Law of the People's Republic of China [2] - The total amount of external guarantees includes guarantees provided by the company and its subsidiaries [2] - Guarantees must be managed uniformly by the company, requiring board or shareholder approval before any guarantees can be provided [2][3] Approval Authority and Procedures - The daily management of external guarantees is the responsibility of the finance department and the board office [14] - The company must conduct a credit evaluation of the guaranteed entity, requiring various financial documents and reports [14][15] - Guarantees exceeding certain thresholds, such as 50% of the company's latest audited net assets, require shareholder approval [7][8] Risk Management - The company must adhere to risk control principles during the guarantee process, ensuring that the guarantee responsibility limits are strictly controlled [22] - The finance department is tasked with ongoing monitoring of the guaranteed entity's financial status and operational conditions [26] - In case of default by the guaranteed entity, the company must execute recovery measures within a specified timeframe [27][29] Compliance and Reporting - The company is required to disclose information regarding guarantees and any significant changes in the financial status of the guaranteed entities [3][29] - Independent directors must provide opinions on the legality and compliance of guarantee matters, and the audit committee must monitor guarantee-related internal controls [30][31]

General Provisions - The rules are established to standardize the decision-making process of the board of directors of Meiyah (China) Environmental Technology Co., Ltd. and to enhance the board's operational efficiency and decision-making quality [1][3]. Qualifications and Responsibilities of Directors - Directors must be natural persons and cannot hold office if they meet certain disqualifying conditions, such as lack of civil capacity or criminal convictions related to financial misconduct [3][4]. - Directors are elected by the shareholders for a term of three years and may be re-elected [4][5]. - Directors have a duty of loyalty and must avoid conflicts of interest, ensuring that their personal interests do not interfere with the company's interests [4][5]. Board Structure and Powers - The board consists of seven directors, including one chairman and three independent directors [7][8]. - The board is responsible for making significant decisions regarding the company's operations, including investment plans, profit distribution, and major acquisitions [8][9][10]. Board Meetings - The board must hold at least two regular meetings annually, with additional meetings called as necessary [14][26]. - A quorum for board meetings requires the presence of more than half of the directors [40]. - Decisions are made through voting, with each director having one vote, and resolutions require a majority to pass [57][66]. Confidentiality and Accountability - Directors are obligated to maintain confidentiality regarding company secrets and must not disclose sensitive information [82]. - Directors are accountable for their decisions, and if a resolution leads to significant losses due to legal violations, they may be held liable for damages [78][80]. Amendments and Effectiveness - The rules serve as an attachment to the company's articles of association and take effect upon approval by the shareholders' meeting [84][85].

Core Points - The document outlines the fundraising management system of Meiyah (China) Environmental Technology Co., Ltd, aiming to regulate the management and use of raised funds, enhance efficiency, and protect shareholders' rights [2][3][4] Fundraising Management - The company must comply with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China, and its own articles of association [2][3] - Fundraising refers to funds raised through public and private securities offerings, excluding funds raised for employee stock ownership plans [2][3] - Directors and senior management are responsible for ensuring proper use of raised funds and must not engage in unauthorized changes to fund usage [3][4] - Major shareholders and actual controllers are prohibited from misappropriating or occupying the company's raised funds [3][4] Fund Storage - The company is required to open a special account for raised funds in a commercial bank, ensuring that these funds are managed separately from other funds [6][7] - A tripartite supervision agreement must be signed with the underwriter and the bank within one month of the funds being received [6][7] - The company must report to the Shanghai Stock Exchange within two trading days after signing the agreement [6][7] Fund Usage - Raised funds should primarily be used for the company's main business as outlined in the fundraising application documents [9][10] - The company is prohibited from using raised funds for financial investments or providing funds to related parties for improper benefits [9][10] - If there are significant changes affecting the feasibility of investment projects, the company must reassess and report to the Shanghai Stock Exchange [10][11] Temporary Use of Idle Funds - Idle raised funds can be temporarily used to supplement working capital, subject to board approval and compliance with specific conditions [12][13] - The company must return any temporarily used funds to the special account before the due date and report this to the Shanghai Stock Exchange [12][13] Fund Management and Supervision - The company must disclose the actual expenditure of raised funds and conduct quarterly internal audits [26][27] - The board is required to review the progress of fundraising projects biannually and report any discrepancies in the investment plan [26][27] - Independent directors and the audit committee must monitor the management and usage of raised funds continuously [28][29] Changes in Fund Usage - Any changes to the use of raised funds must be approved by the board and shareholders, with independent directors and underwriters providing consent [21][22] - The company must ensure that any new projects funded by raised funds have a good market outlook and profitability [22][23]

Core Points - The document outlines the information disclosure management system of Meiyah (China) Environmental Technology Co., Ltd, aiming to standardize information disclosure practices and protect the rights of shareholders and stakeholders [1][2] - The system is developed in accordance with various laws and regulations, including the Company Law and Securities Law of the People's Republic of China, as well as the rules of the Shanghai Stock Exchange [2][3] Information Disclosure Obligations - The term "information" refers to any undisclosed information that could significantly impact the trading price of the company's stock or influence investment decisions, including financial performance, profit distribution, and major operational changes [3][4] - The company and its information disclosure obligors must disclose information truthfully, accurately, completely, and timely, avoiding any false records or misleading statements [3][4] Major Events and Reporting - The company must immediately report significant events that could affect the trading price of its securities to the China Securities Regulatory Commission and the Shanghai Stock Exchange, including major operational changes, significant investments, and legal issues [4][5] - Specific major events that require disclosure include changes in business direction, significant asset transactions, major contracts, and any substantial losses or debts [4][5] Risk Disclosure - The company is required to disclose any major risk events that could impact its core competitiveness and ongoing viability, such as unfavorable changes in national policies or market conditions [5][6] - The company must disclose information regarding any significant changes in raw material prices, product sales, or the loss of key technologies [5][6] Reporting Procedures - The company must fulfill its disclosure obligations at the earliest occurrence of significant events, including board resolutions or when any party involved becomes aware of the event [6][7] - The company is also required to disclose industry information that could significantly impact stock trading prices or investment decisions [6][7] Internal Management and Responsibilities - The board secretary is responsible for overseeing the information disclosure process, ensuring that all disclosures are accurate and timely [10][11] - The company must maintain strict confidentiality regarding undisclosed information and ensure that insiders do not leak such information before it is publicly disclosed [15][16] Compliance and Penalties - The company will impose penalties on any responsible parties who fail to report or inaccurately report required information, which may include internal reprimands or termination [20][21] - The board secretary has the authority to recommend penalties to the board for any violations of the disclosure obligations [20][21]

Core Points - The company, MayAir Technology (China) Co., Ltd., aims to protect the rights and interests of shareholders, employees, and creditors while adhering to relevant laws and regulations [1][3] - The company was established as a joint-stock company through the transformation of MayAir (China) Environmental Purification Co., Ltd. and is registered in Nanjing [3][4] - The registered capital of the company is 134.4 million RMB, fully paid before March 20, 2020 [3][4] - The company is committed to promoting the development of the purification industry and improving global air quality [5] Company Structure - The company is a permanent joint-stock company with a legal representative being the general manager, who is appointed by the board of directors [3][4] - The company has a total of 134.4 million shares, all of which are ordinary shares [7][21] - The company’s shares are issued in accordance with the principles of fairness and justice, ensuring equal rights for each share of the same category [7][21] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including the right to request and attend shareholder meetings [12][34] - Shareholders holding more than 5% of the voting shares must report any pledging of their shares to the company [19] - The company’s shareholders are responsible for not abusing their rights to harm the interests of the company or other shareholders [19][43] Governance and Decision-Making - The company’s board of directors is responsible for convening shareholder meetings and making decisions on significant matters such as capital increases, mergers, and acquisitions [23][27] - The company must disclose information regarding significant transactions and ensure compliance with legal and regulatory requirements [24][25] - Shareholder meetings can be called by the board or by shareholders holding a significant percentage of shares, ensuring transparency and accountability [26][28] Financial Management - The company is prohibited from providing financial assistance for the acquisition of its shares, except under specific circumstances approved by the board [8][9] - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [10][21] - The company must adhere to strict guidelines when providing guarantees, especially to related parties, ensuring that such actions do not harm the company’s interests [24][25]

General Principles - The rules are established to protect the legal rights of the company and its shareholders, clarify the responsibilities and powers of the shareholders' meeting, improve the efficiency of meetings, and ensure lawful exercise of powers [2][3]. Powers of the Shareholders' Meeting - The shareholders' meeting is the company's authority and has the power to elect and replace directors, approve the board's reports, and decide on profit distribution plans [4][6]. - The meeting must operate within the scope defined by the Company Law and the company's articles of association [4][5]. - The company must strictly adhere to legal and regulatory requirements when convening the shareholders' meeting [4][5]. Meeting Procedures - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [10]. - Temporary meetings can be called within two months of certain events, such as insufficient directors or significant losses [11]. - Legal opinions must be obtained regarding the legality of the meeting's procedures and results [13]. Proposals and Voting - Proposals must fall within the powers of the shareholders' meeting and be clearly defined [12][21]. - Shareholders can submit proposals, and the meeting must notify them of the results [14][15]. - Voting must be conducted in a manner that ensures transparency and fairness, with specific rules for ordinary and special resolutions [23][24]. Record Keeping - The company must maintain accurate records of the meeting, including attendance, proposals, and voting results [69][70]. - Records must be preserved for at least ten years [70]. Compliance and Enforcement - The company must comply with all legal and regulatory requirements, and any violations can lead to penalties [26][28]. - Shareholders have the right to challenge decisions made at the meeting if they believe there has been a violation of laws or regulations [25][28].

Core Viewpoint - The legal opinion letter from Shanghai Junlan Law Firm confirms that Meiy Environmental Technology Co., Ltd. has made necessary adjustments to its 2024 restricted stock incentive plan, including changes to the grant price and the second grant of reserved restricted stocks to incentive targets, in compliance with relevant regulations [1][9]. Summary by Sections Approval and Authorization - The adjustments and grants have received necessary approvals from the company's board and supervisory board, in accordance with the relevant regulations [5][9]. Details of Adjustments - The total share capital before the distribution was 134,400,000 shares, with a cash dividend of 0.2 yuan per share, totaling 26,880,000 yuan [5]. - The grant price was adjusted from 15.60 yuan to 15.40 yuan per share, following the formula P = P0 - V, where P0 is the original grant price and V is the dividend per share [6]. Details of Grants - The second grant date is set for September 3, 2025, with a grant price of 15.40 yuan per share for 698,000 restricted stocks to 75 eligible incentive targets [6][9]. Compliance with Regulations - The adjustments and grants comply with the Management Measures, Listing Rules, and Regulatory Guidelines, ensuring that the company and the incentive targets meet all necessary conditions for granting restricted stocks [8][9]. Information Disclosure - The company is required to disclose relevant documents and fulfill ongoing information disclosure obligations as per the applicable regulations [8][9].