Core Viewpoint - The document outlines the internal management system for the temporary suspension and exemption of information disclosure by Nanjing Central Shopping Mall (Group) Co., Ltd, aiming to ensure compliance with legal obligations and protect investors' rights [1][2]. Group 1: Regulations and Compliance - The company establishes this system to regulate the temporary suspension and exemption of information disclosure in accordance with the Securities Law and relevant stock exchange rules [1]. - The company must prudently assess situations that warrant temporary suspension or exemption of disclosure and is subject to post-regulatory oversight by the Shanghai Stock Exchange [1][2]. - Information that is uncertain or classified as temporary business secrets may be temporarily withheld if disclosure could harm the company's interests or mislead investors [1][2]. Group 2: Conditions for Suspension and Exemption - Information eligible for temporary suspension or exemption must meet specific criteria, including non-leakage of information, written confidentiality commitments from insiders, and no abnormal trading activity in the company's stock [2][3]. - The company is responsible for ensuring that any temporarily withheld or exempted information does not leak and must document the decision-making process for such actions [3]. Group 3: Accountability and Procedures - The company must maintain a record of all matters related to temporary suspension or exemption, including the content, reasons, duration, and list of informed individuals [3]. - If previously withheld information is leaked or market rumors arise, the company must verify the situation and disclose relevant information promptly [3]. - The company will implement accountability measures for individuals responsible for non-compliance with the disclosure suspension or exemption conditions [3].

General Principles - The company establishes a management system for its subsidiaries to ensure the safety, integrity, and appreciation of investments, as well as the reliability of consolidated financial statements [2] - The term "subsidiary" refers to companies established by the company that have independent legal status, based on strategic planning and business development needs [2] Organizational and Personnel Management - The company participates in establishing the governance structure of subsidiaries and appoints representatives to safeguard its interests [3] - The company has the right to recommend managerial positions within subsidiaries and can propose dismissals if responsibilities are not fulfilled [3][4] Business Management - The company must clearly define the business scope and approval authority for significant transactions in the subsidiary's articles of association [6] - Subsidiaries are required to report significant transactions and must adhere to national laws and regulations [6][8] Financial Reporting Management - The company prepares consolidated financial statements to accurately reflect the financial status and operational results of itself and its subsidiaries [23] - Subsidiaries must ensure their accounting policies align with the company's policies and submit financial reports for review [10][29] Implementation and Effectiveness - The management system is effective upon approval by the company's board of directors [11]

Core Points - The document outlines the information disclosure management system of Nanjing Central Shopping Mall (Group) Co., Ltd, emphasizing the importance of timely, accurate, and complete information disclosure to protect the rights of the company and its investors [2][3][4] Group 1: General Principles - The company and related information disclosure obligors must fulfill their disclosure obligations according to laws, regulations, and stock exchange rules [7][8] - Information must be disclosed truthfully, accurately, completely, and promptly, without any misleading statements or omissions [8][9] - The company must ensure that all investors receive the same information simultaneously, without prior disclosure to any individual or entity [8][9] Group 2: Disclosure Responsibilities - The board of directors is responsible for implementing the information disclosure system, with the chairman as the primary responsible person [3][4] - The company must conduct internal assessments of the information disclosure system annually and report the findings in the annual internal control self-assessment report [6][8] - Any violations of disclosure regulations must be addressed promptly, with internal disciplinary actions taken against responsible individuals [3][6] Group 3: Regular Reports - The company is required to disclose regular reports, including annual and interim reports, which must contain significant information affecting investor decisions [9][10] - Annual reports must be completed and disclosed within four months after the end of the fiscal year, while interim reports must be disclosed within two months after the end of the first half of the fiscal year [9][10] - Financial statements in annual reports must be audited by a qualified accounting firm [9][10] Group 4: Temporary Reports - The company must immediately disclose significant events that could impact the trading price of its securities when investors are not yet aware [13][14] - Temporary reports must include board resolutions, shareholder meeting notifications, and other significant decisions [15][16] - If a significant event is difficult to keep confidential, the company must disclose the current status and potential impacts [16][17] Group 5: Internal Control and Compliance - The company must establish internal controls for financial management and accounting, ensuring compliance with relevant regulations [69][70] - The board of directors and management are responsible for overseeing the implementation of these internal controls [69][70] - Any violations of the information disclosure obligations may result in penalties for responsible individuals, and the company reserves the right to pursue legal action for damages caused by unauthorized disclosures [79][80]

Core Viewpoint - The document outlines the development strategy management measures of Nanjing Central Shopping Mall (Group) Co., Ltd., aimed at enhancing core competitiveness and sustainable development capabilities while ensuring the scientific nature of strategic planning and the achievement of development goals [2][3]. Group 1: General Principles - The development strategy is defined as the goals and strategic plans formulated and implemented for sustainable and stable development based on the analysis of external environments and internal conditions [2]. - The management measures apply to the formulation, implementation, and evaluation of the company's overall strategy, functional strategies, business segment development plans, and plans for subsidiaries [2][3]. Group 2: Strategic Planning Components - The strategic planning cycle includes long-term vision planning, a 5-year long-term development strategy, and annual operational plans, with a focus on the 5-year long-term development strategy [3]. - The overall strategy serves as a comprehensive plan for the company's development direction and goals, acting as a guiding document [3][4]. - Functional strategy planning reflects the overall strategy in management and business functions, including operational development, human resources, and financial strategies [3][4]. Group 3: Management Structure and Responsibilities - The Board of Directors establishes a Strategic Committee responsible for conducting feasibility studies and scientific evaluations of development goals and strategic plans [4]. - The Board of Directors must rigorously review the strategic proposals submitted by the Strategic Committee, focusing on their comprehensiveness, long-term viability, and feasibility [4][5]. - The company's Securities Department manages daily strategic affairs and is responsible for organizing the formulation of the overall strategy and functional strategies [5][6]. Group 4: Strategic Planning Formulation - The main principles for formulating strategic plans include prioritizing scientific development, aligning with national development plans, and focusing on core competencies [6][7]. - The overall strategy encompasses the company's current status, internal and external environment analysis, strategic guidance, development goals, implementation key points, and supporting measures [6][7]. Group 5: Implementation and Evaluation of Strategic Planning - To ensure the achievement of strategic goals, the company uses annual operational plans and relevant economic indicators as annual targets for the development strategy [8]. - The company conducts regular evaluations of strategic implementation, with a comprehensive evaluation at the end of the strategic period [8][9]. - Evaluation content includes qualitative and quantitative assessments of the current year's strategic plan and its implementation [9].

General Principles - The purpose of the insider information management system is to strengthen the management of insider information, standardize confidentiality work, and maintain the principle of fair information disclosure [1][2] - The board of directors is the management body for insider information, with the chairman as the main responsible person and the board secretary coordinating specific management tasks [1][2] Scope of Insider Information - Insider information refers to non-public information that significantly affects the company's operations, finances, or the trading price of its securities [6][7] - The scope of insider information includes major changes in business policies, significant investments, important contracts, major debts, and other critical events that could impact the company's financial status [6][7][8] Registration and Filing of Insider Information - The company must maintain a record of insider information personnel, including their knowledge of insider information and the circumstances under which they acquired it [9][10] - Shareholders holding more than 5% of shares and other relevant parties must fill out insider information personnel archives when significant events occur [9][10] Confidentiality Management - Insider information personnel are required to keep insider information confidential and are prohibited from leaking or using it for personal gain [19][20] - The company must control the range of individuals who are aware of insider information to the minimum necessary [20][21] Accountability - Violations of the insider information management system can lead to disciplinary actions, including warnings, demotions, or termination [24][25] - The company reserves the right to pursue compensation for losses caused by violations of insider information regulations [25][26] Implementation and Effectiveness - The insider information management system will take effect upon approval by the board of directors and will be subject to interpretation and revision by the board [29]

General Principles - The purpose of the system is to enhance corporate governance and standardize the qualifications, appointment procedures, responsibilities, training, and evaluation of the board secretary of Nanjing Central Shopping Mall (Group) Co., Ltd [1] - The board secretary is a senior management position responsible for the company and the board, and must perform duties faithfully and diligently [1] - The board secretary serves as the designated liaison between the company and the Shanghai Stock Exchange, handling information disclosure, corporate governance, and equity management [1] Appointment Qualifications and Procedures - The board secretary is nominated by the chairman and appointed or dismissed by the board of directors [2] - Candidates for the board secretary must possess good professional ethics, necessary financial, management, and legal knowledge, relevant work experience, and a qualification certificate recognized by the Shanghai Stock Exchange [2][3] - Individuals with certain disqualifying conditions, such as recent administrative penalties from the China Securities Regulatory Commission, are prohibited from serving as board secretary [2] Responsibilities - The board secretary is responsible for preparing shareholder and board meetings, managing company documents, and handling daily board affairs [6] - Key responsibilities include coordinating information disclosure, managing investor relations, and ensuring compliance with legal and regulatory requirements [6][7] - The board secretary must also assist in strengthening corporate governance mechanisms and managing equity-related matters [8] Training - Candidates for the board secretary or securities affairs representative must undergo qualification training recognized by the Shanghai Stock Exchange and obtain a qualification certificate [10] - The board secretary is required to participate in ongoing training as mandated by the Shanghai Stock Exchange and submit proof of participation [10]

General Principles - The purpose of the rules is to adapt to modern corporate governance requirements, establish a sound corporate governance structure, standardize board operations, and improve the efficiency of board meetings [1] - The board of directors has established specialized committees, including the Strategic Committee, Nomination Committee, Audit Committee, and Compensation and Assessment Committee [1][2] Strategic Committee - The Strategic Committee aims to enhance the company's core competitiveness, determine development plans, and improve investment decision-making processes [2] - The committee is responsible for researching and proposing suggestions on long-term development strategies and major investment decisions [2][3] - The committee consists of three to five directors, including at least one independent director [2] Nomination Committee - The Nomination Committee's purpose is to standardize the selection of leadership personnel and optimize the composition of the board [4] - It is responsible for reviewing the qualifications of nominees and making recommendations regarding the appointment or dismissal of directors and senior management [4][5] - The committee is composed of three to five directors, with two to three independent directors [5] Audit Committee - The Audit Committee is established to strengthen the board's decision-making function and ensure effective supervision of the management [6] - It has the authority to inspect the company's finances, supervise the actions of directors and senior management, and propose the convening of temporary board or shareholder meetings [6][7] - The committee consists of three to five directors who are not senior management, with three independent directors [8] Compensation and Assessment Committee - The Compensation and Assessment Committee aims to establish a sound assessment and compensation management system for directors and senior management [10] - It is responsible for formulating assessment standards and compensation policies for directors and senior management [10][11] - The committee is composed of three to five directors, with two to three independent directors [11] Meeting Procedures - Each specialized committee is required to hold at least two meetings annually, while the Audit Committee must hold at least four meetings annually [12] - Meetings must be notified to all members seven days in advance, and a quorum of two-thirds of members is required for decisions [12][13] - Committees may invite company directors and senior management to attend meetings when necessary [12]

Core Points - The article outlines the investor relations management system of Nanjing Central Shopping Mall (Group) Co., Ltd, emphasizing the importance of communication between the company and its investors to protect their rights and maximize company value [1][2] - The management principles include full disclosure of information, compliance with legal regulations, equal treatment of all investors, honesty and integrity, efficiency in communication, and interactive communication [2][3] - The board of directors is responsible for decision-making in investor relations management, with the board secretary designated as the head of these activities [3][4] Summary by Sections General Principles - The purpose of the investor relations management system is to enhance communication with investors and protect their rights [1] - The company aims to maximize shareholder value through effective investor relations [1] Management Principles and Objectives - Key principles include full disclosure, compliance with laws, equal treatment of investors, honesty, efficiency, and interactive communication [2] - The objective is to establish a guideline for communication between the company and its investors [2] Organizational Structure and Responsibilities - The board of directors serves as the decision-making body for investor relations management [3] - The securities department is responsible for implementing investor relations activities under the guidance of the board secretary [3][4] Content and Methods of Investor Relations Management - The company will communicate actively with investors on various topics, including financial status, management changes, performance, dividends, and major transactions [4][5] - Methods of communication include performance briefings, one-on-one meetings, roadshows, and sending announcements to investors [5][6] Communication Mechanisms - The company will establish mechanisms for timely communication of significant matters and ensure compliance with disclosure regulations [6][7] - Various channels will be used to engage with investors, including internet platforms to enhance communication efficiency [6]

南京中央商场（集团）股份有限公司 关联交易管理办法 南京中央商场（集团）股份有限公司 关联交易管理办法 第一章 总则 第一条 为加强本公司关联交易管理，保证公司与关联方之间订立的关联交易 合同符合公平、公正、公开的原则，根据《上海证券交易所股票上市规则》《上市 公司治理准则》等法律法规及公司章程的有关规定，特制订本办法。 第二条 本制度适用于公司及子公司的关联交易。 第三条 本办法所称关联方是指一方控制、共同控制另一方或对另一方施加重 大影响，以及两方或两方以上同受一方控制、共同控制或重大影响。关联交易是指 关联方之间转移资源、劳务或义务的行为，而不论是否收取价款。 第二章 关联人与关联关系 第四条 公司关联人包括关联法人、关联自然人。 第五条 具有以下情形之一的法人，为公司的关联法人： （一）直接或间接地控制公司的法人； （三）本制度第五条第（一）项所列法人的董事、监事及高级管理人员； 南京中央商场（集团）股份有限公司 关联交易管理办法 （四）本条第（一）、（二）项所述人士的关系密切的家庭成员，包括配偶、 父母及配偶的父母、兄弟姐妹及其配偶、年满18周岁的子女及其配偶、配偶的兄弟 姐妹和子女配偶的父母； （ ...

General Principles - The management system for the shares held by the board of directors and senior management of Nanjing Central Shopping Mall (Group) Co., Ltd. aims to strengthen the management of shareholding changes and maintain market order, in accordance with relevant laws and regulations [1][2] - The chairman of the company is the primary responsible person for managing the shareholding changes of directors and senior management, while the board secretary is responsible for self-inspection and information disclosure [1] Share Transfer Regulations - Directors and senior management must not transfer their shares under certain conditions, including within one year of the company's stock listing and within six months after leaving the company [2] - The maximum number of shares that can be transferred by directors and senior management in a year is limited to 25% of their total holdings, with exceptions for certain circumstances [3] Trading Restrictions - Directors and senior management are prohibited from trading company shares during specific periods, such as 15 days before the announcement of annual or semi-annual reports [4] - A reduction plan must be reported to the stock exchange 15 trading days before the planned sale, detailing the number of shares, time frame, and reasons for the sale [5] Reporting Requirements - Changes in shareholding must be reported to the company within two trading days, and the company must disclose this information on the stock exchange [6][7] - The company is responsible for ensuring that the data reported by directors and senior management is timely, truthful, accurate, and complete [7] Legal Responsibilities - Violations of the share trading regulations may result in penalties from the China Securities Regulatory Commission in accordance with the Securities Law [7] - The company must establish a specialized system to supervise the shareholding and trading behaviors of directors and senior management [7]