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]

南京中央商场（集团）股份有限公司 募集资金管理制度 第四条 公司的董事和高级管理人员应当勤勉尽责，督促公司规范使用募集 资金，自觉维护公司募集资金安全，不得参与、协助或纵容公司擅自或变相改变 募集资金用途。 公司控股股东、实际控制人不得直接或者间接占用或者挪用公司募集资金， 不得利用公司募集资金及募集资金投资项目（以下简称"募投项目"）获取不正 当利益。 第五条 保荐机构应当按照《证券发行上市保荐业务管理办法》及《上市公 司监管指引第 2 号——上市公司募集资金管理和使用的监管要求》等文件对公司 募集资金的管理和使用履行保荐职责，进行持续督导工作。 南京中央商场（集团）股份有限公司 募集资金管理制度 第一章 总则 第一条 为了规范南京中央商场（集团）股份有限公司（以下简称"公司"） 募集资金的管理和运用，提高募集资金使用效率，最大程度地保障投资者的合法 利益，依据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司监 管指引第 2 号——上市公司募集资金管理和使用的监管要求》《上海证券交易所 上市公司自律监管指引第 1 号——规范运作》等有关法律法规、规范性文件和《南 京中央商场（集团）股份有限公司章程 ...

General Principles - The purpose of the remuneration management system is to enhance the motivation of directors and senior management, improve operational management, and promote sustainable development of the company [1] - The remuneration management system applies to directors, the president, the board secretary, the CFO, and other senior management recognized by the board [1] - The principles guiding the remuneration of directors and senior management include competitiveness, performance orientation, and strategic alignment [1][2] Remuneration and Incentives - Directors' remuneration is determined based on their management positions within the company, while non-executive directors may receive allowances approved by the shareholders' meeting [2] - Senior management remuneration consists of basic annual salary, performance-based pay, strategic goal pay, and special work goal pay [2] - Incentives for directors and senior management include employee stock ownership, stock options, and restricted stock, with specific plans determined according to relevant laws and regulations [2] Performance Evaluation Procedures - The remuneration and assessment committee of the board is responsible for evaluating the performance of directors and senior management [4] - The human resources and finance departments will assist in implementing the remuneration plans based on the established evaluation criteria and procedures [4] - Adjustments to performance evaluation indicators may be made in response to significant changes in the operating environment during the year [4][5] Implementation and Amendments - The remuneration management system will take effect upon approval by the shareholders' meeting, with the board authorized to interpret the provisions [5] - Any amendments to the system will be made in accordance with relevant laws and regulations, subject to approval by the shareholders' meeting [5]

General Principles - The rules aim to standardize the decision-making process of the board of directors and enhance its operational efficiency and scientific decision-making level [1][2] - The board of directors is a permanent institution responsible for business leadership and decision-making, directly accountable to the shareholders [1][3] Board of Directors - Directors must be natural persons and cannot hold office under certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities [4][5] - Directors are elected by the shareholders for a term of three years and may be re-elected [4][6] - Directors have a duty of loyalty to the company, which includes avoiding conflicts of interest and not misusing their position for personal gain [5][6] Responsibilities of the Board - The board is responsible for convening shareholder meetings, reporting on work, and making significant decisions regarding company operations, including mergers and acquisitions [8][9] - The board must establish strict review and decision-making procedures for external investments and significant transactions [10][11] Meeting Procedures - The board must hold at least two meetings annually, with the chairman responsible for convening and presiding over these meetings [13][14] - A quorum requires the presence of more than half of the directors, and decisions are made by majority vote [36][37] Decision-Making and Voting - Directors must disclose any conflicts of interest and abstain from voting on related matters [49][50] - Voting can be conducted through various means, including written ballots and electronic methods, ensuring that all directors can express their opinions [52][53] Record Keeping - Meeting minutes must be recorded, detailing attendance, agenda items, and voting results, and must be preserved for at least ten years [60][61] - Directors have the right to request that their statements during meetings be recorded [62][63] Amendments and Interpretations - The rules can be amended based on relevant laws and regulations, and the board is responsible for their interpretation [67][68]

General Provisions - The company is established to protect the legal rights of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws [3][4] - The company was approved by the Nanjing Economic System Reform Commission and registered on July 7, 1992, with a registered capital of RMB 1,128,334,788 [4][5] Business Objectives and Scope - The company's business objective is to promote steady development and provide reasonable returns to shareholders while contributing to the economic development of Nanjing [8] - The approved business scope includes retail of daily necessities, food, and various products, real estate development, e-commerce, and property management [8][9] Shares - The company's total shares amount to 1,128,334,788, all of which are ordinary shares [9] - The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for all shareholders of the same category [9][10] Shareholders and Shareholder Meetings - Shareholders have rights to dividends, participate in meetings, supervise the company, and request information [15][16] - The company must hold annual shareholder meetings within six months after the end of the previous fiscal year [48] Board of Directors - The board of directors is responsible for the company's operations and must report to the shareholders [75] - The board must ensure compliance with laws and regulations during meetings and decision-making processes [81][82] Amendments to the Articles - The articles of association can be amended according to the procedures established within the document and must be approved by the shareholders [10][11]

南京中央商场（集团）股份有限公司 总裁工作细则 南京中央商场（集团）股份有限公司 总裁工作细则 第一章 总则 第一条 为适应现代企业制度的要求，促进本公司经营管理的制度化、规范化、 科学化，确保公司重大经营决策的正确性、合理性，提高民主决策、科学决策水平， 根据《中华人民共和国公司法》及公司章程等规定，特制定总裁工作细则。 （三）具有一定年限的企业管理或经济工作经历，精通本行，熟悉多种行业的生 产经营业务和掌握国家有关政策、法律、法规； （四）诚信勤勉、廉洁奉公。 第五条 有下列情形之一的，不得担任公司总裁： （一）无民事行为能力或者限制民事行为能力； （二）因贪污、贿赂、侵占财产、挪用财产或者破坏社会主义市场经济秩序，被 判处刑罚，或者因犯罪被剥夺政治权利，执行期满未逾 5 年，被宣告缓刑的，自缓刑 考验期满之日起未逾 2 年； 第二条 公司总裁及其管理层应当遵守法律、行政法规和《公司章程》的规定， 诚信和勤勉地履行职务。 第三条 本细则对总裁、副总裁以及其他高级管理人员有约束力。 第二章 总裁的任职资格及任免 第四条 总裁任职应当具备下列条件： （一）具有较丰富的经济理论知识、管理知识及实践经验，具有较强 ...