Core Viewpoint - The article outlines the regulations and guidelines for independent directors at Guorui Technology Co., Ltd., emphasizing their role in corporate governance, decision-making, and protection of minority shareholders' interests. Group 1: Independent Director Definition and Responsibilities - An independent director is defined as a board member who does not hold any other position in the company and has no direct or indirect interests that could affect their independent judgment [1] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their roles in accordance with laws, regulations, and the company's articles of association [1][2] - Independent directors are required to participate in decision-making, provide professional advice, and supervise potential conflicts of interest [10][12] Group 2: Qualifications and Appointment of Independent Directors - Independent directors must meet specific qualifications, including having at least five years of relevant work experience and a good personal character without significant credit issues [7][8] - The company must ensure that independent directors do not hold positions in more than three domestic listed companies to maintain their effectiveness [2][5] - The nomination and election of independent directors must be conducted transparently, with candidates needing to declare their independence and qualifications [12][13] Group 3: Independence and Evaluation - Independent directors must conduct annual self-assessments of their independence and submit the results to the board for evaluation [5] - The board is responsible for evaluating the independence of current independent directors and must disclose this evaluation alongside the annual report [5][10] - Certain individuals, such as those with significant shareholdings or familial ties to major shareholders, are prohibited from serving as independent directors to ensure their independence [4][9] Group 4: Duties and Rights of Independent Directors - Independent directors have the right to independently hire external advisors for audits or consultations on specific matters [10][11] - They are required to attend board meetings and can propose the convening of special shareholder meetings if necessary [8][10] - Independent directors must provide independent opinions on significant matters, including potential conflicts of interest, and these opinions must be disclosed [12][28] Group 5: Communication and Reporting - The company must establish effective communication channels between independent directors and minority shareholders to address their concerns [33][50] - Independent directors are required to submit annual reports detailing their activities, attendance at meetings, and interactions with shareholders [15][16] - The company must provide necessary support and resources to independent directors to facilitate their duties [49][50]

Core Viewpoint - The document outlines the management system for related party transactions of Guorui Technology Co., Ltd., emphasizing the need for fair pricing, compliance with review procedures, and proper information disclosure to protect the rights of all shareholders, especially minority shareholders [1][2]. Summary by Sections General Principles - The company aims to ensure the legality, necessity, rationality, and fairness of related party transactions while maintaining independence and avoiding the manipulation of financial indicators [1][2]. Identification of Related Parties and Transactions - Related parties include both legal entities and natural persons with specific relationships to the company, such as management personnel and significant shareholders [2][3]. - Related transactions involve the transfer of resources or obligations between the company and its related parties, including asset purchases, financial assistance, and guarantees [3][4]. Approval Authority and Process for Related Transactions - The company must thoroughly understand the true nature of the transaction and the credibility of the counterparty before approving related transactions [4][5]. - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed to shareholders [5][6]. Determining Transaction Amounts - The transaction amount is determined based on the company's investment or the financial implications of relinquishing rights [11][12]. - Related transactions occurring within a 12-month period are cumulatively calculated for compliance with disclosure standards [12]. Management of Daily Related Transactions - Daily related transactions must follow specific review procedures and be disclosed in annual and semi-annual reports [22][23]. Financial Company Related Transactions - Transactions involving financial companies must adhere to regulatory standards and include risk assessment measures [26][27]. - The company must disclose the terms of financial transactions, including interest rates and compliance with market standards [32][34]. Joint Investments with Related Parties - Joint investments require adherence to relevant regulations, and any changes in investment amounts must be disclosed [35][36]. Asset Purchases and Sales - When purchasing or selling assets to related parties, the company must disclose essential financial information and ensure that transaction prices are justified [38][39].

第一条 为规范公司董事会秘书的选任、履职、培训和考核工作，根据《公 司法》《证券法》《上海证券交易所股票上市规则》（以下简称"《上市规则》"）、 《上海证券交易所上市公司自律监管指引第 1 号——规范运作》等法律法规和其 他规范性文件，制订本制度。 第二条 公司董事会秘书为公司高级管理人员，对公司和董事会负责，应忠 实、勤勉地履行职责。 国睿科技股份有限公司董事会秘书工作制度 （2025 年 8 月修订） 第一章 总则 第三条 公司董事会秘书是公司与上海证券交易所之间的指定联络人。上海证 券交易所仅接受董事会秘书或代行董事会秘书职责的人员以公司名义办理信息 披露、股票及其衍生品种变动管理等其相关职责范围内的事务。 第四条 公司设立证券事务管理部门，由董事会秘书分管。 第二章 选任 第五条 公司董事会秘书应当具备履行职责所必需的财务、管理、法律等专 业知识，具有良好的职业道德和个人品质。具有下列情形之一的人士不得担任董 事会秘书： （一）根据《公司法》等法律法规及其他有关规定，不得担任董事、高级 管理人员的情形； （二）被中国证监会采取不得担任上市公司董事、高级管理人员的证券市场 禁入措施，期限尚未届满； （三 ...

国睿科技股份有限公司募集资金管理制度 （2025 年 8 月修订） 第一章 总则 第一条 为规范国睿科技股份有限公司(以下简称公司)募集资金管理，提高 募集资金使用的效益，确保募集资金使用安全，维护投资者合法权益，根据《中 华人民共和国公司法》《中华人民共和国证券法》《上市公司募集资金监管规则》 《上海证券交易所股票上市规则》（以下简称《上市规则》）《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、规范性文件及 《国睿科技股份有限公司章程》（以下简称《公司章程》）的有关规定，结合本 公司实际情况，制定本制度。 第二条 本制度适用于公司通过发行股票或者其他具有股权性质的证券，向 投资者募集并用于特定用途的资金管理，但不包括公司为实施股权激励计划募集 的资金监管。 第三条 公司应当审慎使用募集资金，保证募集资金的使用与发行申请文件 的承诺相一致，不得随意改变募集资金的投向。 本制度所称超募资金，是指实际募集资金净额超过计划募集资金金额的部分。 募集资金投资项目通过公司的子公司或者公司控制的其他企业实施的，公司 应当确保该子公司或者受控制的其他企业遵守本制度规定。 第二章 募集资金专户 ...

Core Points - The document outlines the investor relations management system of Guorui Technology Co., Ltd, aiming to standardize practices, protect shareholder rights, and promote high-quality development [1][2] - The system emphasizes the importance of communication between the company and investors, enhancing understanding and recognition to improve corporate governance and overall value [1][2] Group 1: General Principles - Investor relations management is defined as activities that strengthen communication with investors and potential investors through various means [1] - The management system is applicable to the company and its subsidiaries [1] Group 2: Responsibilities - The board secretary is responsible for investor relations management, with support from major stakeholders and management [2] - The securities affairs department is designated as the main management body for investor relations activities [2] Group 3: Communication Methods - The company should utilize multiple channels and platforms for investor relations, including official websites, media platforms, and various forms of meetings [3][4] - Investor relations activities must adhere to legal and regulatory standards, ensuring that disclosed information is accurate and complete [4][10] Group 4: Investor Meetings - The company is required to hold investor briefings, especially after significant events or performance reports, to address investor concerns [6][7] - Meetings should be accessible, with provisions for online participation and prior announcements detailing the event [6][7] Group 5: Research and Interaction - The company must manage interactions with research institutions and individuals carefully, ensuring compliance with disclosure obligations [8][9] - Records of research interactions should be maintained, and any reports generated must be reviewed by the company before public release [9][10] Group 6: Compliance and Accountability - Employees violating the investor relations management system may face administrative and legal consequences, especially in cases of insider information leaks [11][12] - The company is responsible for maintaining transparency and fairness in all communications with investors [10][11]

Core Points - The document outlines the rules for the Nomination and Remuneration Committee of Guorui Technology Co., Ltd, aiming to enhance corporate governance and the committee's functions in nominations and remuneration assessments [1][2] - The committee is responsible for proposing standards and procedures for selecting directors and senior management, reviewing candidates, and making recommendations to the board [3][4] Section Summaries General Provisions - The committee is established to improve the governance structure and is accountable to the board of directors [1] - The company will provide necessary working conditions and support for the committee's operations [1] Composition - The committee consists of at least three members appointed from the board, with a majority being independent directors [2] - The chairperson is an independent director, supported by a vice-chairperson [2] Responsibilities and Authority - The committee's main responsibilities include setting selection criteria for directors and senior management, reviewing candidates, and proposing remuneration policies [3] - The committee must submit its proposals to the board for approval [3] Meeting Rules - Meetings are convened by the chairperson, and decisions are made through voting, requiring a majority for approval [5][6] - Members must attend meetings in person or can delegate their voting rights through a signed proxy [6] Information Disclosure - The company is required to disclose relevant information related to the committee in accordance with legal and regulatory requirements [5][7] Supplementary Provisions - The rules take effect upon approval by the board and replace any previous regulations [7] - Any matters not covered by these rules will follow applicable laws and the company's articles of association [7]

国睿科技股份有限公司 董事会战略投资与预算委员会议事规则 （2025 年 8 月修订） 第一章 总则 第一条 为适应国睿科技股份有限公司（以下简称公司）战略发展需要，提 升公司环境、社会责任和公司治理（ESG）绩效，提高重大投资决策的科学性和 决策质量，根据《公司法》《上市公司独立董事管理办法》《上海证券交易所股 票上市规则》 《上海证券交易所上市公司自律监管指引第 1 号——规范运作》《公 司章程》等有关规定，特制定本议事规则。 第二条 战略投资与预算委员会是董事会下设的专门工作机构，对董事会负 责，向董事会报告工作。 第三条 公司为战略投资与预算委员会提供相应的工作条件，管理层及相关 部门给予配合，保障委员会履职。 第四条 公司证券事务部负责战略投资与预算委员会的工作联络、会议组织、 会议材料准备和档案管理等日常工作，负责公司战略规划、ESG 管理、投资、预 算的相关部门负责配合提供战略投资与预算委员会开展工作所需的有关材料。 第二章 人员和组成 第五条 战略投资与预算委员会由 3 名或以上成员组成，由董事会在董事会 成员中任命。 第六条 战略投资与预算委员会设主任委员一名，由公司董事长担任，负责 主持委 ...

Core Points - The document outlines the information disclosure management system of Guorui Technology Co., Ltd, emphasizing the importance of timely, accurate, and complete information disclosure to protect investors' rights [1][2][3] - The responsibilities of information disclosure obligors, including the board of directors, senior management, and shareholders, are clearly defined to ensure compliance with legal and regulatory requirements [4][5][6] - The document specifies the types of reports that must be disclosed, including periodic reports, temporary reports, and other relevant disclosures that may impact stock prices [9][14][21] Group 1 - The information disclosure system is established to regulate the behavior of the company and other obligors, ensuring compliance with laws and regulations [1][2] - Information disclosure must be timely, truthful, accurate, and complete, with a focus on preventing misleading statements or omissions [2][3] - The board of directors and senior management are responsible for ensuring the accuracy and completeness of disclosed information [5][6][7] Group 2 - The document outlines the procedures for preparing, reviewing, and disclosing periodic and temporary reports, ensuring that all relevant information is communicated effectively [21][22] - Specific criteria for determining what constitutes significant transactions that require disclosure are provided, including thresholds based on asset values and profit margins [17][18] - The company must maintain a robust internal control system to oversee financial reporting and ensure compliance with disclosure requirements [53][54] Group 3 - The responsibilities of subsidiaries in reporting significant events and ensuring timely communication with the parent company are emphasized [56][57] - Confidentiality measures are outlined to protect sensitive information and prevent insider trading or market manipulation [60][61] - The document includes provisions for accountability and penalties for non-compliance with disclosure obligations, ensuring that responsible parties are held accountable [75][76][77]

General Overview - Glarun Technology Co., Ltd. was established in 1994, originally restructured from Jiangsu Gaochun Ceramics Factory, and registered in Nanjing [2][3] - The company has a registered capital of RMB 1,241,857,840 [3] - The company operates as a permanent joint-stock company [3] Business Objectives and Scope - The company's business objective is to adhere to the principle of "mastering internationally leading technology, creating industry-renowned brands, providing quality customer service, and achieving continuous performance improvement" [4] - The business scope includes research, development, production, sales, and maintenance of radar and supporting equipment, communication transmission equipment, industrial automation equipment, and various electronic products [5] Shares - The company's shares are issued in the form of stocks, with a par value of RMB 1 per share [18] - The total number of shares issued by the company is 1,241,857,840, all of which are ordinary shares [7] - The company can increase capital through various methods, including issuing shares to unspecified objects or existing shareholders [23] Shareholders and Shareholder Meetings - The company recognizes the rights of shareholders based on their shareholdings, ensuring equal rights for shareholders of the same class [32] - Shareholders have the right to request the convening of shareholder meetings and to participate in decision-making processes [34] - The company must hold an annual shareholder meeting 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 decision-making, including the election and remuneration of directors [46] - The board must report to the shareholders on its work during the annual meeting [74] Financial Accounting and Auditing - The company has established a financial accounting system and internal auditing procedures to ensure compliance with laws and regulations [8] - The appointment of accounting firms for auditing purposes must be approved by the shareholders [46] Amendments to the Articles of Association - The articles of association can be amended through resolutions passed at shareholder meetings [11] - Any amendments must comply with relevant laws and regulations [11] Legal Framework - The articles of association serve as a legally binding document for the company, shareholders, directors, and senior management [4] - Shareholders can initiate legal actions against the company or its directors under specific circumstances [4]

Core Points - The document outlines the rules for the Risk Management and Audit Committee of Guorui Technology Co., Ltd, aiming to enhance corporate governance and decision-making processes [1][2]. Group 1: General Provisions - The committee is established to review financial information, supervise internal and external audits, and ensure effective risk management [1]. - The company provides necessary working conditions for the committee, with management and relevant departments cooperating to support its functions [1]. Group 2: Composition of the Committee - The committee consists of at least three directors who are not senior management, appointed by the board [2]. - A majority of the committee members must be independent directors, with at least one having professional accounting experience [2][3]. Group 3: Responsibilities and Authority - The committee's responsibilities include supervising external audits, evaluating risk management, reviewing financial disclosures, and ensuring internal controls are effective [3][4]. - The committee must approve significant financial reports and the hiring or dismissal of external auditors before submission to the board [4][5]. Group 4: Meeting Procedures - The committee is required to meet at least quarterly, with provisions for special meetings as needed [8][9]. - Meeting records must be maintained for at least ten years, and all attendees are bound by confidentiality obligations [9][10]. Group 5: Disclosure Requirements - The company must disclose the composition and professional background of the committee members, as well as its annual performance [10][11]. - Any significant issues identified by the committee that meet disclosure standards must be reported promptly [11].