Core Points - The article outlines the management system for related party transactions of Shanghai Jinjiang Online Network Service Co., Ltd, aiming to standardize related party transactions, enhance operational compliance, and protect the rights of shareholders [2][3]. Group 1: General Principles - The company must ensure that related party transactions are fair, necessary, reasonable, and legal, maintaining independence and avoiding financial manipulation [2][3]. - Related party transactions should be disclosed in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2][3]. Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have control or significant shareholding in the company [3][4]. - Specific criteria are established to identify related legal entities and natural persons, including those holding more than 5% of shares [3][4]. Group 3: Reporting and Disclosure - Company directors and significant shareholders must report related party relationships to the board for proper management [5][6]. - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed to shareholders [6][7]. Group 4: Pricing and Valuation - Related party transactions must be conducted at fair market prices, with specific pricing methods outlined, such as cost-plus and comparable uncontrolled price methods [12][13]. - If pricing cannot be determined by standard methods, the company must disclose the rationale and ensure fairness [14][15]. Group 5: Special Provisions for Daily Transactions - Daily related party transactions must follow specific procedures for approval and disclosure, including annual reporting of their execution [29][30]. - Certain transactions may be exempt from the related party transaction rules if they do not involve payment or obligations [30][31]. Group 6: Asset Transactions - When purchasing or selling assets to related parties, the company must disclose financial metrics and ensure that transactions do not lead to non-operational fund occupation by controlling shareholders [16][17].

Core Points - The article outlines the investor relations management system of Shanghai Jinjiang Online Network Service Co., Ltd, aiming to enhance communication with investors and protect their rights [2][3] - The management system is based on compliance with relevant laws and regulations, ensuring transparency and equal treatment of all investors, especially small and medium-sized investors [4][5] - The company emphasizes proactive engagement with investors, including regular communication and feedback mechanisms [6][7] Group 1: Principles of Investor Relations Management - The basic principles include compliance, equality, proactivity, and integrity [4][5] - The company must ensure that all investor relations activities are conducted in accordance with legal and ethical standards [4] - Special attention is given to creating opportunities for small and medium investors to participate in activities [5] Group 2: Communication Channels and Methods - The company is required to utilize multiple channels for investor communication, including its official website, stock exchange platforms, and various media [6][7] - Regular events such as shareholder meetings, investor briefings, and roadshows are to be organized to facilitate direct communication with investors [6][7] - A dedicated investor relations section on the company’s website will be established to address inquiries and provide updates [6][8] Group 3: Responsibilities and Implementation - The board secretary is designated as the head of investor relations management, coordinating all related activities [19][20] - The company must maintain a comprehensive record of investor relations activities, including communications and feedback [26][27] - Training programs for key personnel involved in investor relations will be conducted to enhance their understanding of relevant laws and regulations [25][26]

Group 1 - The company has established a system for accountability regarding significant errors in annual report disclosures to enhance compliance and protect investor rights [1][2] - The system applies to various personnel including directors, senior management, subsidiary heads, controlling shareholders, and those involved in report preparation and disclosure [1] - The principles of the system include objectivity, accountability, and proportionality between fault and responsibility [1] Group 2 - Specific circumstances that warrant accountability include violations of accounting standards or disclosure guidelines that lead to significant errors or adverse effects [2] - The company has provisions for heavier penalties in cases of severe misconduct and lighter penalties for minor infractions [2] - The board of directors is responsible for handling accountability matters and must consider the opinions of those involved before making decisions [2][4] Group 3 - The system will be implemented following the board's approval and is subject to relevant national laws and regulations [4] - The board of directors holds the authority to interpret the system [4] - The system will take effect immediately upon the board's resolution [4]

Core Points - The document outlines the responsibilities, obligations, and authority of the CEO and senior management of Shanghai Jinjiang Online Network Service Co., Ltd [2][5] - It emphasizes the need for compliance with laws, regulations, and the company's articles of association [2][3] - The document establishes a reporting system for the CEO to the board of directors, ensuring transparency and accountability [10][11] Group 1: Obligations and Responsibilities - Senior management must adhere to legal regulations and the company's articles of association, with specific duties including not misappropriating company assets or funds [3][4] - They are required to act diligently and in good faith, ensuring fair treatment of all shareholders and timely reporting of the company's operational status [3][4] - Any income obtained by senior management in violation of these regulations must be returned to the company [5] Group 2: Authority of the CEO - The CEO is responsible for managing the company's operations, implementing board resolutions, and reporting to the board [5][6] - The CEO has the authority to propose the appointment or dismissal of senior management, except for the board secretary [5][6] - The CEO is required to consult with the labor union and employee representative assembly on matters affecting employee interests [6] Group 3: Meeting and Reporting Procedures - The CEO's office is responsible for organizing regular and ad-hoc meetings to address significant operational issues [7][8] - Decisions made in these meetings require a quorum of at least three-quarters of the members present [8] - The CEO must provide regular written reports to the board, detailing the implementation of board decisions and the company's financial status [10][11]

Core Points - The article outlines the establishment of a specialized meeting system for independent directors of Shanghai Jinjiang Online Network Service Co., Ltd to enhance corporate governance and ensure the interests of minority shareholders are considered [1][2][5] Group 1: Meeting Structure and Procedures - The specialized meeting of independent directors is defined as a meeting attended solely by independent directors, focusing on independent discussions and forming opinions from the perspective of the company and minority shareholders [1] - The specialized meeting must be held at least once a year, and can be convened by the meeting organizer or upon the proposal of more than half of the independent directors [2] - A quorum for the meeting requires the presence of more than half of the independent directors, with non-independent directors and relevant personnel allowed to attend but without voting rights [2][5] Group 2: Voting and Decision-Making - Voting at the specialized meeting is conducted on a one-vote-per-person basis, using methods such as on-site voting, written voting, or other legally permitted methods [2] - Independent directors must personally attend the meeting unless special circumstances arise, in which case they can delegate another independent director to attend and vote on their behalf [3] - Certain matters must be discussed and approved by a majority of independent directors before being submitted to the board for consideration, including related party transactions and changes to commitments [3][4] Group 3: Documentation and Reporting - The meeting must be documented accurately, reflecting the opinions of the independent directors, and these records must be signed by the independent directors [4] - Independent directors are required to submit an annual report to the company's annual shareholders' meeting, detailing the work of the specialized meetings [4][5] - The company must provide necessary working conditions and support for the independent directors to fulfill their responsibilities, including access to operational information and resources for conducting investigations [5]

Core Viewpoint - The establishment of the Strategic Investment and ESG Committee aims to enhance the company's core competitiveness, improve decision-making processes, and promote sustainable development through effective governance and ESG performance [2][4]. Group 1: Committee Formation and Structure - The Strategic Investment and ESG Committee is a specialized working body established by the board of directors, consisting of three to five directors, including at least one independent director [3][4]. - The committee is chaired by the company's chairman, and its members serve terms aligned with the board of directors [3][4]. - A working group is set up under the committee to provide daily operational and compliance support, composed of senior management and relevant personnel [3][4]. Group 2: Responsibilities and Authority - The committee's main responsibilities include researching and proposing suggestions on the company's long-term strategic planning, major investment financing plans, and capital operations [4]. - It is tasked with overseeing ESG-related strategies and significant decisions, monitoring annual ESG performance, and reviewing the annual ESG report [4]. - The committee is responsible for examining other significant matters affecting the company's development and ensuring compliance with legal and regulatory requirements [4][5]. Group 3: Decision-Making Procedures - The committee's decision-making process involves preparing necessary materials and conducting pre-examination of proposals before submission to the board [5][6]. - Meetings require the attendance of at least two-thirds of the committee members, and decisions are made based on majority votes [8][9]. - The committee may invite external advisors for professional opinions when necessary, with costs covered by the company [8][9].

Core Points - The document outlines the governance structure and responsibilities of the board secretary of Shanghai Jinjiang Online Network Service Co., Ltd. [1] - The board secretary is a senior management position responsible for liaising with the Shanghai Stock Exchange and ensuring compliance with relevant laws and regulations [1][5]. Section Summaries Chapter 1: General Principles - The purpose of the system is to enhance the governance level of the company and regulate the appointment, duties, training, and assessment of the board secretary [1]. - The board secretary is accountable to the company and the board, and must perform duties faithfully and diligently [1]. Chapter 2: Appointment - The board secretary is nominated by the chairman and appointed or dismissed by the board within three months after the company's initial public offering or the previous secretary's departure [2]. - Candidates for the board secretary must possess good professional ethics, relevant knowledge in finance, management, and law, and have necessary work experience [2]. - Individuals with certain disqualifying conditions, such as legal restrictions or recent administrative penalties, are prohibited from serving as board secretary [2][3]. Chapter 3: Duties - The board secretary is responsible for managing information disclosure, investor relations, and organizing board and shareholder meetings [5]. - The secretary must ensure compliance with confidentiality regarding undisclosed significant information and report any breaches to the Shanghai Stock Exchange [5][6]. - The company must provide necessary support for the board secretary to fulfill their duties, including access to financial and operational information [6][7].

上海锦江在线网络服务股份有限公司 内幕信息知情人和外部信息使用人管理制度 （以下简称"《股 票上市规则》"）《上市公司信息披露管理办法》《上市公司监管指引第 5 号——上市公司内幕 信息知情人登记管理制度》等有关法律、法规、部门规章、规范性文件、上海证券交易所的 相关规定(以下合称"法律法规")和《上海锦江在线网络服务股份有限公司章程》（以下简称 "《公司章程》"）、《上海锦江在线网络服务股份有限公司信息披露事务管理制度》（以下简称 "《信息披露事务管理制度》" ）等内部制度的有关规定，结合公司实际情况，制定本制度。 第二条 本制度适用于公司内幕信息知情人和外部信息使用人事务的管理事宜，并适用 于公司下属各部门、分公司、控股子公司及公司能够对其实施重大影响的参股公司。本制度 未规定的，适用公司《信息披露事务管理制度》的相关规定。 第三条 公司《内幕信息知情人和外部信息使用人管理制度》由董事会负责实施，董事 会应当按照本制度以及中国证监会、上海证券交易所相关规则要求及时登记和报送内幕信息 知情人档案，并保证内幕信息知情人档案真实、准确和完整，董事长为主要责任人。董事会 秘书负责办理公司内幕信息知情人的登记入档和 ...

上海锦江在线网络服务股份有限公司 第一条 为完善公司治理结构，提高董事会科学决策能力，做到事前审计、专业审计， 确保董事会对经营层的有效监督，根据《中华人民共和国公司法》 （以下简称"《公司法》" ）、 《上市公司治理准则》 《上市公司独立董事管理办法》《上海证券交易所上市公司自律监管指 引第 1 号——规范运作》和其他有关法律、行政法规、部门规章、规范性文件(以下合称"法 律法规")及《上海锦江在线网络服务股份有限公司章程》（以下简称"《公司章程》"）的有 关规定，制定本工作细则。 第二条 董事会审计与风控委员会（以下简称"审计与风控委员会"）是董事会设立的 专门工作机构，行使《公司法》规定的监事会的职权，对董事会负责。 第二章 人员组成 第三条 审计与风控委员会成员由三至五名董事组成，成员应当为不在公司担任高级管 理人员的董事，其中独立董事应当过半数且至少有一名独立董事为会计专业人士。董事会成 员中的职工代表可以成为审计与风控委员会成员。 审计与风控委员会成员应当具备履行公司审计与风控委员会工作职责的专业知识和经 验。 董事会审计与风控委员会工作细则 第一章 总 则 第四条 审计与风控委员会委员由董事长、 ...

上海锦江在线网络服务股份有限公司 关联交易管理制度 第一章 总 则 第一条 为进一步规范上海锦江在线网络服务股份有限公司（以下简称"公司"）关联交 易行为，提高公司规范运作水平，保护公司和全体股东的合法权益，根据《中华人民共和国 公司法》《中华人民共和国证券法》《上海证券交易所股票上市规则》（以下简称"《股票上市 规则》"）、《上海证券交易所上市公司自律监管指引第 5 号——交易与关联交易》《上市公司信 息披露管理办法》、上海证券交易所的相关规定(以下合称"法律法规")及《上海锦江在线网 络服务股份有限公司章程》（以下简称"《公司章程》"）等有关规定，制订本制度。 第二条 公司关联交易应当定价公允、决策程序合规、信息披露规范。 第三条 公司应当保证关联交易的合法性、必要性、合理性和公允性，保持公司的独立 性，不得利用关联交易调节财务指标，损害公司利益。交易各方不得隐瞒关联关系或者采取 其他手段，规避公司的关联交易审议程序和信息披露义务。相关交易不得存在导致或者可能 导致上市公司出现被控股股东、实际控制人及其他关联人非经营性资金占用、为关联人违规 提供担保或者其他被关联人侵占利益的情形。 第二章 关联人及关联交 ...