Core Viewpoint - The candidate, Zhu Minghua, has declared his qualifications and commitment to serve as an independent director for Jiadu Technology Group Co., Ltd, ensuring his independence and compliance with relevant regulations [1][2][3] Summary by Sections Qualifications and Experience - Zhu Minghua possesses over 5 years of experience in legal, economic, accounting, financial, or management fields necessary for fulfilling independent director responsibilities [1] - He has received training and obtained certification recognized by the stock exchange [1] Compliance with Regulations - Zhu's qualifications meet the requirements set forth by the Company Law of the People's Republic of China, the China Securities Regulatory Commission's regulations, and the Shanghai Stock Exchange's rules [1] - He confirms that he does not fall under any disqualifying conditions outlined in the regulations [1] Independence Assurance - Zhu asserts his independence, stating he does not have any relationships that could affect his impartiality, including not being a significant shareholder or having major business dealings with the company [1] - He has no adverse records in the last 36 months, including no administrative or criminal penalties from the China Securities Regulatory Commission [2] Commitment to Responsibilities - Zhu acknowledges the responsibilities of an independent director and commits to comply with all relevant laws and regulations, ensuring he has sufficient time and energy to fulfill his duties [3] - He promises to resign if he no longer meets the qualifications for an independent director during his tenure [3]

Core Viewpoint - The company has nominated Zhu Minghua as an independent director candidate for its 11th board, ensuring that he meets all qualifications and independence criteria as per relevant regulations [1][2][3] Summary by Sections Nomination and Qualifications - Zhu Minghua has been nominated as an independent director candidate and has agreed to the nomination, with the nominating party confirming their understanding of his professional background and qualifications [1] - The nominee possesses basic knowledge of listed company operations and has over 5 years of relevant work experience in law, economics, accounting, finance, or management [1][2] Independence Criteria - The nominee meets the independence criteria set forth by the Company Law of the People's Republic of China and other relevant regulations, ensuring no relationships that could affect his independence [1][2] - Specific independence conditions include not being an employee or having significant relationships with major shareholders or related parties [1][2] No Adverse Records - The nominee has no adverse records such as administrative penalties from the China Securities Regulatory Commission or criminal penalties from judicial authorities in the last 36 months [2] - The nominee has not been publicly reprimanded by the stock exchange or faced significant credit issues [2] Experience and Integrity - Zhu Minghua has substantial accounting knowledge and experience, holding a Chinese CPA qualification and over 5 years of full-time work in financial management [3] - The nominee has passed the qualification review by the company's nomination committee, confirming no conflicts of interest or other issues affecting his ability to serve independently [3]

证券代码：600728 证券简称：佳都科技 公告编号：2025-075 佳都科技集团股份有限公司 佳都科技集团股份有限公司董事会 佳都科技集团股份有限公司（以下简称"公司"）于 2025 年 9 月 2 日召开第十一 届董事会 2025 年第一次临时会议，审议通过了《关于公司发行 H 股股票并在香港联 合交易所有限公司主板上市的议案》《关于公司发行 H 股股票并在香港联合交易所有 限公司上市方案的议案》等议案，现将具体情况公告如下： 为进一步提高公司综合竞争力，提升公司国际品牌形象，加快公司国际化战略的 实施及海外业务布局，增强公司的境外融资能力，优化资本结构和股东组成，提升公 司治理水平和核心竞争力，根据相关法律、法规、规范性文件的要求，公司拟发行境 外上市外资股（H 股）股票并申请在香港联合交易所有限公司（以下简称"香港联交 所"）主板挂牌上市（以下简称"本次发行上市"或"本次发行"）。公司将充分考 虑现有股东的利益和境内外资本市场的情况，在股东会决议有效期内（即经公司股东 会审议通过之日起 24 个月或同意延长的其他期限）选择适当的时机和发行窗口完成本 次发行 H 股并上市。 根据《公司法》《证券法》《 ...

佳都科技集团股份有限公司 董事会成员多元化政策（草案） （H 股发行并上市后适用） （2025 年 9 月制定） 第一条 目的 本政策旨在列载佳都科技集团股份有限公司（以下简称"本公司"）董事会成 员为达致多元化而采取的方针。 第二条 一般政策 （一）本公司明白并深信董事会成员多元化对提升公司的表现素质裨益良多； （二）为达致可持续及均衡的发展，本公司视董事会层面日益多元化为支持其 达到战略目标及维持可持续发展的关键元素。董事会所有委任均以用人唯才为原则， 并在考虑人选时以适当的条件充分顾及董事会成员多元化的裨益； （三）本公司致力于选择最佳人选作为董事会成员。公司董事会提名委员会主 要负责物色具备合适资格可担任董事的人士，并将在甄选过程中按一系列多元化范 畴为基准，除教育背景、专业经验、技能、知识及服务任期外，亦包括但不限于性 别、年龄、文化背景及种族。最终将按人选的长处及可为董事会提供的贡献而作决 定。董事会组成（包括性别、年龄、服务任期）将每年在企业管治报告内披露。 （四）公司致力于招聘中高级别员工时确保性别多元化，以令适时将有女性高 级管理层及潜在继任者加入董事会，以确保董事会性别多元化。公司力求董事 ...

074 证券代码：600728 证券简称：佳都科技 公告编号：2025- 佳都科技集团股份有限公司 关于修订 H 股上市后适用的《公司章程（草案）》及公 司治理制度的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏， 并对其内容的真实性、准确性和完整性承担个别及连带责任。 佳都科技集团股份有限公司（以下简称"公司"） 拟发行境外上市外资股（H 股） 股票并申请在香港联合交易所有限公司主板挂牌上市，根据相关规定，拟对《佳都科 技集团股份有限公司章程》（以下简称"《公司章程》"）及其附件《佳都科技股东会 议事规则（草案）》《佳都科技董事会议事规则（草案）》进行修订，形成本次发行 并上市后适用的《公司章程（草案）》及其附件《佳都科技股东会议事规则（草案）》 《佳都科技董事会议事规则（草案）》。《公司章程（草案）》及其附件经股东会批 准通过后，自公司发行 H 股股票经中国证监会备案并在香港联合交易所有限公司上市 交易之日起生效实施。同时，根据公司拟在境外发行股份（H 股）并在香港联合交易 所有限公司主板上市的需要，公司对部分公司治理制度进行修订、制定。现将有关情 况公告如下： 一、 ...

Core Viewpoint - The company has utilized its own funds to pay for part of the fundraising investment project and will replace it with an equivalent amount of raised funds, amounting to RMB 18.62 million, in compliance with regulations regarding the replacement within six months after payment [1][4]. Fundraising Basic Situation - The company raised a total of RMB 1,827,099,961.28 through a non-public offering of 396,334,048 shares at a price of RMB 4.61 per share, with a net amount of RMB 1,814,116,286.85 after deducting issuance costs of RMB 12,983,674.43 [1][2]. - The funds were received on January 16, 2023, and have been managed in a dedicated account with a tripartite supervision agreement signed with the sponsor and the bank [2][3]. Investment Project Situation - The planned investment projects and their funding allocations were adjusted by the company's board, with a total expected investment of RMB 424,754.57 million, of which RMB 331,448.08 million is to be funded from the raised funds [3][4]. Use of Own Funds and Replacement Situation - The necessity for using own funds arose due to difficulties in direct payments from the raised funds for employee salaries and social insurance, which must be processed through the company's basic deposit account [4][5]. - The total amount replaced from the own funds for the investment projects is RMB 18.62 million, specifically for salaries and social insurance related to the new generation of rail transit digital system research and development projects [5][6]. Approval Process - The board of directors approved the use of own funds and the subsequent replacement with raised funds during a meeting held on September 2, 2025, ensuring compliance with necessary approval procedures [5][6]. Impact on the Company - The use of own funds for part of the investment project and the subsequent replacement does not affect the normal implementation of the investment plan and does not change the direction of the raised funds or harm shareholder interests [5][6].

Core Points - The financial management system of the company aims to standardize financial behaviors, enhance internal controls, clarify economic responsibilities, prevent operational risks, and protect the legal rights of shareholders and creditors [2][5][6] - The company establishes a clear division of financial management responsibilities and authorities under a centralized management system [5][8] - The financial management center is responsible for organizing, coordinating, controlling, and supervising the company's financial activities [4][8] Financial Management Framework - The board of directors is accountable to the shareholders' meeting and exercises financial management powers according to the company's articles of association [2][3] - Independent directors have special powers in financial management, including reviewing financial information and supervising internal controls [2][3] - The financial director is responsible for the company's financial activities and reports to the CEO [3][4] Budget Management - The company implements comprehensive budget management and strict budget control, with annual financial budgets prepared at the end of each year [8][9] - Financial budgets include business income, costs, expenses, investments, and cash flow forecasts [8][9] - Any financial expenditures exceeding budget limits require a formal adjustment application process [8][9] Fundraising and Borrowing - The company manages long-term and short-term borrowings, requiring approval from the board for amounts exceeding the chairman's authority [7][9] - Borrowing costs are capitalized if they relate to qualifying assets, while other borrowing costs are recognized as expenses [7][9] Cash Management - The company promotes electronic payments and bank transfers, minimizing cash transactions [9][10] - Cash receipts must be deposited promptly, and cash management must comply with national regulations [9][10] Accounts Receivable Management - The company categorizes accounts receivable based on credit risk and calculates expected credit losses [11][12] - Business departments are responsible for assessing customer creditworthiness and ensuring timely collection of receivables [11][12] Fixed Asset Management - Fixed assets are managed under a three-tier responsibility system, with specific departments responsible for direct management, accounting, and supervision [15][16] - The company conducts regular inventory checks and maintains detailed records of fixed assets [15][16] Intangible Assets and Long-term Expenses - The company manages intangible assets, including patents and trademarks, ensuring compliance with relevant regulations [24][25] - Long-term expenses are amortized over their useful lives, with specific guidelines for different types of expenses [27][28]

Core Points - The internal control system of the company aims to enhance operational management, risk prevention, and sustainable development while ensuring the reliability of financial information and protecting investors' rights [2][3][4] - The internal control process involves the board of directors, management, and all employees working together to achieve control objectives [2][3] - The company has established various principles for internal control, including comprehensiveness, importance, balance, adaptability, cost-effectiveness, prudence, effectiveness, and legality [4][5][6] Internal Control Structure - The board of directors is responsible for establishing and evaluating the effectiveness of the internal control system [3][4] - The audit committee supervises the implementation and effectiveness of the internal control system and conducts regular evaluations [3][4] - Senior management is tasked with ensuring compliance with laws and regulations, overseeing key business processes, and reporting significant risks to the board [3][4][5] Risk Assessment - The company identifies and assesses both internal and external risks that may affect the achievement of internal control objectives [12][13][15] - Internal risks include factors related to personnel integrity and management processes, while external risks encompass economic, legal, social, technological, and environmental factors [12][13][15] Control Activities - The internal control activities cover all operational aspects, including sales, procurement, inventory management, and financial management [6][7] - The company has established specific management systems for various operational activities, including budget management and information system management [7][8] Information Disclosure - The company adheres to regulations regarding information disclosure to protect investors' rights and ensure transparency [27][28] - The board secretary is responsible for coordinating information disclosure and ensuring compliance with legal requirements [27][28] Internal Control Evaluation - The company conducts regular evaluations of its internal control system to identify deficiencies and implement improvements [29][30] - The internal audit department reports directly to the audit committee, ensuring independence and effective oversight [29][30] Implementation and Adjustment - The internal control system is subject to continuous improvement based on changes in the business environment and findings from internal audits [34][35] - The board of directors is responsible for interpreting and applying the internal control system across the company and its subsidiaries [34]

Core Points - The document outlines the confidentiality and archival management system for the overseas issuance of securities and listing by the company, aimed at ensuring national economic security and protecting public interests [1][2] - The system applies to the entire process of overseas issuance and listing, including application, review, filing, and listing stages [1][2] - The company must comply with various laws and regulations, including the Securities Law, the National Security Law, and the Hong Kong Listing Rules, among others [1][2][3] Summary by Sections - **Scope of Application**: The system applies to the company and its domestic subsidiaries or partnerships, as well as any securities service institutions hired for overseas issuance and listing [2] - **Definition of State Secrets**: State secrets are defined as matters related to national security and interests, known only to a limited number of personnel for a specified time [2][3] - **Disclosure Procedures**: Any documents or materials involving state secrets must be approved by the relevant authorities before being disclosed to securities service institutions or overseas regulatory bodies [3][4] - **Confidentiality Agreements**: The company must sign confidentiality agreements with securities service institutions to clarify their obligations and responsibilities regarding state secrets [5][6] - **Document Management**: Work papers and archives related to the securities services must be stored domestically, and any outbound transfer must follow national regulations [6][7] - **Self-Inspection and Compliance**: The company is required to conduct regular self-inspections regarding the management of state secrets and may check compliance with the system by securities service institutions [7][8] - **Legal Accountability**: Violations of the confidentiality laws and regulations may result in legal consequences, including criminal liability if applicable [7][8]

Core Viewpoint - The draft conflict of interest management system aims to prevent conflicts between the interests of the company's directors, supervisors, and senior management and the company's interests, promoting standardized business development [1][2]. Group 1: General Principles - The system is designed to prevent conflicts of interest among the company's directors, supervisors, and senior management, in accordance with relevant regulations [1]. - The term "conflict of interest" refers to situations where the interests of the company's directors, supervisors, and senior management conflict with the company's interests, potentially harming the rights of the company and its shareholders [2]. Group 2: Common Situations of Conflict of Interest - Common situations include holding interests in competing companies or companies with business dealings with the company, provided that such holdings do not exceed 5% of the issued shares of those companies [2]. - Related transactions involving loans or business dealings with individuals or institutions that have business relations with the company are also considered conflicts of interest [2]. Group 3: Specific Arrangements to Prevent Conflicts of Interest - Directors, supervisors, and senior management are prohibited from investing in or holding shares in companies that compete with the company or have business dealings with it [3]. - Related transactions must be disclosed and handled according to the relevant regulations, and efforts should be made to avoid such transactions [4]. - Individuals in these positions must not hold roles in competing companies or engage in activities that could harm the company's interests [4]. Group 4: Management of Conflicts of Interest - The audit committee of the board of directors is responsible for the daily management of conflicts of interest [5]. - Directors, supervisors, and senior management must submit a conflict of interest declaration form annually, and any existing or potential conflicts must be reported within specified timeframes [5][6]. - The audit committee will conduct annual reviews of conflicts of interest involving the company's directors, supervisors, and senior management [6]. Group 5: Disciplinary Actions for Violations - Violations of the conflict of interest management system may result in disciplinary actions, including warnings, public criticism, or termination of contracts, depending on the severity of the violation [6]. Group 6: Implementation and Amendments - The system will take effect upon approval by the board of directors and after the company's H-share listing is recorded with the China Securities Regulatory Commission [7]. - Any matters not covered by the system will be governed by national laws, regulations, and the company's articles of association [7].