Core Points - The document outlines the management system for the departure of directors and senior management at Jiadu Technology Group Co., Ltd, aiming to ensure stability in corporate governance and protect the rights of shareholders [1][2] Chapter 1: General Principles - The system is established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] - It applies to various scenarios of departure, including term expiration, resignation, and dismissal [2] Chapter 2: Departure Circumstances and Procedures - Departure scenarios include term expiration without re-election, voluntary resignation, dismissal, and other circumstances leading to actual departure [2] - Directors must submit a written resignation report stating the reasons for their resignation, which takes effect upon receipt by the company [3] - The company is required to disclose the resignation details within two trading days, including reasons and impacts [3] - If a director is dismissed, the company must follow legal procedures and notify the director of their right to defend themselves at the shareholders' meeting [4][5] Chapter 3: Responsibilities and Obligations of Departing Directors and Senior Management - Departing directors and senior management must complete all handover procedures within five days of departure [10] - They are required to continue fulfilling any public commitments made during their tenure, even after leaving [11] - Confidentiality obligations regarding company secrets remain in effect after departure [13] Chapter 4: Management of Shareholdings of Departing Directors and Senior Management - Departing directors and senior management are prohibited from transferring their shares within six months of leaving [19] - They must adhere to specific regulations regarding shareholding changes during and after their tenure [19] Chapter 5: Supplementary Provisions - The system will take effect upon the company's H-share issuance and approval by the China Securities Regulatory Commission [23]

Core Viewpoint - The draft of the insider information management system aims to enhance the governance structure of Jiadu Technology Group Co., Ltd., ensuring the authenticity, accuracy, completeness, timeliness, and fairness of information disclosure, while preventing the abuse of insider information by insiders [1][13]. Group 1: General Provisions - The management of insider information is the responsibility of the company's board of directors, with the chairman as the primary responsible person [2]. - The board office is tasked with the daily management of insider information, prohibiting any department or individual from disclosing insider information to the outside [2]. Group 2: Scope of Insider Information - Insider information refers to non-public information that significantly impacts the company's operations, finances, or market price of its stocks and derivatives, as defined by the Securities Law [3]. - Non-public information is defined as information not officially disclosed by the company in designated media or websites [3]. Group 3: Responsibilities of Insiders - Insiders, including directors, senior management, and significant shareholders, must strictly adhere to confidentiality obligations and are prohibited from leaking insider information or engaging in insider trading [5][6]. - The company must maintain accurate and complete records of insider information and ensure that all insiders confirm their understanding of confidentiality obligations [6][9]. Group 4: Registration and Record Management - The company is required to maintain a detailed record of insiders, including the timing, location, basis, method, and content of the insider information they are privy to [12]. - The board of directors must ensure the accuracy and completeness of the insider information records, with the chairman and board secretary responsible for signing off on these records [10]. Group 5: Accountability and Training - The company must enhance supervision of insiders and impose penalties for any violations, including potential criminal prosecution for serious offenses [12]. - Ongoing education and training for insiders are essential to ensure they understand their rights, obligations, and legal responsibilities regarding insider information [12].

Core Points - The article outlines the draft working rules for the Nomination Committee of Jiadu Technology Group Co., Ltd, aimed at standardizing the selection of company leadership and optimizing the board composition [1][2] - The Nomination Committee is established as a specialized working body of the board, responsible for researching and reviewing candidates for directors and senior management [1][2] Section Summaries General Principles - The Nomination Committee is created to ensure compliance with various regulations and improve corporate governance [1] - It is tasked with the research and review of candidates for the board and senior management positions [1] Composition of the Committee - The committee consists of three to four directors, with a majority being independent directors and at least one member of a different gender [2] - The chairperson of the committee is an independent director, elected by committee members [2] Responsibilities and Authority - The committee is responsible for establishing selection criteria for directors and senior management, reviewing candidates, and making recommendations to the board [4] - It must annually review the board's structure and composition, assess the independence of independent directors, and propose changes as necessary [4] Decision-Making Procedures - The committee must follow legal regulations and the company's articles of association when selecting candidates [6] - The selection process involves communication with shareholders, gathering candidate information, and conducting qualification reviews [6] Meeting Rules - Meetings can be called by the chairperson or proposed by committee members, with a minimum notice period of three days [7] - Decisions require a majority vote from committee members, and meetings can be held in person or via communication methods [7] Additional Provisions - The rules will be effective upon approval by the board and after the company's H-share listing is registered with the China Securities Regulatory Commission [9]

General Principles - The purpose of the information disclosure management system is to enhance the management level and quality of information disclosure, protecting investors' legal rights [2][3] - The system is established by the board of directors, which is responsible for ensuring its effective implementation [2][3] - Information disclosure must be timely, truthful, accurate, complete, and clear, without any false records or misleading statements [2][3] Responsibilities - The board of directors and senior management must diligently fulfill their duties to ensure the authenticity and completeness of disclosed information [3][6] - The information disclosure obligations must be fulfilled simultaneously to all investors, without prior disclosure to any individual or entity [3][4] - The board secretary is responsible for coordinating and organizing the implementation of the information disclosure management system [8][9] Disclosure Standards - Regular reports for A shares include annual reports, semi-annual reports, and quarterly reports, which must be disclosed within specified timeframes [12][13] - H shares must disclose interim performance announcements, interim reports, annual performance announcements, and annual reports within set deadlines [12][13] - Information that may significantly impact the company's core competitiveness and future development must be fully disclosed [23][24] Temporary Reports - Temporary reports are required for significant events that may impact the company's stock price, and must be disclosed immediately [27][29] - The company must disclose any major events that occur, including changes in shareholding or significant financial issues [29][30] Internal Control and Supervision - The company must establish and execute internal control systems for financial management and accounting in accordance with national laws and regulations [67][68] - Internal audit personnel are responsible for supervising the execution of financial management and accounting systems [69] Confidentiality Measures - Directors, senior management, and insiders must strictly adhere to confidentiality responsibilities and cannot disclose insider information [60][61] - The company must ensure that any communication regarding significant matters is conducted with minimal disclosure to maintain confidentiality [62][63] Communication with Stakeholders - The board secretary is responsible for managing investor relations and ensuring fair communication with investors, securities service institutions, and the media [64][65] - The company must respond promptly to inquiries regarding abnormal stock price fluctuations and ensure compliance with disclosure obligations [66]

Core Points - The establishment of the Board's Strategy and ESG Committee aims to enhance the company's core competitiveness and improve decision-making processes related to strategic planning and ESG management [1][2] - The committee is responsible for researching and proposing recommendations on long-term development strategies, major investment projects, and ESG-related matters [3][4] Group 1: Committee Structure - The Strategy and ESG Committee consists of three to five directors, with the chairman serving as the committee's head [2][3] - The committee's term aligns with that of the board, and any vacancies will be filled according to specified nomination procedures [2][3] Group 2: Responsibilities - The committee's main responsibilities include researching long-term strategic planning, investment financing proposals, and capital operations [3] - It also reviews important ESG matters, including annual ESG reports, and ensures the company's policies align with global sustainability standards [3][4] Group 3: Meeting Procedures - The committee meetings can be convened by the chairman and require a three-day notice, with decisions made by a majority vote [7][8] - All committee members and attendees are bound by confidentiality regarding the matters discussed in meetings [8]

佳都科技集团股份有限公司 董事会薪酬与考核委员会工作细则（草案） （H 股发行并上市后适用） （2025 年 9 月修订） 第一章 总 则 第一条 为进一步建立健全公司高级管理人员的考核和薪酬管理制度，完善公司治理结构，根 据《中华人民共和国公司法》《上市公司治理准则》《上海证券交易所上市公司自律监管指引第1 号——规范运作》《上市公司独立董事管理办法》《香港联合交易所有限公司证券上市规则》（以 下简称"《香港上市规则》"）《佳都科技集团股份有限公司章程》（以下简称"《公司章程》"） 《佳都科技集团股份有限公司董事会议事规则》及其他有关规定，公司特设立董事会薪酬与考核 委员会，并制定本工作细则。 第二条 薪酬与考核委员会是董事会按照公司章程设立的专门工作机构，主要负责制定公司高 级管理人员的考核标准并进行考核；负责制定、审查公司高级管理人员的薪酬政策与方案，对董 事会负责。 第三条 本细则所称高级管理人员是指董事会聘任的在本公司支取薪酬的高级管理人员。 第二章 人员组成 第四条 薪酬与考核委员会成员由三至四名董事组成，独立董事委员应当过半数。 本细则中"独立董事"的含义与《香港上市规则》中"独立非执行董事"的 ...

General Principles - The purpose of the independent director system is to promote the standardized operation of the company, protect the interests of all shareholders, especially minority shareholders, and ensure compliance with relevant laws and regulations [1][2] - Independent directors are defined as directors who do not hold any other positions in the company and have no direct or indirect interests that may hinder their independent judgment [1][2] Responsibilities and Duties - Independent directors must independently perform their duties without influence from the company or its major shareholders [2] - They are required to attend board meetings, understand the company's operations, and submit annual performance reports to the shareholders' meeting [2][3] - The company must have at least three independent directors, accounting for more than one-third of the board, with at least one possessing appropriate professional qualifications [2][3] Qualifications and Independence - Independent directors must meet specific qualifications, including legal, accounting, or economic experience, and must not have any significant bad credit records [3][4] - They must maintain independence and cannot be affiliated with the company or its major shareholders [5][6] Nomination and Election - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares, and must be approved by the shareholders' meeting [7][8] - The election process must ensure that candidates do not have conflicts of interest [7][8] Rights and Powers - Independent directors have the right to independently hire intermediaries for audits or consultations, propose meetings, and express independent opinions on matters that may harm the company or minority shareholders [11][19] - Certain matters, such as related party transactions, must be approved by a majority of independent directors before being submitted to the board [19] Reporting and Accountability - Independent directors are required to submit annual reports detailing their attendance, participation in committees, and communication with minority shareholders [12][15] - They must ensure confidentiality during the annual report preparation process and can independently hire external auditors if necessary [14][28] Company Support and Compensation - The company must provide independent directors with the necessary resources and support to fulfill their duties, including timely access to information [31][32] - Independent directors are entitled to reasonable compensation, which must be disclosed in the company's annual report [17][18]

佳都科技集团股份有限公司 董事会审计委员会工作细则（草案） （H股发行并上市后适用） （2025年9月修订） 第一章 总则 第一条 为强化董事会决策功能，做到事前审计、专门审计，确保董事会对经营层的有效监 督，完善公司治理结构，根据《中华人民共和国公司法》《上市公司治理准则》《上海证券交易 所股票上市规则》（以下简称"《上交所股票上市规则》"）《上海证券交易所上市公司自律监 管指引第1号——规范运作》《上市公司独立董事管理办法》《香港联合交易所有限公司证券上市 规则》（以下简称"《香港上市规则》"）《佳都科技集团股份有限公司章程》（以下简称"《公 司章程》"）《佳都科技集团股份有限公司董事会议事规则》等有关规定，公司特设立董事会审计 委员会，并制定本工作细则。 第二条 董事会审计委员会是董事会按照《公司章程》设立的专门工作机构，主要负责审核 公司财务信息及其披露、监督及评估内外部审计工作和内部控制。审计委员会是董事会下设的专 门委员会，对董事会负责，向董事会报告工作。审计委员会成员须保证足够的时间和精力履行委 员会的工作职责，勤勉尽责，切实有效地监督公司的外部审计，指导公司内部审计工作，促进公 司建立有效的内 ...

佳都科技集团股份有限公司 董事及高级管理人员所持本公司股份及其变动的管理制度（草案） （H股发行并上市后适用） （2025年9月修订） 第一章 总则 第一条 为加强对佳都科技集团股份有限公司（以下简称"公司"或"本公司"）董事和高级 管理人员（以下简称"董高人员"）所持本公司股份及其变动的管理，进一步明确相关办理程序， 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司董事和高级管理人员所 持本公司股份及其变动管理规则》《上市公司股东减持股份管理暂行办法》《上海证券交易所 上市公司自律监管指引第15号——股东及董事、高级管理人员减持股份》《香港联合交易所有 限公司证券上市规则》（以下简称"《香港上市规则》"，包括但不限于作为其附录的《上市 发行人董事进行证券交易的标准守则》（以下简称"《标准守则》"）和《企业管治守则》， 其中"香港联合交易所有限公司"以下简称"香港联交所"）、《证券及期货条例》等法律、 行政法规、规范性文件、公司股票上市地证券监管规则及《公司章程》的有关规定，特制定本 制度。 第二条 公司董高人员所持本公司股份，是指登记在其名下的和利用他人账户持有的所有 本公司股份。公司董高人员 ...

General Principles - The purpose of the rules is to standardize the board's decision-making processes and enhance the effectiveness of the board's operations [1] - The board must comply with relevant laws, regulations, and the company's articles of association [1] Board Composition - The board consists of 7 to 9 directors, including 3 to 4 independent directors [2] - At least one independent director must have appropriate professional qualifications or expertise in accounting or financial management [2] Board Powers - The board has the authority to convene shareholder meetings, execute resolutions, and determine the company's operational plans and investment proposals [2] - The board is responsible for formulating profit distribution plans, capital changes, and major acquisition proposals [2] Board Meetings - The board must hold at least four regular meetings annually [5] - Special meetings can be convened under specific circumstances, such as requests from shareholders or independent directors [7] Meeting Procedures - Written notices for regular meetings must be sent 14 days in advance, while notices for special meetings must be sent 3 days in advance [5] - Meetings can be held in person or through electronic means, ensuring all directors can express their opinions [20] Voting and Resolutions - Decisions require a majority vote from attending directors, with special resolutions needing a two-thirds majority [12] - Directors must avoid conflicts of interest and may need to abstain from voting on related proposals [29] Meeting Records - Detailed records of meetings must be kept, including attendance, agenda, and voting results [14] - Meeting records must be signed by attending directors, and any dissenting opinions should be documented [38] Implementation and Amendments - The rules take effect upon approval by the shareholders and must be interpreted by the board [41]