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].

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]

Core Viewpoint - The draft work rules for the Remuneration and Assessment Committee of Jiadu Technology Group Co., Ltd. aim to establish a sound assessment and remuneration management system for senior management, enhancing corporate governance structure [1]. Group 1: General Provisions - The Remuneration and Assessment Committee is established to formulate assessment standards for senior management and review remuneration policies [1]. - The committee is responsible to the board of directors and consists of three to four members, with a majority being independent directors [3]. Group 2: Composition of the Committee - The committee members are nominated by the chairman, a majority of independent directors, or one-third of all directors, and elected by the board [5]. - The chairperson of the committee is an independent director and is elected from among the committee members [6]. Group 3: Responsibilities and Authority - The committee is tasked with developing and reviewing remuneration policies for directors and senior management, and making recommendations to the board [6]. - It must ensure that no director participates in determining their own remuneration [7]. - The committee is also responsible for reviewing and approving compensation arrangements related to termination of directors or senior management [7]. Group 4: Decision-Making Procedures - The committee's working group prepares necessary materials for decision-making, including financial indicators and performance evaluations [9]. - The committee conducts performance assessments of senior management and finalizes remuneration distribution plans based on board-approved salary proposals [13]. Group 5: Meeting Rules - Meetings are convened by the chairperson, and decisions require a majority vote from committee members [10]. - The committee may invite directors and senior management to attend meetings as necessary [10]. - Confidentiality obligations are imposed on all attendees regarding meeting discussions [10]. Group 6: Supplementary Provisions - Any matters not covered by these rules will follow relevant laws, regulations, and the company's articles of association [12]. - The rules will take effect upon the company's H-share issuance and approval by the China Securities Regulatory Commission [13].

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 ...