Core Points - The document outlines the independent director's annual report work system for Donghao Lansheng Exhibition Group Co., Ltd, aiming to enhance the quality of information disclosure and the role of independent directors in this process [1][2][3] Group 1: Responsibilities and Procedures - Independent directors are required to collaborate with the audit committee to fulfill their responsibilities diligently during the annual report preparation and disclosure process [1] - Company management must provide a comprehensive report to each independent director within 60 days after the end of each fiscal year, covering operational, regulatory, and financial matters, along with significant investment and financing activities [1] - Independent directors must verify the qualifications of the accounting firm proposed for appointment and the qualifications of the annual audit registered accountants [1][2] Group 2: Communication and Meetings - The financial officer must submit the annual audit work plan and related materials to independent directors in writing before the auditors commence their work [2] - At least one meeting should be arranged between independent directors and the annual audit registered accountants after the preliminary audit opinion is issued and before the board meeting to discuss any issues identified during the audit [2] - Independent directors need to pay close attention to the procedures and compliance of the board meeting regarding the annual report, and they should raise concerns if any discrepancies are found [2] Group 3: Confidentiality and Coordination - Independent directors must monitor the confidentiality of information during the annual report preparation process to prevent insider trading and other illegal activities [2] - The company secretary is responsible for facilitating communication between independent directors and management, ensuring that independent directors can effectively fulfill their duties during the annual report preparation [2][3] Group 4: Implementation and Compliance - The board of directors is responsible for formulating and interpreting this system, which will be implemented after approval by the board meeting [3]

东浩兰生会展集团股份有限公司 募集资金管理办法 （2025 年 8 月 修订） 第四条 公司董事会应当持续关注募集资金存放、管理和使用情况，有效防范 投资风险，提高募集资金使用效益。 公司的董事、高级管理人员应当勤勉尽责，确保公司募集资金安全，不得操控公 司擅自或变相改变募集资金用途。 第五条 募集资金投资项目通过公司的子公司或公司控制的其他企业实施的， 公司应当确保该子公司或控制的其他企业遵守本办法。募投项目通过公司的参股公司 实施的，相应的子公司、公司控制的其他企业或公司的参股公司应遵守本办法的各项 规定。 第六条 根据有关法律、法规的规定，公司应及时披露募集资金使用情况，充 分保障投资者的知情权。 第一章 总则 第一条 为了规范东浩兰生会展集团股份有限公司（以下称"公司"）募集资 金的管理，切实维护投资者的利益，依据《中华人民共和国公司法》、《中华人民共 和国证券法》、《上市公司证券发行注册管理办法》、《上市公司募集资金监管规则》 及《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、 规章的规定，结合公司实际情况，特制定本管理办法。 第二条 本办法所称募集资金是指公司通过发行 ...

General Principles - The rules are established to regulate the behavior of Donghao Lansheng Exhibition Group Co., Ltd. and ensure shareholders can exercise their rights according to the Company Law and Securities Law of the People's Republic of China [1][2] - The company must strictly follow legal and regulatory requirements when convening shareholder meetings, ensuring that all directors fulfill their responsibilities diligently [1][2] Shareholder Meeting Convening - The board of directors is responsible for convening the shareholder meeting within the specified timeframe, with independent directors having the right to propose a temporary meeting [3][4] - Shareholders holding more than 10% of the company's shares can request the board to convene a temporary meeting, and if the board does not respond within 10 days, they can approach the audit committee [4][5] Proposals and Notifications - Shareholders holding at least 1% of the shares can submit temporary proposals 10 days before the meeting, which must be included in the meeting notice [6][7] - The notice for the annual meeting must be sent 20 days in advance, while for temporary meetings, it should be sent 15 days prior [7][8] Meeting Procedures - The shareholder meeting must be held in Shanghai and can utilize online methods to facilitate participation [8][9] - Shareholders can attend in person or appoint proxies, and the meeting must maintain order and address any disruptions [9][10] Voting and Resolutions - Each share carries one voting right, and shareholders must declare their voting intentions as agree, disagree, or abstain [11][12] - The results of the voting must be announced immediately, and resolutions must be disclosed promptly [14][15] Record Keeping and Compliance - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for at least ten years [15][16] - Any resolutions that violate laws or regulations are deemed invalid, and shareholders can request annulment within 60 days if procedures are not followed [16][17]

General Principles - The company establishes an association transaction management system to regulate related transactions and protect the interests of the company and all shareholders [2] - The decision-making process for related transactions involves the shareholders' meeting, board of directors, and executive office according to the company's articles of association and this system [2][3] - The principles of related transactions include openness, fairness, justice, and good faith [2] Definition of Related Parties and Transactions - Related parties include both related legal entities and natural persons [6] - Legal entities are considered related if they directly or indirectly control the company or are controlled by related natural persons [7] - Natural persons are considered related if they hold more than 5% of the company's shares, are directors or senior management, or are closely related family members of such individuals [8] Approval Procedures for Related Transactions - Related transactions exceeding RMB 30 million and 5% of the latest audited net assets must be disclosed and submitted for shareholder approval [12] - Transactions with related legal entities exceeding RMB 300,000 and 0.5% of the latest audited net assets require approval from independent directors and the board [14] - Written agreements must be signed for related transactions, and the content should be clear and specific [16] Disclosure Requirements - Transactions with related legal entities over RMB 300,000 and 0.5% of the latest audited net assets must be disclosed promptly [21] - Transactions with related natural persons over RMB 30,000 must also be disclosed [22] - Disclosure announcements must include transaction pricing policies, the relationship between transaction prices and market values, and the impact of transactions on the company's financial status [24] Daily Related Transactions - Daily related transactions must follow specific disclosure and approval procedures, including annual reporting of actual performance [27] - If the terms of ongoing daily related transactions change significantly, new agreements must be submitted for approval [28] - Agreements exceeding three years must undergo re-evaluation and approval every three years [29]

General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior according to relevant laws and regulations [1][4] - The company is established as a joint-stock company in accordance with the regulations of Shanghai and has been registered with the Shanghai Market Supervision Administration [1][3] - The registered capital of the company is RMB 735,533,549 [3] Business Objectives and Scope - The company's business objective is to become an internationally recognized and domestically leading exhibition enterprise group, enhancing core competitiveness and service quality in the exhibition industry [4][5] - The business scope includes various services such as conference and exhibition services, cultural and artistic exchange activities, project planning, marketing planning, and technology services [5] Shares - The company's shares are issued in the form of stocks, with each share having equal rights [6][17] - The total number of issued shares is 735,533,549, all of which are ordinary shares [6][7] - The company can increase capital through various methods, including issuing new shares, with specific conditions for shareholder rights during such processes [8][23] Shareholders and Shareholder Meetings - Shareholders have rights to dividends, voting, and other benefits proportional to their shareholdings [14][34] - The company must hold an annual general meeting within six months after the end of the previous fiscal year, and special meetings can be called under certain conditions [21][48] - Shareholder proposals must be submitted in writing and can be made by shareholders holding at least 1% of the shares [26][59] Board of Directors and Management - The board of directors is responsible for the overall management of the company, and independent directors are required to ensure transparency and accountability [18][19] - The company must establish an audit committee to oversee financial practices and ensure compliance with laws and regulations [17][39] Financial Accounting and Auditing - The company is required to maintain a financial accounting system and undergo internal audits [8][4] - The appointment of external auditors must be approved by the shareholders [8][20] Amendments and Legal Compliance - The company's articles of association can be amended through a special resolution passed by the shareholders [32] - The company must comply with all relevant laws and regulations, including those related to shareholder rights and corporate governance [18][19]

General Principles - The management system for shareholding changes of directors and senior management of Donghao Lansheng Exhibition Group Co., Ltd. is established to regulate the management of shares held by these individuals in accordance with relevant laws and regulations [2][3] - Directors and senior management must comply with the restrictions on share changes as stipulated in the Company Law, Securities Law, and other relevant regulations [2][3] Shareholding Commitments - Directors and senior management are required to strictly adhere to any commitments made regarding the proportion, duration, method, quantity, and price of shareholding changes [3] - They must be aware of the prohibitions against insider trading and market manipulation before engaging in any transactions involving the company's shares [3] Reporting and Disclosure - Directors and senior management must report their personal information and any changes in shareholding within specified timeframes, including new appointments and changes in personal information [4][5] - Any changes in shareholding must be reported within two trading days, including details such as the number of shares held before and after the change, the date, quantity, price, and reasons for the change [6][8] Share Reduction Plans - If directors and senior management plan to reduce their shareholdings, they must submit a reduction plan to the Shanghai Stock Exchange, detailing the number of shares, time frame, price range, and reasons for the reduction [7] - After completing a reduction plan, they must report and announce the results within two trading days [10] Prohibited Trading Periods - Directors and senior management are prohibited from trading the company's shares during specific periods, such as 15 days before the announcement of annual or semi-annual reports [11] - They are also restricted from engaging in margin trading or derivative transactions involving the company's shares [12] Transfer Limitations - During their term and for six months after, directors and senior management can only transfer up to 25% of their total shareholdings each year, with certain exceptions [9][12] - Shares held for less than one year or during specific legal investigations cannot be transferred [12] Legal Compliance - The company and its directors and senior management must ensure that all reported data is truthful, accurate, timely, and complete, and they bear legal responsibility for any discrepancies [8] - Any violations of the Securities Law regarding share trading must result in the company recovering any profits made from such transactions [11]

Core Viewpoint - The document outlines the information disclosure management system of Donghao Lansheng Exhibition Group Co., Ltd, emphasizing the importance of timely, accurate, and complete information disclosure to protect the rights of the company and its investors [1][2]. Group 1: General Principles - The company must disclose information that could significantly impact the trading price of its securities in a timely and lawful manner [3][4]. - All disclosed information should be truthful, accurate, complete, and easily understandable, without any misleading statements or omissions [5][6]. - Information must be disclosed simultaneously to all investors, and insider information must not be leaked before its official disclosure [7][8]. Group 2: Disclosure Content and Standards - The company is required to disclose periodic reports, including annual, semi-annual, and quarterly reports, which must contain significant information affecting investor decisions [14][15]. - Annual reports must be audited by a qualified accounting firm and disclosed within four months after the fiscal year-end [16][17]. - The company must disclose any expected significant changes in financial performance or operating results within specified timeframes [22][23]. Group 3: Temporary Reports - Any transactions meeting certain thresholds, such as involving assets over 10% of total assets or significant profit impacts, must be disclosed promptly [27][28]. - Major events that could affect the company's securities trading price must be reported immediately, including changes in business direction, significant investments, or legal issues [30][31]. Group 4: Responsibilities and Procedures - The board of directors is responsible for overseeing the information disclosure process, with the chairman as the primary responsible person [41][42]. - The company must establish a clear reporting procedure for significant information, ensuring timely communication to the board and relevant parties [45][46]. - The audit committee is tasked with supervising the information disclosure practices of the company's directors and senior management [48][49]. Group 5: Media and Archive Management - The company designates specific media outlets for publishing disclosures, ensuring that information is accessible to the public [64][65]. - All disclosure documents must be archived for public access, with a clear management system in place for both current and past records [66][67]. Group 6: Confidentiality and Accountability - Individuals with knowledge of undisclosed information are required to maintain confidentiality until the information is publicly disclosed [68][69]. - The company may hold accountable those who fail to report or disclose information in a timely manner, potentially leading to disciplinary actions [70][71].

东浩兰生会展集团股份有限公司 第一条 为规范东浩兰生会展集团股份有限公司（以下简称"公司"）和其他信 息披露义务人信息披露暂缓、豁免行为，加强信息披露监管，保护投资者合法权益， 根据《中华人民共和国证券法》《上市公司信息披露管理办法》《上海证券交易所股 票上市规则》等法律法规的规定和《东浩兰生会展集团股份有限公司章程》，制定本 制度。 第二条 公司和相关信息披露义务人暂缓、豁免披露临时报告，在定期报告、临 时报告中豁免披露中国证监会和上海证券交易所规定或者要求披露的内容，适用本制 度。 第三条 公司和相关信息披露义务人应当真实、准确、完整、及时、公平地披露 信息，不得滥用暂缓或者豁免披露规避信息披露义务、误导投资者，不得实施内幕交 易、操纵市场等违法行为。 第四条 公司和相关信息披露义务人应当审慎确定信息披露暂缓、豁免事项，履 行内部审核程序后实施。 信息披露暂缓与豁免管理制度 （2025 年 8 月 4 日） 第一章 总则 第二章 暂缓、豁免信息的范围 第五条 公司和相关信息披露义务人有确实充分的证据证明拟披露的信息涉及 国家秘密或者其他因披露可能导致违反国家保密规定、管理要求的事项（以下统称"国 家秘密" ...

General Overview - The document outlines the work system for the Secretary of the Board of Directors of Donghao Lansheng Exhibition Group Co., Ltd, aiming to enhance corporate governance and regulate the appointment, duties, training, and assessment of the board secretary [2][29]. Appointment - The board secretary must be appointed within three months after the company's initial public offering or within three months after the previous secretary's departure [4]. - Candidates for the board secretary must possess good professional ethics, relevant financial, management, and legal knowledge, and necessary work experience, along with completion of required training [4][8]. - Individuals with certain disqualifying conditions, such as recent administrative penalties from the China Securities Regulatory Commission, are prohibited from serving as board secretary [4][9]. Responsibilities - The board secretary is responsible for managing information disclosure, coordinating communication with investors and regulatory bodies, and organizing board and shareholder meetings [6][15]. - The secretary must ensure compliance with legal and regulatory requirements and maintain confidentiality regarding undisclosed significant information [6][15][22]. - The board secretary plays a crucial role in enhancing corporate governance mechanisms and managing investor relations [7][17]. Training and Assessment - Candidates for the board secretary position must undergo training recognized by the Shanghai Stock Exchange and participate in ongoing training every two years [8][24]. - The board secretary is subject to annual assessments by the board and must submit performance reports as required by the Shanghai Stock Exchange [8][26][27]. Miscellaneous - The document specifies that the board secretary must sign a confidentiality agreement and that the company should appoint a securities affairs representative to assist the secretary [8][23]. - The work system is subject to interpretation and revision by the company's board of directors [9][29].

Core Points - The article outlines the implementation rules for the Audit Committee of Donghao Lansheng Exhibition Group Co., Ltd, aiming to enhance the company's internal supervision mechanism and ensure effective oversight of the management by the board of directors [2][3]. Group 1: General Provisions - The Audit Committee is established to strengthen the decision-making function of the board and improve the corporate governance structure [2]. - The committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [2][3]. Group 2: Composition of the Committee - The Audit Committee consists of at least three directors who are not senior management, with a majority being independent directors, including at least one professional accountant [3]. - The committee members are nominated by the chairman or a majority of independent directors and elected by the board [3]. Group 3: Responsibilities and Authority - The main responsibilities include supervising internal audits, evaluating external audits, reviewing financial disclosures, and exercising the powers of the supervisory board as stipulated by law [8][9]. - Certain matters require the approval of more than half of the committee members before being submitted to the board for consideration [9]. Group 4: Decision-Making Procedures - The committee meetings are held at least quarterly, with provisions for special meetings as needed [15]. - A quorum of two-thirds of the members is required for meetings, and decisions must be approved by a majority [25]. Group 5: Reporting and Evaluation - The Audit Committee must submit evaluation reports on the performance of external auditors and the effectiveness of internal audits to the board at least annually [6][18]. - The committee is tasked with ensuring that any significant issues identified during audits are reported and addressed promptly [7][8]. Group 6: Miscellaneous Provisions - The implementation rules are effective upon approval by the board and are subject to amendments in accordance with national laws and regulations [37][38]. - The board is responsible for interpreting these rules [39].