Core Viewpoint - The document outlines the decision-making system for related party transactions of Shanghai Yashi Investment Development Co., Ltd, ensuring fairness, legality, and transparency in transactions with related parties to protect the interests of the company and non-related shareholders [1][2]. Group 1: General Principles - The company must ensure that related party transactions are legal, necessary, reasonable, and fair, maintaining independence and not using these transactions to manipulate financial indicators [1][2]. - Related party transactions must comply with relevant laws, regulations, and the company's articles of association [2]. Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have a controlling or significant influence over the company [2][3]. - Specific criteria for identifying related legal entities include control relationships and ownership of more than 5% of shares [2][3]. Group 3: Related Transactions - Related transactions involve the transfer of resources or obligations between the company and its related parties, including various types of agreements and contracts [4][5]. - The company must take effective measures to prevent related parties from interfering with its operations through monopolistic practices [5]. Group 4: Decision-Making Procedures - Contracts or agreements involving related transactions must be in writing and adhere to principles of equality and mutual benefit [5][6]. - The board of directors must avoid conflicts of interest during the approval of related transactions, with related directors required to abstain from voting [6][8]. Group 5: Approval and Disclosure Standards - Transactions exceeding certain thresholds, such as 300,000 yuan for natural persons or 30 million yuan for legal entities, require board approval and must be disclosed [10][14]. - The company must hire independent financial advisors for significant related transactions to ensure fairness and reasonableness [11][14]. Group 6: Information Disclosure - The company must disclose related transactions that meet specific criteria, including transaction amounts and the nature of the relationships involved [32][34]. - Disclosure must include details such as transaction parties, pricing, and any relevant approvals from regulatory bodies [36][37]. Group 7: Other Provisions - The company must maintain records of related transaction decisions for a period of 10 years [47]. - The decision-making system will take effect upon approval by the company's shareholders and will supersede any previous related transaction decision-making systems [51].

上海雅仕投资发展股份有限公司 对外担保管理制度 上海雅仕投资发展股份有限公司 对外担保管理制度 二〇二五年八月 上海雅仕投资发展股份有限公司 对外担保管理制度 第一章 总 则 第一条 为了维护投资者的合法权益，规范上海雅仕投资发展股份有限公司 （以下简称"公司"）对外担保行为，有效控制公司资产运营风险，保证公司资 产安全，促进公司健康稳定地发展，根据《中华人民共和国民法典》《中华人民 共和国公司法》、中国证监会《上市公司监管指引第 8 号——上市公司资金往来、 对外担保的监管要求》和其他相关法律、法规、规范性文件及《上海雅仕投资发 展股份有限公司章程》（以下简称"《公司章程》"）的规定，特制订本制度。 第二条 本制度适用于本公司及本公司的全资、控股子公司和公司拥有实际 控制权的参股公司（以下简称"子公司"）。 第三条 本制度所称对外担保（以下简称"担保"）是指公司以自有资产或信 誉为任何其他单位或个人提供的保证、资产抵押、质押以及其他担保事宜。具体 种类包括借款担保、银行开立信用证和银行承兑汇票担保、开具保函的担保等。 第四条 本公司为子公司提供的担保视同对外担保。 第五条 公司对外担保应遵守下列基本规定： ...

General Principles - The internal audit management system aims to standardize internal audit work, clarify the responsibilities of the internal audit organization and personnel, and enhance internal control, management improvement, and economic efficiency [1][2] - Internal audit is defined as an independent and objective evaluation and supervision of financial expenditures, economic activities, internal controls, and risk management within the company and its subsidiaries [1][2] Objectives of Internal Audit - The overall goals of internal audit include improving the quality of accounting information, ensuring compliance with financial regulations, monitoring the execution of company policies, safeguarding company assets, and providing recommendations for enhancing internal controls [1][2] Internal Audit Organization and Personnel - The company will establish an audit department as a dedicated internal audit organization, with a structured team based on business scale and needs [2][3] - Internal audit personnel must possess relevant political qualities, professional qualifications, knowledge, experience, and effective communication skills [2][3] Audit Scope and Content - The internal audit will cover all subsidiaries, departments, and other established organizations, focusing on the authenticity and legality of financial reports and operational results [4][5] - The audit will also include compliance with company regulations and the effectiveness of internal controls [4][5] Responsibilities of Internal Audit - The internal audit department is responsible for formulating annual and specific audit plans, conducting comprehensive audits of financial and operational activities, and establishing operational norms for audit work [5][6] - The audit department must report audit plans, results, and statistics to the company's board and relevant committees [5][6] Audit Types and Methods - Various types of internal audits include financial statement audits, financial expenditure audits, compliance audits, internal control audits, and special investigations as deemed necessary by the board [8][9] - Audit methods may include document review, on-site audits, and online real-time audits to enhance efficiency [8][9] Audit Procedures - The internal audit process involves setting annual goals, communicating with management, preparing audit plans, and conducting audits according to established procedures [10][11] - Audit reports must be objective, accurate, and clear, summarizing the audit's purpose, scope, findings, and recommendations [13][14] Audit Documentation and Management - Internal audit documentation must comply with national laws and company policies, including audit notifications, reports, working papers, and evidence [14][15] - The audit department is responsible for maintaining comprehensive audit archives and ensuring the confidentiality of audit materials [14][15] Rewards and Penalties - The internal audit department can recommend improvements to governance structures and propose accountability measures for units or individuals responsible for significant losses or violations [16][17] - Any retaliation against internal auditors or violations of audit protocols will be subject to legal consequences [16][17]

Core Viewpoint - The document outlines the management measures to prevent the controlling shareholder, actual controller, and related parties from occupying the funds of Shanghai Yashi Investment Development Co., Ltd, aiming to protect the interests of the company and its shareholders [1][2]. Group 1: General Principles - The measures are established to strengthen and standardize the company's fund management, preventing fund occupation by controlling shareholders and related parties [1]. - The provisions apply to fund transactions between the company and its controlling shareholders, actual controllers, and related parties, including subsidiaries [1][2]. Group 2: Definition of Fund Occupation - Fund occupation includes both operational and non-operational fund occupation [2]. - Operational fund occupation arises from related transactions in production and operation, while non-operational fund occupation involves payments for wages, benefits, and other expenses on behalf of the controlling shareholders or related parties [2][3]. Group 3: Prevention Principles - The company must not allow fund occupation through various means, including paying expenses for controlling shareholders or lending funds without proper transactions [3][4]. - The controlling shareholders and related parties are prohibited from occupying company funds through any form of related transactions or asset restructuring [4]. Group 4: Preventive Measures - The board of directors is responsible for managing the prevention of fund occupation, and all relevant personnel must monitor fund flows strictly [5][6]. - A leadership group is established to oversee the prevention measures, consisting of the chairman, general manager, and financial officer [5]. Group 5: Responsibilities and Accountability - Violations of the measures by controlling shareholders or related parties will result in compensation responsibilities, and relevant personnel may face disciplinary actions [10][11]. - The board will implement mechanisms to freeze shares held by those who occupy company funds, ensuring accountability [19][20]. Group 6: Implementation and Amendments - The measures will take effect upon approval by the board and will replace previous regulations on fund occupation [12].

Core Viewpoint - The document outlines the internal reporting system for significant information at Shanghai Yashi Investment Development Co., Ltd, aiming to ensure timely, accurate, and comprehensive disclosure of information that may significantly impact the company's stock and derivatives trading prices [1][2][3]. Group 1: General Provisions - The internal reporting system is established to manage significant information effectively and protect investors' rights [1]. - The system applies to the company, its departments, wholly-owned subsidiaries, controlling subsidiaries, and affiliated companies [1]. - Individuals responsible for reporting significant information include directors, senior management, department heads, and major shareholders [1][2]. Group 2: Content of Significant Information - Significant information includes major transactions, related party transactions, major lawsuits, and significant risk matters [2][3]. - Major transactions are defined as those outside daily operations, including asset purchases or sales, external investments, and guarantees [2][3]. - Related party transactions must be reported if they exceed specified monetary thresholds, such as 300,000 yuan for legal entities [4]. Group 3: Reporting Procedures and Requirements - Designated personnel in each department must report significant information to the board chairman and board secretary immediately upon awareness [10][11]. - The reporting must be accurate, complete, and timely, with a focus on preventing false reports or omissions [11][12]. - The board secretary is responsible for analyzing reported information and determining if it requires further disclosure [11][12]. Group 4: Responsibilities and Penalties - Individuals responsible for reporting must ensure confidentiality until the board discloses the information [12][13]. - Failure to report significant information or inaccuracies can lead to disciplinary actions against responsible parties [12][13]. - The document emphasizes the importance of compliance with relevant laws and regulations regarding information disclosure [13].

Core Viewpoint - The document outlines the insider information management system of Shanghai Yashi Investment Development Co., Ltd, aiming to enhance confidentiality and compliance with relevant laws and regulations regarding insider information disclosure. Group 1: General Provisions - The system is established to regulate insider information management and strengthen confidentiality within the company, in accordance with various laws including the Company Law and Securities Law [1][2]. - The system applies to the company, its subsidiaries, and any entities significantly influenced by the company [1]. Group 2: Management and Responsibilities - The Board of Directors is designated as the management body for insider information, responsible for maintaining accurate and complete records of insider information personnel [2]. - The Chairman of the Board is the primary responsible person for insider information management, while the Board Secretary oversees confidentiality efforts [2][3]. Group 3: Definition and Scope of Insider Information - Insider information refers to non-public information that could significantly impact the company's operations, finances, or stock prices [3][4]. - The scope of insider information includes major events that could affect stock trading prices, such as asset sales exceeding 30% of major assets [3][4]. Group 4: Registration and Record-Keeping - Insider information personnel must be registered individually for each piece of insider information, with detailed records maintained regarding the timing, location, and nature of the information [5][6]. - The company must compile and submit insider information personnel records and significant event progress memos within five trading days after the information is publicly disclosed [8][9]. Group 5: Confidentiality and Accountability - Insider information personnel are obligated to maintain confidentiality and are prohibited from disclosing or using insider information for personal gain before it is publicly disclosed [10][11]. - The company is required to conduct self-inspections regarding insider trading activities and report any violations to regulatory authorities [11][12].

第一条 为了规范上海雅仕投资发展股份有限公司(以下简称"公司"）信息披 露暂缓与豁免行为，保证公司及相关信息披露义务人依法合规履行信息披露义务， 根据《中华人民共和国保守国家秘密法》《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"）《上市公司信息披露管理办 法》《上海证券交易所上市公司自律监管指引第2号——信息披露事务管理》《上 市公司信息披露暂缓与豁免管理规定》以及《信息披露管理制度》等有关规定， 制定本制度。 第二条 公司及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券监督管理委员会（以下简称中国证监会）和证券交 易所规定或者要求披露的内容，适用本制度。 第三条 公司和其他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。 上海雅仕投资发展股份有限公司 信息披露暂缓与豁免业务管理制度 上海雅仕投资发展股份有限公司 信息披露暂缓与豁免业务管理制度 二〇二五年八月 上海雅仕投资发展股份有限公司 信息披露暂缓与豁免业务管理制度 第一章 总则 ...

Core Viewpoint - The training system for directors and senior management at Shanghai Yashi Investment Development Co., Ltd. aims to enhance governance awareness and operational standards in compliance with relevant laws and regulations [1][10]. Group 1: General Principles - The system is established to improve the governance of the company and enhance the professional conduct and operational awareness of its directors and senior management [1]. - The training targets include the chairman, directors, independent directors, general manager, deputy general managers, financial director, board secretary, and securities affairs representatives [1]. Group 2: Training Content, Purpose, and Requirements - Training for the chairman and general manager covers domestic and international capital market conditions, information disclosure requirements, governance principles, rights and responsibilities, and the latest policies on financing and mergers [2]. - Training for directors (excluding independent directors) and other senior management focuses on the legal framework of listed companies, rights and responsibilities, information disclosure requirements, governance principles, and policies on related transactions and refinancing [2]. - The financial director's training includes the legal framework, latest accounting standards, related transactions, and information disclosure rules [2]. - The board secretary's training emphasizes the legal framework, rights and responsibilities, information disclosure norms, and operational practices [3]. - Independent directors receive training on the latest laws and regulations, accounting standards, and governance frameworks [3]. Group 3: Training Formats - Training is categorized into external and internal formats, with external training organized by regulatory bodies and internal training conducted by the company or invited professionals [5]. - Directors and board secretaries must complete at least one external training session during their tenure and obtain a training certificate [5][6]. - The company organizes regular or irregular training sessions during board meetings [6]. Group 4: Training Organization - The board of directors oversees the training program, with the board secretary responsible for specific operations [14]. - The board office maintains records of training participation, including content, location, time, and certification [15]. - The company collects training information from external institutions to plan training sessions and coordinates logistics for participants [17]. Group 5: Training Supervision - The company summarizes training activities and reports to the China Securities Regulatory Commission [20]. - The training plan details participants, content, timing, hours, and instructor arrangements [21]. - Training attendance is assessed and included in the annual performance evaluation of participants [23].

Core Points - The document outlines the external information reporting and usage management system of Shanghai Yashi Investment Development Co., Ltd, aiming to ensure fair information disclosure and prevent insider trading and information leaks [1][2][3] Group 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] - The scope of the system includes the company, its departments, subsidiaries, and relevant personnel involved in external information reporting [1][2] Group 2: Management and Process of External Information Reporting - The company’s board secretary is responsible for the review and management of external information reporting [2] - Company directors and senior management must adhere to legal requirements for information disclosure and maintain confidentiality before public disclosure of reports [2][3] - The company is prohibited from disclosing any information to external parties before the official release of periodic reports [2][3] Group 3: External Information Usage Management - External parties receiving undisclosed significant information must implement effective confidentiality measures and are prohibited from using such information for trading [5][6] - In case of any breach of confidentiality leading to information leakage, the company must be notified immediately, and it will report to the Shanghai Stock Exchange [6][8] - The company reserves the right to seek compensation for economic losses caused by external parties misusing undisclosed information [6][8]

Core Points - The document outlines the information disclosure management system of Shanghai Yashi Investment Development Co., Ltd, aiming to standardize disclosure practices, protect investor rights, and ensure the accuracy and timeliness of information [1][2][3] Group 1: Information Disclosure Obligations - Information disclosure obligations apply to the company, its board of directors, senior management, shareholders, and other relevant parties [2][3] - The company must ensure that all disclosed information is truthful, accurate, complete, and understandable, avoiding misleading statements or omissions [5][6] - All investors must receive disclosed information simultaneously, with no advance disclosures to any individual or entity [3][4] Group 2: Disclosure Principles - The company and its information disclosure obligors must fulfill their disclosure obligations in a timely manner, ensuring the information is clear and comprehensible [5][6] - The company can voluntarily disclose information relevant to investors' decision-making, provided it does not conflict with legally required disclosures [7][8] Group 3: Types of Reports - The company is required to disclose periodic reports, including annual, semi-annual, and quarterly reports, which must contain significant information affecting investor decisions [7][10] - The annual report must be audited by a qualified accounting firm, while semi-annual reports may not require an audit unless specific conditions are met [9][10] Group 4: Temporary Reports - Temporary reports must be issued for significant events that could impact the company's securities trading prices, including major decisions and transactions [17][18] - The company must disclose any major events immediately upon knowledge, detailing the event's cause, current status, and potential impacts [19][20] Group 5: Responsibilities and Management - The chairman of the board is the primary responsible person for information disclosure, while the board secretary manages daily disclosure tasks [34][35] - The board of directors must regularly review the implementation of the information disclosure management system and address any identified issues [39][40] Group 6: Confidentiality and Insider Information - Individuals with access to insider information are prohibited from disclosing it before public announcement and must maintain confidentiality [50][51] - The company must manage insider information and ensure that all relevant parties are aware of their confidentiality obligations [52][53] Group 7: Compliance and Penalties - Violations of the information disclosure management system may result in disciplinary actions against responsible individuals, including warnings or termination [72][73] - The company retains the right to pursue legal action against individuals responsible for significant disclosure failures that result in losses [74][75]