Core Points - The article outlines the resignation management system for the board of directors of Tianchuang Fashion Co., Ltd, aiming to ensure governance stability and protect the rights of the company and its shareholders [2][3] - The system is based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China, and is tailored to the company's specific circumstances [2][3] Summary by Sections General Principles - The system applies to all directors, including independent directors, who leave due to term expiration, voluntary resignation, dismissal, or other reasons [2] - The management of director resignations should adhere to principles of legality, transparency, smooth transition, and protection of shareholder rights [4] Resignation Circumstances and Effectiveness - Resignation scenarios include term expiration without re-election, voluntary resignation, dismissal, and other causes leading to actual resignation [4] - Directors can resign before their term ends by submitting a written resignation report to the board, which becomes effective upon receipt [3][4] Disclosure and Replacement - The company must disclose the resignation details within two trading days, including reasons and impacts on the company [3] - A replacement for the resigning director must be completed within 60 days to ensure compliance with legal and regulatory requirements [3] Responsibilities and Obligations of Resigning Directors - Resigning directors must complete handover procedures within ten days of leaving, including transferring relevant documents and responsibilities [11] - Directors remain obligated to fulfill any public commitments made during their tenure, regardless of the reason for their resignation [12] Shareholding Management of Resigning Directors - Resigning directors are prohibited from transferring their shares within six months of leaving the company [18] - Any changes in shareholding must comply with commitments made regarding shareholding ratios, holding periods, and transfer methods [19] Applicability and Enforcement - The provisions of this system also apply to senior management personnel of the company [21] - The system will take effect upon approval by the company's shareholders and will be revised as necessary [25]

General Principles - The internal audit management system aims to standardize and institutionalize the internal audit work of the company, enhancing the quality of internal audits and improving operational management and economic efficiency [2][3] - The system is based on various laws and regulations, including the Company Law and the Audit Law of the People's Republic of China, as well as the company's actual situation [2] Internal Audit Organization and Personnel - The audit committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [5] - The audit department operates independently, reporting to the board of directors and the audit committee, and must not be influenced by the finance department [3][4] - Audit personnel are required to possess high ethical standards, strong analytical skills, and relevant professional capabilities [8][9] Responsibilities and Authority of Internal Audit - The audit department conducts evaluations of internal control systems, audits financial data, and assists in establishing anti-fraud mechanisms [5][6] - The department must report to the audit committee at least quarterly and submit an annual internal audit report [5][6] - The audit committee supervises the audit department's work and ensures compliance with legal and regulatory requirements [6] Internal Audit Procedures - The audit process includes preparation, implementation, reporting, and follow-up stages, ensuring thorough documentation and evidence collection [10][11] - Audit reports must be objective, clear, and timely, providing actionable recommendations for improvement [12][13] - The audited units are required to rectify issues identified in the audit reports and report back on the implementation of corrective measures [25] Management of Audit Archives - Audit documentation must be preserved for ten years, including audit plans, reports, and evidence collected during audits [26][27] - The audit department is responsible for managing these archives, ensuring proper access and confidentiality [28][29] Supplementary Provisions - The internal audit management system is subject to national laws and regulations, and any inconsistencies will defer to these higher legal standards [30][31] - The system is effective upon approval by the company's board of directors [33]

Core Points - The article outlines the implementation details of the cumulative voting system for Tianchuang Fashion Co., Ltd, aimed at enhancing corporate governance and ensuring shareholders can fully exercise their rights [1][2] - The cumulative voting system allows shareholders to allocate their voting rights in a flexible manner when electing multiple directors, either concentrating votes on one candidate or distributing them among several [1][2] Section Summaries General Provisions - The cumulative voting system is defined as a method where shareholders have voting rights equal to the number of directors to be elected multiplied by their shareholding [1] - The rules are established in accordance with various laws and regulations, including the Company Law and the Securities Law of the People's Republic of China [1] Nomination of Director Candidates - The board of directors, audit committee, or shareholders holding more than 1% of the voting shares can nominate candidates for directors [6] - Nominations must be accompanied by the nominee's consent and detailed personal information [3][6] Voting for Director Candidates - The voting process under the cumulative voting system requires clear communication to shareholders about the voting method and the preparation of suitable ballots [12] - Separate voting is conducted for independent and non-independent directors, with specific calculations for the number of votes each shareholder can cast [4] Election of Directors - The election results are determined based on the number of votes received, with a requirement that the total votes for elected directors exceed half of the voting rights held by attending shareholders [16] - In case of ties in votes, a re-election process is initiated to ensure the correct number of directors is elected [18][19] Additional Provisions - The document specifies that any inconsistencies with national laws will defer to those laws, and the board of directors is responsible for the formulation and interpretation of these rules [24][25][8]

General Provisions - The company establishes a network voting system for shareholders' meetings to enhance the exercise of voting rights and protect investors' legal rights [2][3] - The network voting refers to the process where shareholders use the Shanghai Stock Exchange's system to cast their votes [2] Notification and Preparation for Network Voting - The notice for the shareholders' meeting must include the meeting's time, location, agenda items, and the rights of shareholders to attend and vote [3][4] - The company must submit a network voting application to the information company and publish the meeting notice on the Shanghai Stock Exchange's website [3][4] - Shareholders holding more than 1% of the company's shares can propose temporary motions ten days before the meeting [3][5] Procedures for Network Voting - The shareholders' meeting must be held on a trading day, and shareholders can vote through designated trading platforms [7][8] - Shareholders with multiple accounts can aggregate their voting rights across all accounts [8] Results Statistics and Inquiry of Network Voting - After the voting ends, the information company will provide the voting results to the company, which must confirm the compliance of the voting data [10][11] - The company must disclose the voting results promptly, especially if there are significant matters affecting minority investors [11] Supplementary Provisions - The system will take effect upon approval by the shareholders' meeting and will be subject to relevant national laws and regulations [12]

天创时尚股份有限公司 投资者关系管理制度 第一章 总则 第一条 为进一步完善天创时尚股份有限公司（以下简称"公司"）治理结构，规范投 资者关系工作，加强公司与投资者和潜在投资者（以下统称"投资者"）之间的沟通，加深 投资者对公司的了解和认同，促进公司和投资者之间长期、稳定的良好关系，提升公司 的诚信度、核心竞争能力和持续发展能力，实现公司价值最大化和股东利益最大化，根 据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司投资者关系管理工 作指引》《上海证券交易所股票上市规则》《上海证券交易所上市公司自律监管指引第1 号——规范运作》等有关法律、法规和《天创时尚股份有限公司章程》（以下简称"《公 司章程》"）的相关规定，结合本公司实际情况，特制定本制度。 第二条 投资者关系管理是指公司通过便利股东权利行使、信息披露、互动交流和诉 求处理等工作，加强与投资者及潜在投资者之间的沟通，增进投资者对公司的了解和认 同，以提升公司治理水平和企业整体价值，实现尊重投资者、回报投资者、保护投资者 目的的相关活动。 第三条 公司及其董事、高级管理人员和工作人员开展投资者关系管理工作，应当严 格审查向外界传达的信息，遵守 ...

General Principles - The management measures for the shares held by the directors and senior management of Tianchuang Fashion Co., Ltd. aim to strengthen the management of shareholding changes, maintain market order, and protect investors' rights [1][2] - The measures are based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] Shareholding and Trading Restrictions - Shares held by directors and senior management include those registered in their names and those held through others' accounts [2] - Directors and senior management are prohibited from transferring shares under specific circumstances, such as within one year of the company's stock listing or within six months after leaving the company [2][3] - They cannot sell shares within six months of purchase or repurchase shares within six months of sale, with any profits from such transactions being returned to the company [3] Trading Blackout Periods - Directors and senior management are restricted from trading shares during specific periods, including 15 days before the announcement of annual or semi-annual reports and five days before quarterly reports [4] Information Disclosure and Reporting - The company secretary is responsible for managing the shareholding data of directors and senior management and must report any violations to regulatory authorities [9] - Changes in shareholding must be reported within two trading days, including details such as the number of shares before and after the change [15] Share Transfer Management - Directors and senior management can only transfer up to 25% of their shares in a year, with exceptions for judicial enforcement or inheritance [9][10] - Shares held under lock-up conditions can only be transferred once the conditions are met, and the company must apply for the release of such restrictions [24] Responsibilities and Penalties - Violations of these measures can lead to penalties, including warnings, demotions, or legal action, depending on the severity of the violation [27][28] - The company must report any illegal trading activities to the relevant authorities and may require responsible individuals to publicly apologize if significant harm is caused [29]

天创时尚股份有限公司 董事和高级管理人员薪酬与考核管理制度 （一）公平原则，体现收入水平符合公司规模与业绩的原则，同时兼顾市场薪酬水 平； （二）责、权、利统一原则，体现薪酬与岗位价值高低、履行责任义务大小相符； （三）长远发展原则，体现薪酬与公司持续健康发展的目标相符； （四）激励约束并重原则，体现薪酬发放与考核、奖惩挂钩，与激励机制挂钩。 第二章 董事、高级管理人员薪酬管理机构 第四条 董事会薪酬与考核委员会是董事、高级管理人员薪酬管理、考核和监督的专 门机构，主要负责以下工作： （一）负责拟定薪酬计划或方案，并对公司董事、高级管理人员进行年度绩效考评， 提出年度绩效奖金方案，经董事会批准后实施。 （二）对公司薪酬制度执行情况进行监督，对董事、高级管理人员所披露薪酬发表 审核意见。 第五条 公司人资中心协助董事会薪酬与考核委员会对公司高级管理人员的绩效考核， 负责薪酬方案的具体实施，以及薪酬日常发放管理工作。 第一章 总则 第一条 为进一步推动天创时尚股份有限公司（以下简称"公司"）建立科学有效的 激励与约束机制，有效调动公司董事、高级管理人员的工作积极性和创造性，提高公司 的经营管理效益，实现股东和公司 ...

天创时尚股份有限公司 信息披露暂缓与豁免业务的内部管理制度 第一条 为规范天创时尚股份有限公司（以下简称"公司"）信息披露暂缓与豁免行为，督促 公司依法合规履行信息披露义务，保护投资者的合法权益，根据《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》等规定，特制定本制度。 第二条 公司按照《股票上市规则》及上海证券交易所其他相关业务规则的规定，办理信息 披露暂缓、豁免业务的，适用本制度。 第三条 公司自行审慎判断存在《股票上市规则》规定的暂缓、豁免情形的应披露信息，并 接受上海证券交易所对有关信息披露暂缓、豁免事项的事后监管。 第四条 公司及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，应当豁免披露。 公司及相关信息披露义务人应当遵守国家保密法律制度，履行保密义务，不得通过信息披 露、投资者互动问答、新闻发布、接受采访等任何形式泄露国家秘密，不得以信息涉密为名进 行业务宣传。 第五条 公司及相关信息披露义务人拟披露的信息属于商业秘密 ...

Core Points - The article outlines the work system for independent directors in the annual report process of Tianchuang Fashion Co., Ltd, aiming to enhance corporate governance and internal control [1] - Independent directors are required to ensure the annual report is truthful, accurate, and complete, free from any misleading statements [1][2] Summary by Sections Responsibilities of Independent Directors - Independent directors must diligently fulfill their responsibilities and cooperate with the company to complete the annual report [1] - They should not be influenced by major shareholders or related parties, ensuring the integrity of the report [1] Communication and Reporting Mechanisms - The company must establish a reporting and communication mechanism to facilitate independent directors in exercising their duties [2] - Company personnel are required to cooperate and not obstruct independent directors from understanding the company's operations [2] Management Reporting - The management must timely report the company's operational status and significant matters to independent directors [2] - Independent directors should conduct on-site investigations regarding major issues [2] Audit Process - Before the annual audit, independent directors should communicate with the auditing firm to understand the audit arrangements [3] - After the preliminary audit opinion, independent directors must meet with the auditing firm to discuss any issues found during the audit [3] Focus Areas in Annual Report - Independent directors should pay attention to related party transactions and any changes in commitments in the annual report [3] - They must ensure that the decision-making process for board matters is compliant with regulations [3] Disagreements and External Consultation - If independent directors have objections to the annual report, they can independently hire external audit and consulting firms with majority consent [3] Final Responsibilities - Independent directors must ensure all necessary disclosures are made in the annual report [4] - They are required to sign a written confirmation of the report's content and disclose any disagreements [4] Confidentiality and Compliance - Independent directors have a confidentiality obligation during the annual report preparation and must prevent insider trading [5] - They must report any suspected illegal activities by the company or its executives to the board and relevant regulatory bodies [5] Implementation and Amendments - The board of directors is responsible for formulating, revising, and interpreting this system [6] - The system takes effect upon approval by the board [6]

Core Viewpoint - The document outlines the insider information management system of Tianchuang Fashion Co., Ltd, emphasizing the importance of confidentiality and compliance with relevant laws to prevent insider trading and ensure fair information disclosure. Group 1: General Provisions - The purpose of the system is to regulate insider information management and strengthen confidentiality to avoid insider trading, in accordance with various laws and regulations [2] - The Board of Directors is responsible for the authenticity, accuracy, and completeness of insider information records, with the Chairman as the primary responsible person [2] Group 2: Scope of Insider Information and Knowledgeable Persons - Insider information refers to undisclosed information that significantly impacts the company's operations, finances, or stock prices, as defined by the Securities Law [3] - Knowledgeable persons include directors, senior management, major shareholders, and others who can access insider information due to their roles or business relationships [3][4] Group 3: Registration and Record-Keeping of Knowledgeable Persons - The duration of insider information is from its formation until it is publicly disclosed, requiring timely documentation of knowledgeable persons and their access to insider information [4] - The company must maintain accurate and complete records of knowledgeable persons and submit these records to the Board Secretary [5] Group 4: Confidentiality Obligations and Accountability - All knowledgeable persons must maintain confidentiality before the public disclosure of insider information and are prohibited from trading based on such information [10] - Violations of confidentiality obligations can lead to disciplinary actions, including warnings, penalties, or legal consequences [11][12] Group 5: Additional Provisions - The system will be effective upon approval by the Board of Directors and will be revised as necessary [11] - Any matters not covered by this system will be governed by relevant national laws and regulations [11]