Core Points - The article outlines the information disclosure management system of Shanghai Longyun Cultural Technology Group Co., Ltd, emphasizing the importance of accurate, timely, and truthful information disclosure to protect the rights of stakeholders [2][3][4]. Group 1: General Principles of Information Disclosure - Information disclosure is a continuous responsibility of the company, requiring adherence to legal and regulatory standards [3]. - The principles of disclosure include truthfulness, accuracy, completeness, and timeliness, ensuring that all information is based on objective facts and is easily understandable [4][5]. - The company must treat all shareholders fairly, ensuring equal access to information without private disclosures to select individuals [4][5]. Group 2: Disclosure Procedures - The company must establish a dedicated department for managing information disclosure, led by the board secretary, who oversees compliance and execution of disclosure obligations [6][20]. - Regular reports must be reviewed and approved by the board of directors before disclosure, ensuring accountability and accuracy [5][6]. - The company is required to disclose significant events that may impact stock prices immediately, detailing the event's cause and potential effects [25][14]. Group 3: Types of Reports - The company must prepare and disclose periodic reports, including annual, semi-annual, and quarterly reports, within specified timeframes [16][18]. - Temporary reports must be issued for significant events, including major transactions, legal issues, or changes in management, ensuring stakeholders are informed promptly [19][12]. Group 4: Confidentiality and Insider Information - The company must implement measures to control the dissemination of insider information, limiting knowledge to a minimum number of individuals [22][42]. - Any leaks or potential leaks of undisclosed information must be addressed immediately, with corrective disclosures made as necessary [22][46]. Group 5: Responsibilities and Accountability - The board of directors holds ultimate responsibility for the accuracy and completeness of disclosed information, with individual members liable for misleading statements or omissions [18][19]. - The audit committee is tasked with overseeing the disclosure process, ensuring compliance with legal standards and internal policies [18][19].

Core Points - The article outlines the establishment and operational guidelines of the Audit Committee of Shanghai Longyun Cultural Technology Group Co., Ltd, aimed at enhancing corporate governance and internal supervision [1][2][3] Group 1: General Provisions - The Audit Committee is a specialized body under the Board of Directors, responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [2][3] - The committee consists of at least three directors who are not senior management, with a majority being independent directors, including at least one with professional accounting qualifications [3][4] Group 2: Responsibilities and Authority - The main responsibilities of the Audit Committee include supervising internal audits, evaluating external audits, reviewing financial disclosures, and ensuring compliance with laws and regulations [8][9] - The committee must approve certain matters, such as financial report disclosures and the hiring or dismissal of external auditors, before submission to the Board [9][10] Group 3: Internal and External Audit Oversight - The Audit Committee is tasked with overseeing the work of external auditors, ensuring they adhere to professional standards and internal controls [6][7] - Internal audit institutions must report to the Audit Committee, which guides and supervises their operations and evaluates their effectiveness [13][14] Group 4: Meeting Procedures - The Audit Committee is required to hold at least four meetings annually, with additional meetings as necessary, and decisions require a majority vote [24][25] - Meeting records must be maintained for at least ten years, and all members are obligated to keep discussions confidential [30][31] Group 5: Annual Reporting - At the end of each fiscal year, the Audit Committee collaborates with external auditors to schedule audit work and reviews financial statements before the auditors' arrival [33][34] - The committee must submit its evaluations of the auditors and recommendations for their reappointment or replacement to the Board [35][36]

Core Viewpoint - The internal information transmission management system of Shanghai Longyun Cultural Technology Group Co., Ltd. aims to ensure timely and accurate communication of operational management information within the company, aligning with its strategic goals and risk control requirements [1][2]. Group 1: Internal Reporting Structure - The company categorizes internal reports into three types: upward reports (e.g., annual work reports, financial reports), downward reports (e.g., annual work plans), and reports on significant or unexpected events [1][2]. - Internal reports must be concise, clear, and timely to facilitate understanding and proper execution of responsibilities by all management levels [2][3]. - A dedicated person must be assigned at each management level to oversee internal reporting, ensuring separation between drafting and review roles [2][3]. Group 2: Information Collection and Analysis - The information collection department is responsible for monitoring external market conditions and policies, analyzing their impact on the company's operations, and ensuring relevant information is communicated internally [2][3]. - Information should be gathered based on cost-effectiveness, utilizing various channels such as industry associations and regulatory bodies [2][3]. - Collected information must be verified for accuracy and completeness before being included in internal reports [2][3]. Group 3: Communication and Transmission - The company must establish a robust internal reporting transmission channel, leveraging information technology to enhance integration and sharing of reports [3][4]. - Effective communication should occur in upward, downward, and lateral directions within the company, supported by clearly defined job descriptions and responsibilities [4][5]. - A record of the flow of internal reports must be maintained, and any deviations from established procedures should be investigated [4][5]. Group 4: Major Information Reporting - Major information includes significant meetings, transactions, litigation, and any events that could materially affect the company's operations or financial status [5][6]. - The reporting of major information must be prioritized, with immediate notification to the board secretary and subsequent formal reporting [5][6]. - Continuous monitoring of reported information is required to ensure timely updates and compliance with reporting obligations [5][6]. Group 5: Internal Report Utilization - Management should leverage internal reports to guide operational activities, coordinate departmental efforts, and enforce performance evaluations [7][8]. - Internal reports are essential for risk assessment, enabling the identification and analysis of internal and external risks [7][8]. - Timely provision of information to relevant personnel is crucial for effective decision-making and operational monitoring [7][8]. Group 6: Confidentiality and Storage - Internal reports containing commercial secrets are subject to confidentiality, with all employees handling such reports bearing a responsibility to maintain secrecy [8][9]. - The company must classify internal reports based on their importance and determine appropriate storage durations, with significant reports preserved permanently [8][9]. - Different departments are assigned specific responsibilities for the management and storage of various types of internal reports [8][9]. Group 7: Evaluation of Internal Reports - The company should conduct regular evaluations of the formation and use of internal reports to assess their effectiveness and timeliness [9]. - Evaluations should focus on identifying deficiencies in the reporting process and implementing necessary improvements [9]. - The evaluation process should be linked to performance assessments to ensure continuous enhancement of internal information transmission [9].

Core Points - The company establishes a guarantee system to protect investors' interests and control operational risks [1] - The guarantee refers to the company providing assurance, mortgage, or pledge on behalf of others, including guarantees for subsidiaries [1][2] - The company emphasizes a unified management approach for external guarantees, requiring board or shareholder approval for any guarantee contracts [1][2] Group 1: General Principles - The company must adhere to principles of legality, prudence, mutual benefit, and safety in providing guarantees [2] - Independent directors are required to provide special reports on the company's guarantee situation in the annual report [2] Group 2: Review of Guarantee Objects - The company can provide guarantees to entities with independent legal status that meet specific criteria, including strong debt repayment capabilities [9] - The board must analyze the debtor's credit status and the associated risks before approving any guarantees [10] Group 3: Approval Procedures - The shareholders' meeting is the highest decision-making body for external guarantees, while the board exercises decision-making authority based on the company's articles of association [15][16] - Guarantees exceeding certain thresholds, such as 50% of the latest audited net assets, require shareholder approval [18] Group 4: Management of Guarantees - The finance department is responsible for managing guarantee contracts and related documentation [30] - The company must regularly monitor the financial status of guaranteed entities and take necessary actions if any adverse conditions arise [33][34] Group 5: Responsibilities and Liabilities - The company must strictly follow the established guarantee system, and any violations by directors or senior management will result in accountability [41][42] - Employees who fail to perform their duties or violate regulations leading to losses will face penalties or administrative actions [43][44]

General Principles - The purpose of the compensation and assessment management system is to establish an incentive and restraint mechanism that aligns with modern enterprise management requirements, enhancing the operational efficiency and management level of the company [1][2] - The system applies to the board members and senior management personnel, including the general manager, deputy general managers, board secretary, and financial director [2] Compensation Structure - The compensation for board members and senior management consists of a fixed salary and performance-based pay, which is linked to the company's annual operating performance [3] - The compensation does not include stock options, shareholding plans, government rewards, welfare allowances, or other incentives, bonuses, rewards, or subsidies [3][4] - Upon leaving or retiring, compensation is paid according to the employment contract, company articles, and relevant regulations [3] Performance Assessment - The compensation and assessment committee sets annual performance indicators for senior management based on the company's operational goals, confirmed in writing at the beginning of each year [5] - The committee will issue annual performance evaluation results, including evaluation methods, assessment coefficients, and reward amounts, which must be approved by the board [5] - If assessed personnel have objections to the evaluation, they can appeal to the compensation and assessment committee within one week of receiving the notification [5] Additional Provisions - The system will be executed after approval by the company's shareholders' meeting and is subject to interpretation by the board [6]

Core Points - The internal audit system of Shanghai Longyun Cultural Technology Group Co., Ltd. aims to standardize internal audit work in accordance with national standards and regulations [2][3] - The internal audit institution is independent and reports to the board of directors, ensuring objectivity and avoiding conflicts of interest [2][3][5] Summary by Sections General Principles - The internal audit system is established based on guidelines from the China Internal Audit Association and relevant laws, applicable to the company and its subsidiaries [2] - The overall goals of internal auditing include improving the quality of accounting information, ensuring compliance with financial regulations, and providing recommendations for internal control improvements [2][3] Types of Internal Audits - Internal audits are categorized into financial statement audits, operational performance audits, executive departure audits, internal control audits, fixed asset investment audits, and other special audits [3][4] - Financial statement audits focus on the legality and fairness of financial data submitted by subsidiaries [3] - Operational performance audits assess the completion of performance indicators and their influencing factors [3][4] - Executive departure audits evaluate the financial status and performance of departing executives [4] Organization of Internal Audit Work - The internal audit institution operates independently and adheres to principles of objectivity and confidentiality [5][6] - The institution has the authority to review relevant financial documents and request cooperation from audited units [5][6] Internal Audit Reports - Internal audit reports summarize the findings and are submitted to the board of directors, with significant issues addressed in written recommendations [6] - Audited units must respond with a written rectification plan and report on the implementation of corrective actions [6] Supplementary Provisions - Violations of the internal audit system may result in disciplinary actions against responsible personnel [6] - The board of directors is responsible for interpreting the internal audit system, which takes effect upon approval [6]

Core Points - The article outlines the insider information management system of Shanghai Longyun Cultural Technology Group Co., Ltd, aiming to regulate insider information management and maintain confidentiality to prevent insider trading [1][2][3] Group 1: Insider Information Management - The board of directors is responsible for managing insider information and ensuring the accuracy and completeness of insider information personnel records, with the chairman being the primary responsible person [1][2] - Insider information is defined as non-public information that could significantly impact the company's operations, finances, or market price of its securities [5][6] - The scope of insider information includes major changes in business policies, significant investments, important contracts, major debts, and other critical events that could affect the company's financial status [6][7] Group 2: Insider Information Personnel - Insider information personnel include directors, senior management, shareholders holding more than 5% of shares, and other individuals who can access insider information due to their roles or business relations [7][8] - The company must maintain a record of all insider information personnel, including the time, place, basis, method, and content of their knowledge of insider information [8][9] Group 3: Confidentiality and Accountability - All insider information personnel must keep the information confidential and are prohibited from disclosing or using it for personal gain before it is publicly disclosed [10][11] - The company will impose penalties on individuals who violate the confidentiality rules, and serious violations may lead to legal consequences [10][12] - The company is required to report any insider trading activities by insider information personnel to the relevant regulatory authorities within two working days [10][12]

Core Viewpoint - The document outlines the fundraising management system of Shanghai Longyun Cultural Technology Group Co., Ltd, emphasizing the importance of compliance with relevant laws and regulations to ensure the safety and proper use of raised funds, thereby protecting investors' rights. Group 1: Fundraising Management - The company establishes a fundraising management system to regulate the storage, use, and management of raised funds, ensuring safety and compliance with laws such as the Company Law and Securities Law [1][2]. - Funds raised through public offerings must be used for specific projects as stated in the issuance application documents, with any changes requiring shareholder approval and proper disclosure [2][3]. - The board of directors is responsible for creating detailed plans for the use of raised funds, ensuring transparency and compliance in their implementation [2][3]. Group 2: Fund Storage - Raised funds must be stored in dedicated accounts as decided by the board, and cannot be mixed with other funds or used for non-designated purposes [3][4]. - The company must sign a tripartite supervision agreement with the sponsor and the bank holding the funds within one month of the funds being received [3][4]. Group 3: Fund Usage - The company must use raised funds according to the investment plans outlined in the issuance documents, and any significant deviations must be reported to the Shanghai Stock Exchange [13][14]. - Funds should primarily be used for core business operations, and the company is prohibited from using them for financial investments or providing benefits to related parties [14][15]. Group 4: Fund Project Changes - Any changes to the fundraising projects must be approved by the board and shareholders, with independent directors and sponsors providing clear consent [34][35]. - The company must conduct feasibility analyses for any new projects and ensure that they align with the main business operations [35][36]. Group 5: Fund Management and Supervision - The company is required to regularly check the usage of raised funds and report discrepancies in the investment progress [40][41]. - Independent directors and the audit committee must monitor the management and usage of funds, and can engage external auditors for verification [41][42].

General Principles - The purpose of the system is to promote the standardized operation of Shanghai Longyun Cultural Technology Group Co., Ltd. and to enhance the management and supervision of the board secretary's work [1] - The system is binding on the company's board secretary and securities affairs representative [1] Appointment of Board Secretary - The company appoints one board secretary responsible for preparing documents for shareholder and board meetings, managing shareholder information, and handling information disclosure matters [2] - The board secretary must possess necessary financial, management, and legal knowledge, along with good professional ethics [2] - Certain individuals are prohibited from serving as board secretary, including those who have faced administrative penalties from the China Securities Regulatory Commission in the last three years [2] Duties and Responsibilities - The board secretary must prepare and submit documents for board and shareholder meetings and attend these meetings to take minutes [3][4] - The board secretary is responsible for managing information disclosure, including publishing company information and ensuring compliance with disclosure regulations [4] - The board secretary assists in strengthening corporate governance mechanisms and managing investor relations [4][5] Confidentiality and Transition - A confidentiality agreement must be signed with the board secretary, ensuring ongoing confidentiality obligations [3] - In the event of a vacancy, the board must appoint a temporary secretary and fill the position within three months [3] Compliance and Support - The company must provide necessary conditions for the board secretary to perform their duties, including access to financial and operational information [5] - The board secretary has the right to participate in relevant meetings and request necessary documents from the company [5]

Core Points - The document outlines the related party transaction system of Shanghai Longyun Cultural Technology Group Co., Ltd, ensuring fairness, justice, and transparency in transactions with related parties [1][2] - The system is established in accordance with the Company Law of the People's Republic of China and aims to protect the legitimate rights and interests of the company and non-related shareholders [1][2] Group 1: Related Parties and Relationships - Related parties include both legal entities and natural persons that have a significant influence or control over the company [3][4] - Legal entities are considered related if they directly or indirectly control the company or hold more than 5% of its shares [4][5] - 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 [5][6] Group 2: Related Transactions - Related transactions involve the transfer of resources or obligations between the company and its related parties, including asset purchases, investments, and financial assistance [6][7] - The pricing of related transactions must be fair and should not deviate from market prices set by independent third parties [6][8] Group 3: Decision-Making Procedures - The company must take necessary measures to avoid conflicts of interest during the decision-making process for related transactions [9][10] - Related directors must abstain from voting on matters related to transactions in which they have a conflict of interest [9][10] - Transactions exceeding certain monetary thresholds require approval from the board of directors or shareholders, with independent directors providing separate opinions [10][11] Group 4: Documentation and Compliance - All related transactions must be documented with written contracts that specify the terms and conditions [12][13] - The company is required to maintain records of decision-making processes and resolutions related to related transactions for a period of ten years [12][13]