Core Points - The article outlines the establishment and operational guidelines of the Nomination Committee of Guosheng Shian Technology Co., Ltd, aimed at optimizing the composition of the board and improving corporate governance [2][3] Group 1: General Provisions - The Nomination Committee is established to standardize the selection process for directors and senior management, based on relevant laws and the company's articles of association [2] - The committee is responsible for proposing selection criteria and procedures for candidates for directors and senior management [2] Group 2: Composition of the Committee - The committee consists of at least three directors, with a majority being independent directors [3] - The committee chair is an independent director appointed by the board, responsible for leading the committee's work [3] Group 3: Responsibilities and Authority - The committee is tasked with drafting selection criteria for directors and senior management, reviewing candidates, and making recommendations to the board [4] - Any decisions made by the committee must be submitted to the board for approval, and if the board does not fully adopt the committee's recommendations, the reasons must be documented and disclosed [4] Group 4: Meeting Procedures - Meetings are convened by the committee chair, with notifications sent to all members at least five days in advance [12] - A quorum requires the presence of at least two-thirds of the committee members, and decisions are made by a majority vote [16][18] Group 5: Confidentiality and Amendments - All members and attendees of the meetings are bound by confidentiality regarding the matters discussed [24] - Any amendments to the guidelines must be approved by the board and will take effect upon approval [25][26]

Core Viewpoint - The document outlines the fundraising management system of Guosheng Shian Technology Co., Ltd, emphasizing the importance of efficient use of raised funds, compliance with laws, and protection of investor rights [1][2]. Fundraising Management - The company establishes internal control systems for the storage, management, and use of raised funds, including approval authority and risk control measures [2][3]. - Funds must be used strictly for the purposes outlined in the prospectus, adhering to national industrial policies and legal regulations [2][3]. - The company must disclose the actual use of raised funds accurately and promptly, especially in cases of significant impacts on investment plans [2][3]. Fund Storage - The company is required to open a special account for raised funds in a commercial bank, ensuring that these funds are not mixed with other funds [4][5]. - A tripartite supervision agreement must be signed with the underwriter and the bank within one month of the funds being received [4][5]. Fund Usage - The company must follow specific procedures for fund usage, including clear decision-making processes and timely reporting of any significant changes [12][13]. - Funds should primarily be used for core business activities, and any deviation from this requires board approval and disclosure [13][14]. Changes in Fund Allocation - Any changes in the use of raised funds must be approved by the board and disclosed to shareholders [20][21]. - The company must conduct feasibility analyses for new investment projects and ensure they enhance competitiveness and innovation [21][22]. Management and Supervision - The board is responsible for ongoing oversight of the management and use of raised funds, with regular reports to be prepared and disclosed [28][29]. - Independent auditors and underwriters must conduct periodic checks on the fund management practices to ensure compliance [29][30].

General Overview - The company establishes an Audit Committee under the Board of Directors to enhance decision-making and ensure effective supervision of financial activities and operations [2][3] - The Audit Committee is responsible for overseeing external audits, guiding internal audits, and ensuring accurate financial reporting [2][3] Structure and Composition - The Audit Committee consists of at least three directors, with a majority being independent directors, including at least one accounting professional [7][8] - The Chairman of the Audit Committee must be an independent director and an accounting professional [10] - The company is required to provide necessary conditions and support for the Audit Committee's operations [4][5] Responsibilities and Authority - The Audit Committee has the authority to inspect financial records, supervise the actions of directors and senior management, and propose the convening of extraordinary shareholder meetings [16][17] - It is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [18][19] - The Committee must approve significant financial disclosures and the hiring or dismissal of external auditors [17][18] Meetings and Procedures - The Audit Committee is required to hold at least one meeting per quarter, with provisions for special meetings as needed [26][27] - Meetings must have a quorum of at least two-thirds of the members present, and decisions require a majority vote [30][31] - Detailed meeting records must be maintained, reflecting the opinions of all members [34][35] Disclosure and Reporting - The company must disclose the composition and professional background of the Audit Committee members, as well as their performance annually [39][40] - Any significant issues identified by the Audit Committee must be reported to the Board and disclosed to the public if they meet regulatory standards [41][42]

General Principles - The external guarantee management system aims to effectively control external guarantee risks and standardize guarantee behavior to protect the legal rights of the company and its shareholders [1][2] - External guarantees refer to the company's provision of guarantees for the debts of third parties, including guarantees for its subsidiaries, and can take forms such as guarantees, mortgages, and pledges [1][2] Guarantee Organization and Responsibilities - The company implements unified management of external guarantees, requiring approval from the board of directors or shareholders for any guarantee contracts [2][3] - The guarantee business management department is responsible for the acceptance, investigation, tracking, analysis, and reporting of external guarantees, ensuring legal compliance [2][3] Guarantee Principles and Scope - The company adheres to principles of prudence and strict control, generally not initiating external guarantees [3][4] - Guarantees are prohibited for entities or individuals that do not meet specific criteria, such as those in financial distress or legal disputes [3][4] Guarantee Application and Evaluation - The guarantee business management department evaluates guarantee applications, requiring comprehensive documentation from the applicant [4][5] - A thorough review process is mandated, including financial assessments and potential audits by internal or external parties [4][5] Approval and Disclosure of Guarantees - Guarantees exceeding certain thresholds, such as 10% of the company's latest audited net assets, require board and shareholder approval [8][9] - The company must disclose guarantee transactions promptly, especially those involving significant amounts or related parties [8][9] Contract Signing and Management - Written contracts are required for all guarantees, detailing the rights, obligations, and liabilities of all parties involved [11][12] - The guarantee business management department must ensure that all contracts comply with legal standards and company policies [11][12] Daily Management of Guarantees - The guarantee business management department maintains accurate records of all guarantees and monitors the repayment status of guaranteed debts [13][14] - Regular assessments of the financial health of guaranteed parties are conducted to mitigate risks [13][14] Accountability and Responsibility - The company enforces strict accountability measures for any failures in the guarantee process, holding responsible parties liable for any losses incurred [15][16] - Shareholders and directors are required to exercise caution and control over external guarantee-related debt risks [15][16]

Core Points - The company has established a Compensation and Assessment Committee to enhance the governance structure and manage the compensation and assessment of directors and senior management [1][2] - The committee is responsible for formulating and reviewing compensation policies and assessment standards for directors and senior management [1][4] - The committee consists of at least three directors, with independent directors making up the majority [2][4] Group 1: Committee Structure - The committee is appointed by the board and includes a chairperson who is an independent director [2][4] - The term of the committee aligns with that of the board, and members can be re-elected [2] - If the number of committee members falls below two-thirds of the required number, the board must promptly appoint new members [2] Group 2: Responsibilities and Authority - The committee's main responsibilities include researching and formulating assessment standards, proposing compensation policies, and reviewing incentive plans [4][11] - The committee is accountable to the board, and its decisions must be submitted for board approval [11][12] - Compensation proposals for directors must be approved by the board and submitted to the shareholders' meeting for approval [12] Group 3: Decision-Making Procedures - The committee must develop an annual work plan and complete assessment and compensation recommendation reports within a specified timeframe [5][6] - The human resources department is responsible for providing necessary data and coordinating the committee's activities [6] - The committee conducts annual assessments of directors and senior management, with specific procedures for performance evaluation [15] Group 4: Meeting Protocols - The committee holds regular and temporary meetings, with specific notification requirements for each type [16][17] - Meetings require a quorum of two-thirds of the members, and decisions must be made by a majority vote [20][21] - The committee may invite other directors and management to attend meetings for reporting or questioning [22][25] Group 5: Confidentiality and Compliance - All members and attendees of the committee meetings are bound by confidentiality obligations regarding the discussed matters [28] - The committee's decisions and meeting records must comply with relevant laws, regulations, and the company's articles of association [26][30] - Any amendments to the committee's rules must be approved by the board [32]

Core Viewpoint - The document outlines the regulations and mechanisms established by Guosheng Shian Technology Co., Ltd. to manage and prevent fund occupation by related parties, ensuring the protection of the company's and shareholders' interests [1][2]. Group 1: General Principles - The purpose of the regulations is to standardize fund transactions between the company and its related parties, preventing fund occupation and protecting the rights of stakeholders [1]. - Related parties are defined according to the Shanghai Stock Exchange's regulations, and transactions involving subsidiaries are also included under these rules [1]. Group 2: Fund Occupation Definitions - Fund occupation is categorized into operational and non-operational types, with operational occupation arising from business transactions and non-operational occupation involving payments made on behalf of related parties [2]. - Related parties are prohibited from harming the company's interests through their relationships, and any violations resulting in losses must be compensated [2]. Group 3: Transaction Regulations - The company must minimize related transactions and prevent fund occupation through various means, including not covering expenses for related parties [5]. - Operational fund transactions must comply with legal and internal regulations, and specific settlement deadlines must be established to limit fund occupation [3]. Group 4: Responsibilities and Measures - The board of directors, audit committee members, and senior management have legal obligations to maintain the safety of company funds [9]. - The chairman of the board is responsible for preventing non-operational fund occupation, while the general manager oversees direct management [4]. Group 5: Auditing and Reporting - The finance department is tasked with accurately accounting for fund transactions with related parties and maintaining financial records [5]. - External auditors must conduct special audits on fund occupation by related parties and report their findings [5]. Group 6: Accountability and Penalties - The company must take effective measures against related parties that infringe on company assets, including potential legal action [6]. - Directors and senior management found complicit in facilitating fund occupation may face disciplinary actions, including warnings or dismissal [7].

Core Points - The establishment of the Strategic Committee aims to enhance the company's core competitiveness and improve decision-making processes for major investments [1][2] - The committee is composed of at least three directors, including one independent director, and is responsible for long-term strategic planning and significant investment decisions [4][5] - The committee's proposals must be submitted to the board of directors for review and approval [3][6] Section Summaries General Provisions - The Strategic Committee is established to adapt to the company's strategic development needs and improve the quality of major investment decisions [1] - The committee operates independently and is not influenced by other departments within the company [1][2] Composition and Personnel - The committee consists of at least three directors, with the chairman of the company serving as the committee's head [4][5] - If the number of committee members falls below two-thirds of the required number, the board must promptly appoint new members [5] Responsibilities and Authority - The committee is responsible for researching and proposing suggestions on the company's long-term development strategies, major investments, and operational strategies [10][11] - The committee can track the implementation of its proposals and is authorized to engage external advisors if necessary [12][13] Meeting Procedures - The committee must hold at least one regular meeting each fiscal year, with provisions for both regular and temporary meetings [14][15] - A quorum requires the presence of more than two-thirds of the committee members, and decisions are made based on majority votes [17][22] Documentation and Confidentiality - Meeting records must be maintained for at least ten years, and committee members are obligated to keep company-related information confidential until publicly disclosed [25][27] Implementation - The rules outlined in the working guidelines will take effect upon approval by the board of directors [29]

Core Points - The company aims to enhance its corporate governance structure by establishing an independent director system to protect the rights of minority shareholders and stakeholders [1][2] - Independent directors are defined as those who do not hold any other positions within the company and have no direct or indirect interests that could affect their independent judgment [1][3] - The independent director system is designed to ensure that independent directors fulfill their duties independently and objectively, contributing to decision-making, supervision, and professional consultation within the board [1][2] Summary by Sections Chapter 1: General Principles - The independent director system is established in accordance with relevant laws and regulations to promote standardized operations and protect shareholder rights [1] - Independent directors must act in the best interests of the company and all shareholders, maintaining independence from major shareholders and actual controllers [1][2] Chapter 2: Qualifications and Independence of Independent Directors - Independent directors must meet specific qualifications, including legal, accounting, or economic experience, and must not have significant personal or professional relationships that could compromise their independence [2][3] - The company must ensure that independent directors do not hold positions in more than three listed companies to maintain their effectiveness [2] Chapter 3: Nomination, Election, and Replacement of Independent Directors - Independent directors are nominated by the board or shareholders holding more than 1% of the company's shares and must be elected by the shareholders' meeting [4][5] - The term for independent directors aligns with that of other board members, with a maximum consecutive term of six years [5][6] Chapter 4: Rights and Duties of Independent Directors - Independent directors have specific responsibilities, including participating in board decisions, supervising potential conflicts of interest, and providing professional advice [7][8] - They have the right to independently hire external consultants and propose meetings to address significant issues [7][8] Chapter 5: Work Support for Independent Directors - The company must provide necessary resources and support for independent directors to fulfill their duties effectively [12][13] - Independent directors are entitled to equal access to information and must be kept informed about the company's operations [12][13] Chapter 6: Supplementary Provisions - The independent director system will be implemented upon approval by the shareholders' meeting, and any unresolved issues will be governed by relevant laws and regulations [15]

General Principles - The company aims to enhance the quality and transparency of annual report disclosures by implementing a responsibility accountability system for significant errors in information disclosure [1] - This system is designed to hold accountable those responsible for major economic losses or negative social impacts resulting from improper or non-fulfillment of disclosure duties [1] Scope and Principles - The accountability system applies to directors, senior management, heads of subsidiaries, controlling shareholders, actual controllers, shareholders holding more than 5%, and other personnel involved in annual report disclosures [1] - The principles of the system include factual accuracy, objectivity, proportionality of fault and responsibility, and equivalence of rights and responsibilities [1] Responsibility Identification and Accountability - Specific circumstances that warrant accountability include violations of laws and regulations leading to significant errors in annual report disclosures [2] - There are provisions for heavier penalties in cases of severe misconduct and lighter penalties or exemptions in cases of minor infractions [2] Accountability Procedures - The accountability process includes receiving and verifying reports, collecting and summarizing relevant materials, proposing handling plans, and submitting them for board approval [2] - The company allows for the rights of the responsible parties to present their opinions before any penalties are imposed [2] Forms of Accountability - The company may impose economic penalties alongside other disciplinary actions for responsible parties in cases of significant errors in annual report disclosures [2] Miscellaneous Provisions - Any matters not covered by this system or conflicting with relevant laws and regulations will be handled according to those laws and regulations [4] - The board of directors is responsible for interpreting and revising this system, which takes effect upon board approval [4]

Core Points - The document outlines the rules for the shareholders' meeting of Guosheng Shian Technology Co., Ltd, emphasizing the protection of shareholders' rights and the efficiency of the meeting process [1] General Provisions - The shareholders' meeting is the company's authority and has the power to elect directors, approve reports, and decide on profit distribution [2][3] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year, and a temporary meeting must be held within two months if certain conditions arise [2][3] Convening the Shareholders' Meeting - Independent directors can propose a temporary shareholders' meeting, and the board must respond within ten days [4][5] - Shareholders holding more than 10% of shares can request a temporary meeting, and if the board does not respond, they can approach the audit committee [5][6] Proposals and Notifications - Proposals must fall within the authority of the shareholders' meeting and comply with legal and regulatory requirements [7][8] - Notifications for annual meetings must be sent 20 days in advance, while temporary meetings require a 15-day notice [8][9] Conducting the Meeting - The meeting must be presided over by the chairman or a designated director, and the agenda must be followed [10][11] - Shareholders can attend in person or by proxy, and proper identification is required [12][13] Voting and Resolutions - Each share carries one vote, and resolutions can be ordinary or special, requiring different majorities for approval [14][15] - The results of the voting must be announced immediately, and resolutions must be disclosed promptly [16][17] Record Keeping - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for at least ten years [18][19] Other Provisions - The rules serve as an attachment to the company's articles of association and will take effect upon approval by the shareholders' meeting [20][21]