Core Points - The article outlines the management system for related party transactions of Guosheng Shian Technology Co., Ltd, aiming to enhance corporate governance and protect the rights of all shareholders, especially minority shareholders [1][2][3] Group 1: Related Party Transactions Definition - Related party transactions are defined as resource or obligation transfers between the company, its subsidiaries, and related parties, including various types of transactions such as asset purchases, investments, and financial assistance [3][4][5] - Related parties include both legal entities and natural persons who have significant control or ownership over the company [2][3] Group 2: Approval and Disclosure Requirements - Transactions exceeding 3 million yuan or 0.5% of the company's latest audited net assets must be reviewed by independent directors and disclosed to the board [4][5] - For transactions with related natural persons exceeding 300,000 yuan, similar approval and disclosure processes apply [4][5] Group 3: Voting and Decision-Making Procedures - Related directors must abstain from voting on transactions, and decisions must be made by a majority of non-related directors [4][5][6] - Shareholders with related interests must also abstain from voting on related party transactions during shareholder meetings [7][8] Group 4: Major Related Transactions - Major related transactions, defined as those exceeding 30 million yuan and 5% of the latest audited net assets, require additional scrutiny, including independent director approval and asset evaluation [6][7][8] - The company must disclose financial reports and evaluations for major transactions involving equity [6][7] Group 5: Daily Related Transactions - Daily related transactions must follow specific approval and disclosure processes, including annual reporting of actual performance against agreements [10][11] - If the terms of ongoing daily transactions change significantly, they must be resubmitted for approval [10][11] Group 6: Financial Assistance and Guarantees - The company is prohibited from providing financial assistance to related parties, with exceptions for certain controlled subsidiaries under strict conditions [12][13] - Guarantees for related parties require independent director approval and must be disclosed to the board and shareholders [12][13] Group 7: General Provisions - The management system must comply with relevant laws and regulations, and any amendments must be made in accordance with changes in the law or company charter [14][15] - All related transactions must be documented in written agreements that adhere to principles of equality and fairness [14][15]

General Principles - The company establishes a management system for the shares held by directors and senior management to enhance the regulation of shareholding and trading behaviors [2] - This system is applicable to all shares held by directors and senior management, including those held in others' accounts and through margin trading [2][3] Shareholding Change Management - The company secretary is responsible for managing the data and information regarding the identity and shareholdings of directors and senior management, and must report any violations to the relevant authorities [3][4] - Directors and senior management must notify the company secretary of their shareholding information within specified timeframes, including changes in personal information and upon leaving their positions [3][4] Disclosure and Reporting - The company and its directors and senior management must ensure that the data submitted to the stock exchange is timely, truthful, accurate, and complete, and they bear legal responsibility for this [4] - Before trading shares, directors and senior management must notify the company secretary in writing of their trading plans, which will be verified for compliance with regulations [4][5] Transfer Restrictions - There are specific conditions under which directors and senior management are prohibited from transferring their shares, including within six months of leaving the company or during investigations for securities violations [5][6] - Directors and senior management must submit a written plan for any intended share transfers, detailing the number of shares, timeframes, and reasons for the transfer [6][7] Annual Transfer Limits - Directors and senior management can only transfer up to 25% of their total shareholdings annually, with exceptions for certain circumstances such as judicial enforcement or inheritance [7][8] - Untransferred shares within a year will be included in the total for the following year, affecting future transfer calculations [8] Compliance with Securities Law - Directors and senior management must adhere to the provisions of the Securities Law regarding the sale and purchase of shares within specified periods, particularly around financial reporting [8][9] - Any violations of this management system will result in penalties from regulatory authorities [10]

Group 1 - The board of directors is the executive body of the shareholders' meeting and is responsible for the company's operational decision-making [1][2] - The board must hold at least two regular meetings each year [4] - Proposals for regular meetings should be formed after consulting all directors and submitted by the chairman [5][6] Group 2 - Temporary meetings must be convened under specific circumstances, such as when proposed by shareholders holding more than 10% of voting rights [2][4] - Proposals for temporary meetings must be submitted in writing, detailing the proposer, reasons, and specific proposals [2][3] - The chairman is responsible for convening and presiding over board meetings [8][9] Group 3 - The board has the authority to make significant decisions, including major acquisitions, investments, and management appointments [3][4] - External guarantees require approval from a majority of directors and independent directors [4][5] - The chairman must ensure the board operates within its legal and statutory authority [12][14] Group 4 - Meeting notifications must be sent out in advance, with specific timelines for regular and temporary meetings [7][8] - Meetings require a quorum of more than half of the directors to be valid [18][19] - Voting procedures are clearly defined, with specific requirements for proposals and decision-making [25][26] Group 5 - Minutes of meetings must be accurately recorded, including attendance, proposals, and voting results [32][33] - Directors are responsible for maintaining confidentiality regarding company matters discussed in meetings [38][39] - The rules are subject to amendments and must align with national laws and regulations [18]

Core Points - The document outlines the investor relations management measures of Guosheng Shian Technology Co., Ltd. to enhance communication with investors and maximize company value and shareholder interests [1][2][3] Group 1: Objectives and Principles of Investor Relations - The purpose of investor relations management is to foster a positive relationship with investors, enhance their understanding of the company, and establish a stable investor base for long-term market support [3][4] - The basic principles include compliance, equality, proactivity, and honesty, ensuring fair treatment of all investors, especially small and medium-sized investors [3][4] Group 2: Communication and Disclosure - The company must provide objective, accurate, and complete information about its actual situation, avoiding misleading promotions [2][4] - Key communication topics include the company's development strategy, legal disclosures, operational management information, and responses to market concerns [4][5] Group 3: Investor Relations Activities - The company is required to organize shareholder meetings, ensuring accessibility for small shareholders and considering online broadcasting options [5][6] - An investor relations interactive platform should be established on the company website for investors to inquire and receive responses [6][7] Group 4: Responsibilities and Training - The board of directors is responsible for formulating the investor relations management measures, while the board office handles specific activities [9][10] - Employees involved in investor relations must possess comprehensive knowledge of the company and industry, as well as strong communication skills [10][11] Group 5: Engagement with Analysts and Media - The company must not disclose undisclosed significant information to analysts or fund managers and should treat all investors equally [11][12] - Media interactions should be carefully managed, with a clear distinction between company-provided promotional materials and independent media reports [12][13]

国晟世安科技股份有限公司 信息披露管理办法 （2025 年修订） 第一章 总则 第一条 为加强对国晟世安科技股份有限公司（下称"公司"或"本公司"）信 息披露工作的管理，进一步规范公司的信息披露行为，维护公司、投资者及其他利 益相关者的合法权益，根据《中华人民共和国公司法》（以下简称《公司法》）《中 华人民共和国证券法》（以下简称《证券法》）《上市公司信息披露管理办法》《上 市公司治理准则》《上海证券交易所股票上市规则》（以下简称《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》《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》等法律、法规，以及《国晟世安 科技股份有限公司章程》（以下简称《公司章程》）的有关规定，并结合公司的实 际情况，特制订本办法。 第二条 公司严格按照法律、法规和《公司章程》的规定，真实、准确、完整、 及时地披露信息，保证没有虚假记载、误导性陈述或者重大遗漏。 公司同时向所有投资者公开披露信息，不得提前向任何单位和个人泄露。但是， 法律、行政法规另有规定的除外。 第三条 公司根据《公司法》、《证券法》、《上市公司信息披露管理办法》、 《上市规 ...

General Principles - The purpose of the investment management measures is to strengthen the management of the company's external investment activities, standardize investment behavior, improve capital operation efficiency, and protect the interests of the company and its shareholders [1] - The term "investment" refers to the company's external investment activities, including monetary funds and various forms of assets such as real estate, machinery, equipment, and intangible assets [1][2] - External investments are categorized into short-term and long-term investments based on the duration, with short-term investments being those that can be liquidated within one year and long-term investments exceeding one year [1][2] Approval Authority - The approval of external investments must strictly follow the relevant laws, regulations, and the company's internal rules [2][3] - The company implements a professional management and hierarchical approval system for external investments [2] Organizational Management - The company's shareholders' meeting and board of directors serve as the decision-making bodies for external investments, with the board's strategic committee responsible for coordinating and organizing investment project analysis [2][3] - The external investment management department is tasked with analyzing new investment projects, proposing investment suggestions, and overseeing major activities such as equity investments and asset restructuring [3][4] Decision Management - For short-term investments, the financial department is responsible for timely recording and processing related accounts [4][5] - Long-term investment projects require initial evaluation by the external investment management department, followed by approval from the board of directors [5][6] Financial Management and Auditing - The financial department must maintain comprehensive financial records of external investment activities and ensure compliance with accounting standards [8][9] - Each subsidiary must submit financial reports to the company's financial department monthly, adhering to the company's accounting information disclosure requirements [8][9] Reporting and Information Disclosure - The company must fulfill its information disclosure obligations according to relevant laws and regulations [9] - Subsidiaries are required to provide accurate and complete information to the company in a timely manner for external disclosure [9]

国晟世安科技股份有限公司 内幕信息知情人登记备案制度 （2025 年修订） 第一章 总 则 第一条 为规范国晟世安科技股份有限公司 （以下简称"公司"）的内幕信息 管理，加强内幕信息保密工作，提高公司股东、董事、高级管理人员及其他内幕信 息知情人的法制、自律意识，杜绝内幕交易、股价操纵等违法违规行为，维护证券 市场 "公开、公平、公正"原则，根据 《中华人民共和国公司法》(以下简称"《公 司法》")、《中华人民共和国证券法》(以下简称"《证券法》")、《上市公司信 息披露管理办法》《上市公司监管指引第 5 号——上市公司内幕信息知情人登记管 理制度》等有关法律、法规和《国晟世安科技股份有限公司章程》(以下简称"《公 司章程》")的有关规定，制定本制度，本制度作为公司《信息披露管理办法》组成 部分。 第二条 公司董事会应当保证内幕信息知情人档案真实、准确和完整，董事长为 主要责任人。董事会秘书负责办理公司内幕信息知情人的登记入档和报送事宜。 第三条 公司董事及高级管理人员和公司各职能部门、子公司都应做好内幕信息 的保密工作。 第四条 公司应当加强对内幕信息知情人员的教育培训，确保内幕信息知情人员 明确自身的权利 ...

(四)现场会议召开的日期、时间和地点 召开的日期时间：2025 年 8 月 18 日14 点 00 分 证券代码：603778 证券简称：国晟科技 公告编号：临 2025-038 国晟世安科技股份有限公司 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： ?股东大会召开日期：2025年8月18日 ?本次股东大会采用的网络投票系统：上海证券交易所股东大会网络投票系统 一、召开会议的基本情况 (一)股东大会类型和届次 (二)股东大会召集人：董事会 (三)投票方式：本次股东大会所采用的表决方式是现场投票和网络投票相结合的 方式 召开地点：北京市海淀区门头馨园路 1 号公司会议室 (五)网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自2025 年 8 月 18 日 至2025 年 8 月 18 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东大会召开当日的交易时间段，即 9:15-9:25,9:30-11:30，13:00-15:00； ...

Core Viewpoint - The company has decided to abolish the supervisory board and amend its articles of association and several governance systems in response to new regulations and its operational needs [1][2]. Summary by Sections Cancellation of Supervisory Board - The company will cancel the supervisory board, transferring its statutory powers to the audit committee of the board of directors, in compliance with the new Company Law effective from July 1, 2024, and related regulatory documents [1][2]. Amendments to Articles of Association - The company will revise certain provisions in its articles of association, including changes to the definition of stakeholders and the responsibilities of the legal representative [2][3]. - The amendments will ensure that the rights and obligations of shareholders, directors, supervisors, and senior management are clearly defined and legally binding [3][4]. Governance Structure - The company will maintain a governance structure that allows shareholders to initiate lawsuits against directors and senior management if necessary [3][4]. - The articles will also stipulate the conditions under which the company can provide financial assistance for share purchases, limiting such assistance to no more than 10% of the total issued capital [4][5]. Shareholder Rights - Shareholders will retain the right to request meetings, propose agenda items, and participate in decision-making processes, ensuring their interests are protected [10][11]. - The company will implement measures to ensure that shareholders can exercise their rights without interference from controlling shareholders [12][13]. Compliance and Legal Obligations - The company is committed to adhering to legal and regulatory requirements, including timely disclosure of information and compliance with court rulings [11][12]. - The governance changes aim to enhance transparency and accountability within the company, aligning with best practices in corporate governance [1][2].

Group 1 - The company Guosheng Technology (603778) announced that it will hold its second extraordinary general meeting of shareholders on August 18, 2025 [1] - The agenda for the meeting includes the proposal to cancel the supervisory board and amend the company's articles of association among other proposals [1]