（经第五届董事会第十七次会议审议批准后生效） 曲美家居集团股份有限公司 内幕信息知情人登记管理制度 第一章 总则 第一条 为规范对曲美家居集团股份有限公司（以下简称"公司"）内幕信息 管理，加强内幕信息保密工作，维护信息披露的公平原则，保护广 大投资者的合法权益，根据《公司法》、《证券法》、《上市公司 信息披露管理办法》、《上海证券交易所股票上市规则》、《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》、《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 2 号——信息披露事务管理》等法律、法规和 规范性文件以及《曲美家居集团股份有限公司章程》 （以下简称"《公 司章程》"）、《曲美家居集团股份有限公司信息披露事务管理制 度》的相关规定和要求，并结合公司实际情况，制定本制度。 未经董事会批准同意，公司任何部门和个人不得向外界泄露、报道、 传送涉及公司内幕信息的有关内容。 第二章 内幕信息及其范围 （一）公司经营方针和经营范围、股权结构、生产经营状况的重大 变化； （二）公司的重大投资行为，公司在一年内购买、出售重大资产超 过公司资产总额的百分之三十； （三）公司订立 ...

Core Viewpoint - The document outlines the establishment and operational guidelines of the Compensation and Assessment Committee of Qu Mei Home Group Co., Ltd, aimed at enhancing the governance structure and management of compensation for directors and senior management [1][3][9]. Group 1: Committee Structure and Responsibilities - The Compensation and Assessment Committee is a specialized body under the board of directors, responsible for researching and formulating compensation policies and assessment standards for directors and senior management [3][6]. - The committee consists of three directors, with a majority being independent directors, and is chaired by an independent director [3][4]. - The committee's main responsibilities include evaluating the performance of directors and senior management, proposing compensation policies, and drafting stock incentive plans for board approval [3][6][8]. Group 2: Decision-Making Procedures - Compensation policies proposed by the committee for directors require board approval and must be submitted to the shareholders' meeting for final approval, while policies for senior management only need board approval [6][8]. - The committee is accountable to the board and must document any recommendations not adopted by the board, including reasons for non-acceptance [4][8]. Group 3: Meeting Protocols - The committee is required to meet at least once a year, with additional meetings called as necessary, and decisions require a quorum of two-thirds of the members [8][9]. - Meeting records must be maintained for at least ten years, and all attendees are bound by confidentiality regarding the discussed matters [9][9].

Core Viewpoint - The document outlines the detailed regulations and responsibilities of the Board Secretary of Qu Mei Home Group Co., Ltd, emphasizing the importance of compliance with relevant laws and regulations in managing the company's operations and information disclosure [1][2]. Group 1: General Provisions - The purpose of the regulations is to promote the standardized operation of the company and enhance the role of the Board Secretary [1]. - The regulations are based on the Company Law, Securities Law, and relevant listing rules [2]. Group 2: Qualifications and Responsibilities - The company appoints one Board Secretary who is a senior management personnel and serves as the designated contact person with the Shanghai Stock Exchange [4]. - The Board Secretary must possess necessary professional knowledge in finance, management, and law, and must not have any disqualifying conditions as specified in the listing rules [4][6]. - The Board Secretary is responsible for various duties including information disclosure, investor relations management, and organizing board and shareholder meetings [8][5]. Group 3: Work System - The Board Secretary must ensure timely preparation for shareholder meetings and board meetings, including notifying shareholders and verifying their qualifications [9]. - The Board Secretary is also responsible for maintaining accurate meeting records and ensuring compliance with legal and regulatory requirements [10][9]. Group 4: Appointment and Dismissal - The Board Secretary is nominated by the Chairman and appointed or dismissed by the Board [8]. - The company must provide sufficient reasons for dismissing the Board Secretary and must report the dismissal to the Shanghai Stock Exchange [8][9].

General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [1][3] - The registered capital of the company is RMB 686,543,855 [3][6] - The company is permanently established and operates under the legal framework of the People's Republic of China [3][4] Business Objectives and Scope - The company's business objective is to create value for customers and society while maximizing shareholder rights and company value [2][4] - The business scope includes manufacturing furniture, transportation, home decoration, and sales of various goods including household appliances and building materials [4][5] Share Capital - The total number of shares issued by the company is 686,543,855, all of which are ordinary shares [6][21] - The company’s shares are issued at a nominal value of RMB 1 per share [5][6] - The company prohibits financial assistance for acquiring its shares, except for employee stock ownership plans [6][7] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, attend meetings, supervise company operations, and transfer their shares [12][34] - Shareholders must comply with laws and regulations, pay for their subscribed shares, and not misuse their rights to harm the company or other shareholders [15][16] Shareholder Meetings - The company holds annual shareholder meetings within six months after the end of the fiscal year [48] - Shareholder meetings can be convened by the board of directors or by shareholders holding more than 10% of the shares [18][54] - Decisions made at shareholder meetings require a majority or two-thirds majority vote, depending on the type of resolution [80][82] Board of Directors - The board of directors is responsible for the company's operations and must report to the shareholders [30][31] - Directors must act in the best interest of the company and its shareholders, and they can be held liable for damages caused by violations of laws or regulations [15][16] Amendments and Legal Compliance - The company’s articles of association can be amended through a special resolution passed at a shareholder meeting [82] - The company must comply with the laws, regulations, and rules set forth by the China Securities Regulatory Commission and the Shanghai Stock Exchange [43][46]

Core Viewpoint - The article outlines the annual work regulations for the Audit Committee of Qu Mei Home Group Co., Ltd, emphasizing the importance of internal control, corporate governance, and effective supervision of the annual audit process to protect the interests of shareholders and stakeholders [2][4]. Group 1: General Principles - The purpose of the work regulations is to establish a sound internal control system and improve corporate governance [2]. - The Audit Committee is responsible for overseeing the annual audit work and ensuring the effective supervision of the management's financial reporting [2]. Group 2: Audit Committee Responsibilities - The Audit Committee's main responsibilities include coordinating the audit schedule with the accounting firm, reviewing annual financial information, supervising the audit implementation, and evaluating the performance of the accounting firm [2]. - The Committee must ensure that the audit process is completed within a specified timeframe, with the audit firm submitting the audit report within five working days after completion [2][4]. Group 3: Communication and Reporting - The Audit Committee is required to maintain communication with the annual audit accountants and provide written opinions on the financial statements after reviewing them [2]. - Upon submitting the financial report to the Board, the Audit Committee must also provide a summary report from the accounting firm regarding the audit work conducted during the year [2]. Group 4: Appointment and Evaluation of Auditors - The Audit Committee must evaluate the performance and quality of the annual audit accountants before proposing their reappointment or replacement [4]. - If a change in auditors is necessary, the Committee must conduct a thorough evaluation of both the outgoing and incoming firms and present the findings to the Board and shareholders [4]. Group 5: Confidentiality and Compliance - The Audit Committee is tasked with ensuring that all parties involved in the audit process adhere to confidentiality obligations and prevent the disclosure of sensitive information [4]. - The Committee's authority must be respected, and company personnel are required to cooperate fully with the Audit Committee's activities [4].

关于规范与关联方资金往来的管理制度 （经第五届董事会第十七次会议审议批准后生效） 第一章 总 则 曲美家具集团股份有限公司 表范围的子公司。 第二章 公司与关联方资金往来的规范 第五章 "占用即冻结"机制 第九条 公司董事会对控股股东、实际控制人所持股份建立"占用即冻结" 第六章 附 则 第十四条 本制度由公司董事会负责解释。 第十条 公司董事和高级管理人员负有维护公司资产安全的法定义务，公司 董事长为"占用即冻结"机制的第一责任人，董事会秘书协助其做 好相关工作。 第十一条 公司董事、经理及其他高级管理人员违反本制度规定，协助控股股 东及其他关联方侵占公司财产，损害公司利益时，公司将视情节轻 重，对直接责任人处以警告、罚款、降职、免职、开除等处分，构 成犯罪的，提交司法机关处理。 第十二条 本制度未尽事宜，按照国家有关法律、行政法规、规范性文件和《公 司章程》等有关规定执行；本制度如与日后国家颁布的法律、行政 法规、规范性文件或经合法程序修改后的《公司章程》和公司相关 制度相抵触时，按法律、行政法规、规范性文件或经合法程序修改 后的《公司章程》和公司相关制度执行，同时本制度应及时进行修 订。 第十三条 本制 ...

Core Points - The article outlines the establishment and operational guidelines of the Nomination Committee of Qu Mei Home Group Co., Ltd, aimed at optimizing the board composition and improving corporate governance [1][4]. Group 1: General Provisions - The Nomination Committee is established to regulate the selection of directors and senior management, ensuring compliance with relevant laws and the company's articles of association [1]. - The committee is a specialized body under the board of directors, responsible for formulating selection criteria and procedures for directors and senior management [4]. Group 2: Composition of the Committee - The committee consists of three directors, with a majority being independent directors [4]. - The chairperson of the committee is an independent director, elected by the committee members and approved by the board [4]. Group 3: Responsibilities and Authority - The committee's main responsibilities include proposing the size and composition of the board, developing selection criteria for directors and senior management, and conducting candidate reviews [8]. - The committee is accountable to the board and must submit its proposals for board review [9][10]. Group 4: Decision-Making Procedures - The committee must hold at least one meeting annually, with a quorum of two-thirds of its members required for decision-making [13]. - Decisions are made by a majority vote, and the committee may invite other directors or senior management to attend meetings as needed [16]. Group 5: Selection Procedures - The committee actively engages with relevant departments to assess the need for new directors and senior management, and it conducts a thorough search for qualified candidates [12]. - A detailed review of candidates' qualifications, including professional background and work experience, is required before making recommendations to the board [12].

General Principles - The company prohibits directors and senior management from engaging in margin trading of its stocks [1] - Directors and senior management must be aware of laws and regulations regarding insider trading and market manipulation before trading [1] Share Transfer Regulations - The management system for share transfers by directors and senior management is established based on various laws and regulations [2] - Share transfers by directors and senior management are restricted under specific conditions, including within one year of stock listing and six months post-resignation [1][2] - In cases of significant legal violations, directors and senior management are prohibited from reducing their shareholdings until the company’s stock is delisted or resumes listing [1] Trading Restrictions - Directors and senior management cannot trade company stocks during specific periods, such as 15 days before the annual or semi-annual report announcements [1][2] - Additional restrictions apply during significant events that may impact stock prices [1] Disclosure Requirements - The company must disclose changes in shareholdings when the proportion of shares held by shareholders reaches certain thresholds [2] - Directors and senior management must report their shareholding changes within two trading days [29] Insider Information Management - The company must ensure that individuals with insider information do not trade company shares [4] - Directors and senior management must notify the company of their trading plans in writing before executing trades [9] Violations and Responsibilities - Violations of trading regulations may result in internal disciplinary actions and potential compensation for losses incurred by the company [34] - The company is responsible for ensuring compliance with all relevant laws and regulations regarding share trading [36]

Core Points - The company has established a Strategic Committee under the Board of Directors to enhance the scientific nature of strategic decision-making and improve corporate governance [2][5] - The Strategic Committee is responsible for researching and proposing suggestions on the company's long-term development strategy and major investment decisions [2][8] Group 1: General Provisions - The Strategic Committee is set up to adapt to the company's strategic development needs and is governed by relevant laws and the company's articles of association [1][2] - The committee consists of three directors [3] Group 2: Responsibilities and Authority - The main responsibilities of the Strategic Committee include researching and proposing suggestions on long-term strategic planning, major investments, capital operations, and other significant matters affecting the company [8][10] - The committee is also responsible for organizing expert review meetings and checking the implementation of the above matters [8][10] Group 3: Decision-Making Procedures - The committee members are nominated by the chairman or a majority of independent directors and elected by the Board [5][6] - The committee has a working group responsible for daily operations, including collecting reports and preparing decision-supporting documents [10][11] Group 4: Meeting Rules - The Strategic Committee must hold at least one meeting annually, with the ability to call temporary meetings if proposed by a majority of members [8][12] - A quorum for meetings requires the presence of at least two-thirds of the members, and decisions must be approved by a majority [12][13] - Meetings are documented, and members are bound by confidentiality regarding discussed matters [19][20]

Core Insights - The company reported a revenue of 1.731 billion yuan for the first half of 2025, a year-on-year decrease of 3.97% [1] - The net profit attributable to shareholders was -46.86 million yuan, an increase of 62.39% year-on-year [1] - The basic earnings per share was -0.07 yuan, with a weighted average return on equity of -2.21% [1] Financial Performance - The gross margin for the first half of 2025 was 36.57%, up 4.88 percentage points year-on-year [1] - The net margin was -2.64%, an increase of 4.46 percentage points compared to the same period last year [1] - In Q2 2025, the gross margin was 36.30%, a year-on-year increase of 4.39 percentage points, but a quarter-on-quarter decrease of 0.53 percentage points [1] Expenses and Costs - Total operating expenses for the first half of 2025 were 706 million yuan, an increase of 6.0039 million yuan year-on-year [2] - The expense ratio was 40.77%, up 1.95 percentage points from the previous year [2] - Sales expenses increased by 3.02%, while management and R&D expenses decreased by 4.76% and 5.74%, respectively [2] Shareholder Information - As of the end of the first half of 2025, the total number of shareholders was 25,800, an increase of 42 from the previous quarter [2] - The average market value per shareholder rose from 75,600 yuan to 137,000 yuan, an increase of 81.33% [2] Company Overview - The company is located in Chaoyang District, Beijing, and was established on April 10, 1993, with its listing date on April 22, 2015 [2] - The main business involves the research, design, production, and sales of mid-to-high-end furniture and home products [2] - Revenue composition includes 71.26% from Ekornes products, 15.70% from custom furniture, 9.07% from finished furniture, and 2.00% from decorations and others [2]