Core Viewpoint - The document outlines the management system for related party transactions of Qu Mei Home Group Co., Ltd, emphasizing the need for fairness, transparency, and compliance with relevant regulations to protect the interests of shareholders and creditors, especially minority investors [2][5][18]. Group 1: General Principles - The management system aims to strengthen the oversight of related party transactions, ensuring that contracts are fair, open, and equitable [2]. - Related party transactions include various activities such as asset purchases, financial assistance, and service provision [2][5]. - The document defines related parties, including both legal entities and natural persons, and outlines the criteria for identifying them [3][5]. Group 2: Pricing and Management of Related Transactions - The pricing of related party transactions should primarily follow market prices; if unavailable, cost-plus pricing or negotiated prices may be used [4][11]. - The financial department is responsible for tracking market price changes and reporting them to the board [12]. - Independent financial advisors may be engaged to assess the fairness of transaction prices when necessary [8][12]. Group 3: Approval Procedures - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed [9][16]. - Related party transactions must be reviewed by the board, with related directors abstaining from voting [30][31]. - The company must ensure that related party transactions do not lead to the misuse of company resources [8][18]. Group 4: Disclosure Requirements - The company is required to disclose details of related party transactions, including the nature of the relationship, pricing policies, and the impact on financial performance [18][42]. - Specific transactions that benefit the company without any obligations may be exempt from the usual approval and disclosure processes [43].

Core Points - The document outlines the external guarantee management system of Qu Mei Home Furnishing Co., Ltd, aiming to regulate external guarantee behavior, control risks, and protect shareholders' rights [2][11] - The system applies to the company and its subsidiaries, defining external guarantees as those provided by the company for others, including guarantees for subsidiaries [2][3] - The company must disclose relevant information regarding external guarantees in accordance with laws and regulations [4][9] Chapter Summaries Chapter 1: General Principles - The purpose of the system is to standardize external guarantee behavior and protect shareholder rights [2] - The system is applicable to the company and its subsidiaries [2] Chapter 2: Basic Principles of External Guarantees - External guarantees must adhere to principles of equality, voluntariness, fairness, integrity, and mutual benefit [6] - The board of directors must review and approve external guarantees [8][15] Chapter 3: Approval Authority and Procedures - Guarantees exceeding 10% of the latest audited net assets require shareholder approval [15] - The company must conduct due diligence on the creditworthiness of the guaranteed party [9][30] Chapter 4: Risk Management of Guarantees - The company must establish internal control systems to prevent unauthorized signing of guarantee contracts [26] - Regular assessments of the financial status and repayment ability of the guaranteed party are required [30][31] Chapter 5: Supplementary Provisions - The company must take protective measures to recover losses from guarantees provided to related parties [11] - Any violations of the guarantee policy must be disclosed and corrected promptly [36]

Core Points - The internal audit system of Qu Mei Home Furnishing Group Co., Ltd. aims to standardize internal audit work, enhance economic management, and improve economic efficiency [1][2] - The internal audit department is responsible for supervising the company's business activities, risk management, internal controls, and financial information [1][4] - The internal audit institution must maintain independence and report directly to the audit committee [1][5] Group 1: Internal Audit Responsibilities - The internal audit institution is tasked with evaluating the completeness, rationality, and effectiveness of internal control systems across the company and its subsidiaries [1][2] - It must audit the legality, compliance, authenticity, and completeness of accounting and economic data, including financial reports and performance forecasts [2][3] - The internal audit department is required to report to the audit committee at least quarterly, detailing the execution of the audit plan and any issues discovered [2][4] Group 2: Audit Procedures and Implementation - The internal audit institution can request timely submission of financial and operational plans, budgets, and relevant documents from audited units [4][5] - It is responsible for conducting audits on significant external investments, asset purchases and sales, guarantees, and related transactions [6][10] - The internal audit institution must submit an annual audit work report to the audit committee within two months after the end of each fiscal year [2][5] Group 3: Compliance and Reporting - The audit committee oversees the internal audit institution's work, reviews the annual audit plan, and ensures compliance with regulations [1][5] - The internal audit institution must evaluate the effectiveness of internal controls related to financial reporting and information disclosure [13][27] - Any significant deficiencies or risks identified in internal controls must be reported to the audit committee and disclosed to the Shanghai Stock Exchange [5][19]

Core Viewpoint - The company has established a system for accountability regarding significant errors in annual report disclosures to enhance the quality and transparency of financial reporting [1][2][3] Group 1: Accountability System - The accountability system applies to directors, senior management, subsidiary heads, and other personnel involved in annual report disclosures [2][3] - The system aims to ensure compliance with relevant laws and regulations, including the Securities Law and Accounting Law, to prevent significant economic losses or negative social impacts [1][2] - The principles of accountability include objectivity, fairness, and correspondence between fault and responsibility [2][3] Group 2: Scope of Significant Errors - Significant errors in annual report disclosures include major accounting errors in financial reports, substantial omissions, and discrepancies between performance forecasts and actual results [2][3] - Specific situations that warrant accountability include violations of accounting standards and significant differences in reported financial data [3] Group 3: Correction of Errors - The company is required to promptly issue supplementary and corrective announcements for significant errors or omissions in annual report disclosures [3][4] - Corrections must adhere to established disclosure rules and guidelines [3] Group 4: Consequences of Errors - The company will pursue accountability for individuals responsible for significant errors, including potential disciplinary actions such as warnings, demotions, or termination [3][4] - Factors that may lead to harsher penalties include severe consequences resulting from intentional misconduct or repeated errors [4]

Core Points - The document outlines the operational guidelines for the General Manager of Qu Mei Home Group Co., Ltd, aiming to enhance the corporate governance structure and management efficiency [5][6]. Group 1: General Provisions - The company establishes a General Manager position to oversee daily operations and implement board decisions [5]. - The General Manager is responsible for appointing or dismissing management personnel not requiring board approval [5]. - Monthly operational meetings are held to review past performance and plan future activities [5]. Group 2: Responsibilities of the General Manager - The General Manager leads the company's production and operational management, implements annual plans, and proposes internal management structures [6]. - Responsibilities include drafting management regulations, suggesting appointments for senior management, and executing other powers granted by the board [6]. Group 3: Responsibilities of the Financial Officer - The Financial Officer manages the company's financial operations and develops financial accounting systems [6]. - Duties include preparing financial reports, supervising major investment projects, and ensuring compliance with financial plans [6]. Group 4: Decision-Making Authority - The General Manager has full responsibility for matters not explicitly reserved for the shareholders' meeting or board, with significant matters reported to the board [6]. - Major contracts require the General Manager's approval and signature [6].

Core Points - The article outlines the insider information management system of Qu Mei Home Group Co., Ltd, aimed at regulating insider information management, enhancing confidentiality, and protecting investors' rights [2][3]. Group 1: General Principles - The system is established in accordance with various laws and regulations, including the Company Law and Securities Law, to ensure fair information disclosure and protect investors' rights [2]. - The board of directors is responsible for the management of insider information, ensuring that the insider information registry is accurate and complete before public disclosure [3]. Group 2: Scope of Insider Information - Insider information includes significant changes in business policies, major investments exceeding 30% of total assets, important contracts, major debts, significant losses, and changes in external conditions affecting operations [3][4]. - The definition of insider information also encompasses changes in management, significant shareholder changes, major lawsuits, and any criminal investigations involving the company or its executives [4][5]. Group 3: Insider Information Registrants - Insider information registrants include company directors, senior management, shareholders holding over 5% of shares, and personnel who may acquire insider information due to their roles [8][9]. - The company must maintain a complete record of all individuals who have access to insider information, including the time, method, and content of the information received [9][10]. Group 4: Management and Registration Procedures - The company must ensure that insider information is circulated only within the relevant departments and that any external disclosure is approved by the board secretary [7][8]. - A registration form for insider information registrants must be filled out accurately and submitted to the Shanghai Stock Exchange within five trading days after the information is publicly disclosed [12][18]. Group 5: Confidentiality Management - Insider information registrants are required to maintain confidentiality and are prohibited from disclosing insider information to external parties or using it for personal gain [21][22]. - The company must implement measures to prevent unauthorized access to insider information and ensure that any requests for such information from major shareholders are justified [23][24]. Group 6: Accountability and Penalties - Violations of the insider information management system may result in disciplinary actions, including termination of employment and legal consequences for severe breaches [27][32]. - The company reserves the right to pursue civil liability against individuals who cause losses through unauthorized disclosure of insider information [32][33].

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]

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 ...