Core Viewpoint - The document outlines the working guidelines for the Board Secretary of Guangzhou Kingmed Diagnostics Group Co., Ltd, emphasizing the importance of compliance, responsibilities, and qualifications for the role to enhance corporate governance and information disclosure quality [2][4]. Group 1: General Provisions - The guidelines aim to promote standardized operations within the company and enhance the role of the Board Secretary [2]. - The Board Secretary is a senior management position responsible to the Board of Directors [2]. - The Board Secretary must adhere to laws, regulations, and the company's articles of association, bearing fiduciary and diligence obligations [2]. Group 2: Qualifications of the Board Secretary - The Board Secretary must possess at least a college degree and have over three years of experience in relevant fields [5]. - Required knowledge includes finance, taxation, law, finance, corporate management, and computer applications [5]. - A good personal character and professional ethics are essential, along with strong communication skills [5]. Group 3: Responsibilities of the Board Secretary - The Board Secretary is responsible for communication with regulatory bodies and ensuring compliance with reporting obligations [6]. - Duties include managing information disclosure, coordinating board meetings, and maintaining confidentiality of insider information [6][7]. - The role involves managing investor relations and ensuring effective communication with stakeholders [6][7]. Group 4: Appointment and Dismissal of the Board Secretary - The company must appoint a Board Secretary within three months of its initial public offering or the previous Secretary's departure [8]. - The Board Secretary cannot hold other positions in the controlling shareholder's unit, and independent directors cannot serve as Board Secretaries [8]. - Dismissal of the Board Secretary requires valid reasons, and the company must report such actions to regulatory bodies [8]. Group 5: Obligations and Support for the Board Secretary - The Board Secretary must act in the best interest of the company and shareholders, avoiding conflicts of interest [10]. - The company is required to provide necessary support and resources for the Board Secretary to fulfill their duties effectively [12]. - A dedicated securities affairs management department should be established to assist the Board Secretary [12]. Group 6: Accountability System for the Board Secretary - If the Board Secretary sells company shares within six months of purchase, the profits must be returned to the company [15]. - The Board Secretary and responsible personnel are liable for any misleading disclosures that result in investor losses [15]. - The company must cooperate with regulatory investigations if the Board Secretary violates laws or regulations [15].

General Principles - The investment management system aims to standardize the external investment behavior of Guangzhou Kingmed Diagnostics Group Co., Ltd., enhance management, mitigate risks, and protect the interests of investors [1] - External investment refers to the company's various forms of investment activities using monetary funds, equity, or assessed physical or intangible assets for future returns [1] Types of Investments - Investments are categorized into short-term and long-term based on duration, with short-term investments being those that can be liquidated within one year, and long-term investments exceeding one year [1] Investment Approval Authority - The company implements a professional management and hierarchical approval system for external investments, with specific thresholds for approval by the shareholders' meeting, board of directors, and general manager [2][4] - Shareholders' meeting approval is required for transactions exceeding 50% of total assets or net assets, or absolute amounts over 50 million yuan [2] - The board of directors can approve transactions exceeding 10% of total assets or net assets, or absolute amounts over 1 million yuan [2] Investment Management Organization - The shareholders' meeting and board of directors serve as decision-making bodies for external investments, while the general manager is responsible for implementing investment projects [8][9] - The finance department manages daily financial operations related to external investments, including funding and compliance with legal requirements [9] Investment Procedures - Short-term investment decisions involve pre-selection of investment opportunities by the general manager's office, with financial assessments provided by the finance department [11] - Long-term investment projects require preliminary evaluations and feasibility studies, followed by board approval [12] Financial Management and Auditing - The finance department is responsible for comprehensive financial records of external investments, ensuring compliance with accounting standards [49] - Annual checks of long-term and short-term investments are mandated, along with regular audits of subsidiaries [51][52] Amendments and Effectiveness - The investment management system is subject to amendments as per national laws and regulations, and it becomes effective upon approval by the shareholders' meeting [55]

Core Points - The document outlines the management system for related party transactions of Guangzhou Kingmed Diagnostics Group Co., Ltd, aiming to standardize related transactions, enhance operational compliance, and protect the rights of investors, especially minority shareholders [1][2][3] Group 1: General Principles - The company must ensure that related transactions are legal, necessary, reasonable, and fair, maintaining independence and avoiding manipulation of financial indicators [2][3] - Related transactions must not conceal relationships or evade disclosure obligations [2][3] Group 2: Identification of Related Parties and Transactions - Related parties include both legal entities and natural persons who have significant control or ownership over the company [5][6] - Related transactions are defined as those that may lead to the transfer of resources or obligations between the company and its related parties [10][11] Group 3: Reporting and Disclosure - The company is required to maintain and update a list of related parties, ensuring timely reporting of any changes [7][8] - Disclosure of related transactions must comply with relevant regulations, including the Shanghai Stock Exchange rules and accounting standards [10][11] Group 4: Decision-Making and Approval Procedures - Related transactions exceeding certain thresholds must be submitted for board approval and disclosed accordingly [17][18] - Independent directors must review significant related transactions before board approval [25][26] Group 5: Pricing of Related Transactions - Related transactions must be conducted at fair prices, with specific pricing methods outlined, such as cost-plus and comparable uncontrolled price methods [29][30] - If pricing cannot be determined by standard methods, the company must disclose the principles and methods used for pricing [32] Group 6: Special Provisions for Major Transactions - For significant related transactions, such as purchasing assets at a premium, the company must provide a profit forecast report and ensure shareholder participation in decision-making [47][48] - The company must disclose any discrepancies between actual profits and forecasts for three consecutive years following the transaction [49][50] Group 7: Exemptions from Disclosure - Certain transactions, such as those providing unilateral benefits without obligations, may be exempt from the usual disclosure and approval processes [51][52] - The company can apply for exemptions for transactions that do not significantly impact its interests or violate confidentiality laws [55][56]

Core Viewpoint - The document outlines the external guarantee management system of Guangzhou Kingmed Diagnostics Group Co., Ltd, aiming to regulate external guarantee behaviors, enhance management, control risks, and protect the interests of shareholders and stakeholders [2][3]. Group 1: General Principles - The company establishes this system based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2]. - The term "subsidiary" refers to a controlled subsidiary by the company [2]. - "Guarantee" includes various forms such as loan guarantees, bank letters of credit, and other legal guarantees [2]. Group 2: Approval and Review Procedures - All external guarantees must be approved by the company's shareholders' meeting or board of directors [3]. - Subsidiaries must obtain approval from the company before providing external guarantees [3]. - Guarantees exceeding 10% of the latest audited net assets require shareholders' meeting approval [4]. Group 3: Contract Review and Establishment - A guarantee contract must be established after approval from the board or shareholders [6]. - The contract must comply with relevant laws and clearly define the obligations and rights of both parties [6][10]. - The signing authority must have the board or shareholders' approval for the guarantee [6]. Group 4: Risk Management - The finance department is responsible for assessing the creditworthiness of the guaranteed party and managing the guarantee process [7]. - The legal department handles legal disputes arising from guarantees and ensures compliance with legal requirements [7]. - The company must take necessary measures to control risks if the guaranteed party shows signs of default [9]. Group 5: Information Disclosure - The company must disclose guarantee information according to legal requirements and ensure timely reporting of any significant changes [12][48]. - Any department involved in guarantees must report to the board secretary and provide necessary documentation for disclosure [13]. Group 6: Responsibilities of Related Personnel - Individuals signing guarantee contracts without authorization may lead to the company seeking compensation from them [14]. - The board of directors is responsible for ensuring compliance with the guarantee management system and may face liability for violations [14].

Core Points - The document outlines the insider information management system of Guangzhou Kingmed Diagnostics Group Co., Ltd, aimed at regulating insider information management, enhancing confidentiality, and preventing insider trading [1][2] - The system is established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] Group 1: General Provisions - The system applies to the company, its departments, subsidiaries, and associated companies where the company holds a significant influence [1] - The Board of Directors is responsible for the registration and management of insider information personnel, with the Board Secretary organizing the implementation [2] - The company’s Audit Committee supervises the implementation of the insider information management system [2] Group 2: Insider Information and Personnel - Insider information refers to non-public information that significantly impacts the company's operations, finances, or stock market prices [3] - The system specifies that insider information personnel must maintain confidentiality and cannot disclose or trade based on insider information before it is publicly disclosed [5][6] Group 3: Registration Management - The company must maintain a record of insider information personnel, including their knowledge of insider information and the circumstances surrounding it [9][10] - Insider information personnel are required to fill out an insider information personnel record upon becoming aware of such information [11] Group 4: Confidentiality Management and Accountability - Insider information personnel have a responsibility to keep insider information confidential and must not leak or misuse it for personal gain [22][23] - The company will impose penalties on personnel who violate confidentiality obligations, including potential legal action [26][27] Group 5: Reporting and Documentation - The company must report insider information personnel records to the Shanghai Stock Exchange and the Guangdong Securities Regulatory Bureau within five trading days after the public disclosure of insider information [14][13] - Documentation related to insider information and personnel must be retained for at least ten years [11]

Core Viewpoint - The document outlines the code of conduct for the board of directors and senior management of Guangzhou Kingmed Diagnostics Group Co., Ltd, emphasizing the importance of integrity, compliance with laws, and the protection of company interests [2][3]. Summary by Sections General Principles - Directors and senior management must adhere to laws, regulations, and the company's articles of association, ensuring loyalty and diligence in their duties [2]. - They are prohibited from using their positions for personal gain or accepting bribes [3]. Director Conduct - Directors must actively seek detailed information before making decisions and ensure compliance with legal and regulatory requirements [5]. - Attendance at board meetings is mandatory unless a valid reason is provided, and they must not accept vague or unlimited proxies [8]. - Directors must avoid conflicts of interest, especially in related party transactions, and must report any significant issues to the stock exchange [12][7]. Senior Management Conduct - Senior management is required to act in the best interests of the company and shareholders, executing board resolutions without unauthorized changes [33]. - They must report significant operational or financial events to the board promptly [34]. Additional Provisions - The code of conduct is effective from the date of board approval and is subject to interpretation by the board [37][15].

Core Points - The article outlines the implementation rules for the Audit Committee of Guangzhou Kingmed Diagnostics Group Co., Ltd, aimed at enhancing the decision-making function of the board and ensuring effective supervision of the management team [1][3][4] Group 1: General Provisions - The Audit Committee is established to strengthen the board's decision-making capabilities and ensure professional audits [1] - The committee is responsible for communication, supervision, and verification of both internal and external audits [1][2] Group 2: Composition of the Committee - The Audit Committee consists of three directors, with a majority being independent directors, including at least one accounting professional [3] - The committee is chaired by an independent director who is an accounting professional, elected by the independent directors and approved by the board [3][4] Group 3: Responsibilities and Authority - The committee has the authority to review the company's periodic reports, inspect financials, supervise management actions, and report any violations to the board [5][6] - It is responsible for approving financial disclosures, hiring or firing external auditors, and overseeing internal audit functions [6][7] Group 4: Decision-Making Procedures - The Audit Committee must meet at least quarterly, with provisions for special meetings as needed [14] - Decisions require the presence of at least two-thirds of the committee members, and voting can be conducted in various formats [15][16] Group 5: Meeting Rules - Meetings must be documented accurately, with records maintained for ten years [27] - Members have confidentiality obligations regarding the matters discussed in meetings [28] Group 6: Final Provisions - The implementation rules take effect upon board approval and are subject to national laws and the company's articles of association [29][30] - The board retains the right to interpret these rules [31]

Core Viewpoint - The document outlines the management system for the shares held by the directors and senior management of Guangzhou Kingmed Diagnostics Group Co., Ltd, emphasizing compliance with relevant laws and regulations regarding share trading and disclosure [1][2][3]. Group 1: Management Procedures - The system applies to shares held by directors, senior management, and their concerted actors, including all shares registered in their securities accounts and related derivatives [2]. - Directors and senior management must notify the board secretary in writing before buying or selling company shares, allowing for verification of compliance with disclosure and legal requirements [4][5]. - The company must apply to the Shanghai Stock Exchange for shares held by directors and senior management to be registered as restricted shares under certain conditions [6][7]. Group 2: Reporting and Disclosure - Directors and senior management must report any changes in their shareholdings within two trading days, including details such as the number of shares before and after the change, transaction date, and reason for the change [6][10]. - The board secretary is responsible for confirming the share management information and ensuring timely and accurate reporting to the Shanghai Stock Exchange [10][13]. Group 3: Trading Restrictions - Directors and senior management are prohibited from transferring shares within one year of the company's stock listing and for six months after leaving their positions [8][9]. - There are specific periods during which directors and senior management cannot trade shares, such as 15 days before the announcement of annual or semi-annual reports [20][21]. Group 4: Compliance and Penalties - The company will take disciplinary actions against directors and senior management who violate trading regulations, including the recovery of profits from illegal trades [29][30]. - The document specifies that any insider trading or violations of the securities law will lead to legal consequences, including potential criminal liability [29][30].

Core Points - The company aims to protect the legal rights of shareholders, employees, and creditors while standardizing its organization and behavior according to relevant laws and regulations [2][3] - The company was established as a joint-stock company in accordance with the Company Law of the People's Republic of China and is registered with the Guangzhou Market Supervision Administration [2][3] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 68.68 million shares on August 18, 2017, and was listed on the Shanghai Stock Exchange on September 8, 2017 [3][4] - The registered capital of the company is RMB 463.258275 million [3][4] Company Structure - The company is a permanent joint-stock company with all assets divided into equal shares, and shareholders are liable only to the extent of their subscribed shares [3][4] - The legal representative of the company is the chairman, and the company must appoint a new legal representative within 30 days if the current one resigns [3][4] - The company has established a Communist Party organization to play a leading role in its operations [4] Business Objectives and Scope - The company's business objective is to become the best third-party testing institution in China by improving testing technology and expanding its services [4][5] - The main business activities include investment consulting, biotechnology development, software development, environmental monitoring, and various testing services [4][5] Share Issuance and Capital Structure - The company's shares are issued in the form of stocks, and all shares of the same category have equal rights [5][6] - The total number of shares issued by the company is 463.258275 million, all of which are ordinary shares [5][6] - The company can provide financial assistance for others to acquire its shares under certain conditions, with a limit of 10% of the total issued capital [6][7] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, attend meetings, supervise company operations, and transfer their shares [13][14] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [18][19] - Shareholders who abuse their rights may be held liable for damages to the company or other shareholders [18][19] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [51][52] - Shareholder meetings must be convened in accordance with legal and regulatory requirements, and the notice must include detailed information about the meeting [61][62] - Shareholders holding more than 10% of the shares can request a temporary meeting, and the board must respond within 10 days [30][31]

General Provisions - The purpose of the guidelines is to improve management efficiency and governance structure of Guangzhou Kingmed Diagnostics Group Co., Ltd, clarifying the responsibilities of the general manager and ensuring the company's stable development [2][4]. Qualifications - The general manager and senior management must possess integrity, diligence, strong sense of responsibility, and teamwork spirit [4]. - Candidates should have substantial management experience, economic theory knowledge, and strong management capabilities [4]. - Familiarity with industry operations and relevant national policies is required [4]. Appointment and Dismissal Procedures - The general manager is appointed or dismissed by the board of directors, with a term of three years, which can be renewed [6][11]. - The general manager can resign before the term ends, following procedures outlined in the labor contract [6]. Powers and Duties - The general manager is responsible for the company's operations, implementing board resolutions, and reporting to the board [8]. - Responsibilities include organizing annual plans, drafting internal management structures, and managing daily operational expenses [9]. - The general manager can hire and dismiss other management personnel, propose board meetings, and represent the company in contracts [9][12]. General Manager's Office Meeting System - The general manager's office meetings are held monthly to discuss major operational issues and execute board resolutions [21][22]. - Decisions made in these meetings are documented and must be reported to the board when necessary [25][26]. Reporting - The general manager must regularly report to the board on significant operational matters, with reports submitted biannually [36][38]. - Reports should cover the execution of board resolutions, operational plans, financial status, and major contracts [38]. Miscellaneous - The board is responsible for modifying these guidelines, which take effect upon board approval [40][41].