甬金科技集团股份有限公司 独立董事工作细则 第一章 总则 第一条 甬金科技集团股份有限公司（以下简称"公司"）为进一步完善法人 治理结构，强化对内部董事及经理层的约束和监督机制，保护中小股东及债权人 的利益，促进公司的规范运作，现参考中国证券监督管理委员会（以下简称"中 国证监会"）颁布的《上市公司独立董事管理办法》（以下简称"《独立董事管理 办法》"）、 《上市公司独立董事履职指引》、 《上市公司治理准则》及国家有关法律、 法规和《甬金科技集团股份有限公司章程》（以下简称"《公司章程》"）的有关 规定，特制定本细则。 第二章 一般规定 第二条 独立董事是指不在公司担任除董事外的其他职务，并与公司及公司 主要股东、实际控制人不存在直接或者间接利害关系，或者其他可能影响其进行 独立客观判断关系的董事。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务。独立董事应当按 国家相关法律、行政法规、中国证监会规定、证券交易所业务规则和《公司章程》 要求，认真履行职责，在董事会中发挥参与决策、监督制衡、专业咨询作用，维 护本公司整体利益，保护中小股东合法权益。 第四条 独立董事应当独立履行职责，不受公司及其主要股东、实 ...

General Principles - The board of directors is the executive body of the shareholders' meeting and the decision-making body for the company's management, responsible for major operational decisions aimed at maximizing shareholder interests [1][2] - The rules are binding on all directors of the company and are established to ensure efficient decision-making and compliance with relevant laws and regulations [1][2] Directors - Directors must be natural persons and are not required to hold shares in the company. Certain disqualifications for directors are outlined, including criminal convictions and bankruptcy responsibilities [2][3] - Directors are elected by the shareholders' meeting for a term of three years, with provisions for re-election and replacement [3][4] - Directors have fiduciary duties to the company, including obligations to act in the company's best interests and to avoid conflicts of interest [4][5] Board of Directors - The board consists of nine directors, including three independent directors and one employee representative, with a chairman elected by the board [8][9] - The board has the authority to make significant decisions regarding capital increases, mergers, acquisitions, and the appointment of senior management [9][10] - The board must establish strict review and decision-making procedures for major investments and transactions, requiring approval for transactions exceeding specified thresholds [11][12] Board Meetings - The board must hold at least two meetings annually, with provisions for regular and temporary meetings [17][18] - Meeting notifications must be sent in advance, and attendance is mandatory for directors, who may delegate their voting rights under certain conditions [19][20] - Decisions require a majority vote from attending directors, and detailed records of meetings must be maintained [23][24] Committees - The board establishes specialized committees, including an audit committee responsible for overseeing financial reporting and internal controls [30][31] - Committees must report their findings and recommendations to the board, and their proposals must be documented and disclosed if not fully adopted [32][33] Amendments and Implementation - The rules are effective upon approval by the shareholders' meeting and must be revised in accordance with changes in laws and regulations [29][30] - The board is responsible for interpreting the rules and ensuring compliance with legal standards [29][30]

Core Points - The company has established a fundraising management system to regulate the use and management of raised funds in accordance with relevant laws and regulations [1][16] - The raised funds must be used exclusively for the purposes specified in the prospectus or fundraising documents, and any changes require a resolution from the shareholders' meeting [1][10] - The company must maintain a special account for the raised funds, ensuring that they are not mixed with other funds [6][7] Fundraising Management - The board of directors and senior management are responsible for ensuring the proper use of raised funds and must disclose any changes in their usage [2][12] - The company must enter into a tripartite supervision agreement with the sponsor and the bank where the funds are stored, detailing the management and oversight of the funds [3][4] - Any withdrawal of funds exceeding 20% of the net amount raised must be reported to the sponsor [3][4] Fund Usage - The company must adhere to the investment plans outlined in the prospectus and ensure that funds are not used for financial investments or to benefit related parties improperly [10][12] - If there are significant changes in the market environment or if the project is delayed for over a year, the company must reassess the feasibility of the investment project [5][11] - The company can temporarily use idle funds for cash management, provided it does not affect the normal investment plans [6][7] Changes in Fund Usage - Any changes in the use of raised funds must be approved by the board and disclosed to the shareholders [10][11] - The company must provide detailed reasons for any changes, including the original project details and the new project's feasibility [11][12] - If the raised funds are to be used for acquiring assets from controlling shareholders, measures must be taken to avoid conflicts of interest [12][13] Reporting and Supervision - The company is required to disclose the actual use of raised funds accurately and completely [12][25] - The board must conduct a comprehensive review of the fundraising projects every six months and prepare a special report on the management and usage of the funds [12][26] - Independent auditors may be engaged to verify the management and usage of the funds, and any violations must be reported [12][27]

Core Viewpoint - The company has established a management system to prevent the controlling shareholder and related parties from occupying company funds, ensuring the protection of the company's, shareholders', and other stakeholders' legal rights [1][2]. Group 1: General Principles - The system applies to the financial management between the controlling shareholder, actual controller, and related parties with the company, as well as between the controlling shareholder and subsidiaries included in the consolidated financial statements [1]. - The company aims to prevent any form of fund occupation by the controlling shareholder and related parties, including but not limited to salary advances, debt repayments, and unauthorized loans [2][3]. Group 2: Preventive Measures - The board of directors is responsible for managing the prevention of fund occupation, with the chairman being the primary responsible person and the finance department being the functional department for implementing preventive measures [4][5]. - Regular checks will be conducted by the audit department and finance department to monitor non-operational fund transactions with the controlling shareholder and related parties [4][5]. Group 3: Accountability and Penalties - If the controlling shareholder or related parties occupy company funds, they will be held liable for compensation, and the board may propose the dismissal of responsible directors [6][7]. - The company will not provide guarantees to the controlling shareholder or related parties, and all directors must carefully manage the risks associated with such guarantees [6][7]. Group 4: Applicability and Implementation - Normal commercial transactions between the company and the controlling shareholder or related parties are not subject to this system, but any indirect fund occupation through extended payment periods is prohibited [8]. - The system will be implemented upon approval by the shareholders' meeting and will be subject to relevant laws and regulations [8].

Core Viewpoint - The document outlines the external guarantee management measures of Yongjin Technology Group Co., Ltd., aiming to standardize guarantee behaviors, protect investors' rights, and ensure financial safety while minimizing operational risks [1]. Group 1: General Provisions - The purpose of the management measures is to regulate the company's external guarantee activities and safeguard investor interests [1]. - The term "subsidiary" refers to companies under the actual control of Yongjin Technology [2]. - Guarantees include various forms such as loan guarantees, bank acceptance bills, and commercial acceptance bills [1][2]. Group 2: Approval and Disclosure of Guarantees - Guarantees requiring shareholder approval must first be reviewed by the board of directors [2]. - Specific conditions necessitating shareholder approval include guarantees exceeding 10% of the latest audited net assets or total guarantees exceeding 50% of net assets [2]. - The company must disclose the total amount of external guarantees and their proportion to the latest audited net assets [5]. Group 3: Contract Review and Establishment - Guarantees must be formalized through a contract that complies with relevant laws and regulations [14]. - The signatory must hold the board or shareholder meeting's resolution regarding the guarantee [16]. - Contracts must be reviewed for unfavorable terms or unforeseen risks [18]. Group 4: Risk Management - The finance department is responsible for reviewing guarantee applications and managing the guarantee process [22]. - The company must take necessary measures to control risks if the guarantor's ability to repay is in doubt [31]. - The company should initiate recovery procedures if the guaranteed party fails to fulfill repayment obligations [29]. Group 5: Responsibilities of Related Personnel - Directors and relevant personnel who violate the established procedures may be held accountable for damages caused to the company [42]. - Personnel failing to perform their duties correctly, resulting in losses, may face penalties or disciplinary actions [44]. Group 6: Implementation and Amendments - The management measures take effect upon approval by the shareholders' meeting and will be amended as necessary [45]. - In case of conflicts with future laws or regulations, the latter will prevail [45].

Core Points - The document outlines the management measures for related party transactions of Yongjin Technology Group Co., Ltd, aiming to ensure fairness and protect the rights of all shareholders [1][2][3] Group 1: General Principles - The management measures are established based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] - The measures are binding on shareholders, directors, senior management, and other personnel [2] - Related party transactions must be documented in written agreements that adhere to principles of equality, voluntariness, equivalence, and compensation [3] Group 2: Content of Related Party Transactions - Related party transactions include resource or obligation transfers between the company and its controlling subsidiaries with related parties, covering various activities such as asset purchases, investments, and financial assistance [6][7] - Related parties include both legal entities and natural persons that meet specific criteria, such as controlling the company or holding significant shares [8][9] Group 3: Avoidance of Related Directors and Shareholders - Directors involved in related transactions must abstain from voting, and meetings can proceed with a majority of non-related directors [11] - Related shareholders must also abstain from voting on related transactions, ensuring that their voting rights do not count towards the total [12][13] Group 4: Execution of Related Party Transactions - All related party transactions requiring shareholder approval must be executed according to the decisions made by the shareholders [17] - Written agreements for related transactions must be clear and specific, and any significant changes to these agreements require re-approval [18] Group 5: Disclosure and Approval of Related Party Transactions - Transactions with related natural persons must be disclosed and submitted for board review if they exceed certain thresholds [19][20] - The company is prohibited from providing financial assistance to related parties unless specific conditions are met, including approval from non-related directors [22][23] Group 6: Reporting and Documentation - The company must submit various documents related to related party transactions, including announcements, agreements, and board resolutions [26][27] - Disclosure of related transactions must include details on pricing policies, transaction purposes, and the impact on the company's financial status [28][29]

Core Viewpoint - The document outlines the selection and appointment procedures for accounting firms by Yongjin Technology Group Co., Ltd, emphasizing the importance of maintaining shareholder interests and ensuring high-quality financial information [1][2]. Group 1: General Principles - The selection of accounting firms must comply with relevant laws and the company's articles of association [1]. - The appointment process requires approval from both the board of directors and the shareholders' meeting, following a majority agreement from the audit committee [1][2]. Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess qualifications related to securities and futures, have a good record of professional quality, and meet specific criteria such as independent status and familiarity with financial regulations [1][2][3]. Group 3: Selection Procedure - The audit committee is responsible for the selection process, which includes developing policies, initiating the selection, and evaluating the firms based on predetermined criteria [2][3]. - The selection can be conducted through public, invited, or single selection methods to ensure fairness [2][3]. Group 4: Appointment Process - The basic procedure for appointing an accounting firm includes the audit committee's qualification review, board approval, and subsequent shareholder approval [3][4]. - The company must disclose information regarding the selected accounting firm and the audit agreement [3][4]. Group 5: Reappointment and Evaluation - The audit committee must evaluate the performance and quality of the accounting firm before reappointing them for the next fiscal year [4][5]. - Documentation related to the selection and appointment process must be preserved for at least ten years [4][5]. Group 6: Supervision and Penalties - The audit committee is tasked with supervising the selected accounting firms, ensuring compliance with laws and the execution of the audit agreement [6][7]. - Serious violations by the accounting firms can lead to penalties, including dismissal and potential economic sanctions against responsible individuals [7][8]. Group 7: Miscellaneous Provisions - Any matters not covered by this system will be governed by relevant national laws and regulations [9]. - The board of directors is responsible for interpreting this system, which takes effect upon approval by the shareholders' meeting [9].

| 审议结果：通过 | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 表决情况： | | | | | | | | | | | 股东类型 | 同意 | | | 反对 | | | 弃权 | | | | 票数 | | | 比例（%） | 票数 | | 比例（%） | 票数 | | 比例（%） | | A股 | 188,625,384 | 99.0581 | | 1,743,600 | 0.9156 | 49,850 | 0.0263 | | | | 审议结果：通过 | | | | | | | | | | | 表决情况： | | | | | | | | | | | 股东类型 | | 同意 | | | 反对 | | 弃权 | | | | 票数 | | | 比例（%） | | 票数 | 比例（%） | | 票数 | 比例 | | （%） | | | | | | | | | | | A股 | 188,614,784 | | 99.0525 | 1,750,700 | 0.9193 | 53,350 | 0. ...

证券日报网讯 9月1日晚间，甬金股份发布公告称，公司2025年第二次临时股东大会于2025年9月1日召 开，审议通过了《关于公司2025年半年度利润分配预案的议案》等多项议案。 （文章来源：证券日报） ...

甬金科技集团股份有限公司 董事会议事规则 第一章 总则 第一条 为适应建立现代企业制度的要求，维护股东的合法权益，规范公司董事会的 议事方法和程序，提高董事会工作效率，确保董事会决策的科学性，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》及《甬金科技集团股份 有限公司章程》（以下简称"公司章程"）的规定，特制定本议事规则。 第二条 董事会是公司股东会的执行机构和公司经营管理的决策机构，负责公司发展 目标和重大经营活动的决策。董事会议事、决策以及为实施决策所做的各种安排，均以 股东利益最大化为最终目的，并平等对待全体股东，关注其他相关人士的利益。 第三条 董事会对股东会负责，严格依据国家有关法律、法规和公司章程的规定履行 职责。 第四条 本规则对公司全体董事具有约束力。 第二章 董事 第五条 公司董事为自然人，董事无需持有公司股份。有下列情形之一者，不得担任 公司的董事： （一）无民事行为能力或者限制民事行为能力； （二）因贪污、贿赂、侵占财产、挪用财产或者破坏社会主义市场经济秩序，被判 处刑罚，执行期满未逾五年，或者因犯罪被剥夺政治权利，执行期满未逾五年，被宣告 缓刑的，自缓刑 ...