Core Viewpoint - The information disclosure management system of Shanghai Qifan Cable Co., Ltd. aims to ensure that the company operates in compliance with laws and regulations, providing accurate, complete, timely, and fair information to protect the rights of the company and its investors [1][2]. Group 1: General Principles - The system is established based on relevant laws such as the Company Law and Securities Law, as well as the Shanghai Stock Exchange's listing rules [1]. - Information is defined as any significant event that could impact the trading price of the company's securities and must be disclosed as required by regulatory authorities [1][2]. Group 2: Disclosure Responsibilities - The disclosure obligations apply to the board of directors, senior management, and other relevant personnel within the company [2]. - The board secretary is designated as the primary contact with the Shanghai Stock Exchange and is responsible for managing disclosure matters [2][3]. Group 3: Basic Principles of Disclosure - Continuous disclosure is a responsibility of the company, which must adhere to principles of truthfulness, accuracy, completeness, timeliness, and fairness [3][4]. - The company must ensure that all investors have equal access to disclosed information and must not selectively disclose information [5][6]. Group 4: Reporting Procedures - The company must submit relevant announcements and documents to the Shanghai Stock Exchange for review before public disclosure [6][7]. - Information must be disclosed in a timely manner, especially if it could lead to significant market fluctuations [8][9]. Group 5: Regular Reporting - The company is required to prepare and disclose annual, semi-annual, and quarterly reports within specified timeframes, ensuring that all significant information is included [13][14]. - Annual reports must be audited by a qualified accounting firm and submitted within four months after the fiscal year-end [13][14]. Group 6: Temporary Reporting - Temporary reports must be issued for significant transactions or events outside of regular reporting, including major asset purchases or sales [18][19]. - The company must disclose any major events that could significantly affect the trading price of its securities immediately upon occurrence [26][27]. Group 7: Responsibilities of the Board and Management - The board of directors is collectively responsible for ensuring the accuracy and completeness of disclosed information [34][35]. - The board secretary is tasked with coordinating disclosure activities and ensuring compliance with relevant regulations [34][35].

Core Viewpoint - The document outlines the behavior norms for the controlling shareholders and actual controllers of Shanghai Qifan Cable Co., Ltd., aiming to protect the legitimate rights and interests of the company and its shareholders, especially minority shareholders, in accordance with relevant laws and regulations [1][2]. Group 1: General Principles - The norms are established to guide and regulate the actions of controlling shareholders and actual controllers, ensuring compliance with laws and promoting the company's quality [1]. - Controlling shareholders and actual controllers must adhere to the principles of honesty and good faith, exercising their rights in accordance with laws and the company's articles of association [1][2]. Group 2: Corporate Governance - Controlling shareholders and actual controllers are required to establish systems that clarify decision-making processes for significant company matters and ensure the company's independence [2][3]. - They must maintain the integrity of the company's assets and not infringe upon the company's rights regarding its property [2][3]. Group 3: Financial Independence - Controlling shareholders and actual controllers must not affect the company's financial independence through shared bank accounts or non-operational use of company funds [4][5]. - They are prohibited from requiring the company to provide guarantees unlawfully or to share financial accounting systems [4][5]. Group 4: Information Disclosure - Controlling shareholders and actual controllers must fulfill their information disclosure obligations, ensuring that disclosed information is timely, fair, truthful, accurate, and complete [7][8]. - They are required to notify the company of significant changes in their shareholding or control status and cooperate with the company's information disclosure processes [7][8]. Group 5: Share Trading and Control Transfer - Controlling shareholders and actual controllers must comply with legal regulations when buying or selling company shares and must report significant changes in shareholding [11][12]. - They are required to conduct due diligence on the qualifications and intentions of potential transferees before transferring control of the company [12][13]. Group 6: Other Provisions - Controlling shareholders and actual controllers must ensure that their commitments are effectively implemented and provide guarantees for commitments with significant performance risks [14][15]. - The document emphasizes that the actions of controlling shareholders and actual controllers are subject to daily supervision by the Shanghai Stock Exchange [15].

Core Points - The purpose of the compensation management system is to establish an incentive and restraint mechanism that aligns with modern enterprise management requirements, enhancing the operational efficiency and management level of the company [2] - The system applies to the board members and senior management of Shanghai Qifan Cable Co., Ltd., including independent directors, internal directors, and senior management personnel [2][3] Summary by Sections Chapter 1: Purpose - The system aims to motivate senior management and improve business performance based on relevant laws and the company's actual situation [2] Chapter 2: Scope of Application - The system is applicable to all members of the board of directors and senior management, including independent and internal directors [2] Chapter 3: Management Principles - Compensation is based on economic indicators and comprehensive management, adhering to principles such as aligning compensation with long-term company interests and linking pay to performance [3] Chapter 4: Management Organization - The shareholders' meeting is responsible for reviewing the compensation management system, while the board's compensation and assessment committee oversees its implementation [3] Chapter 5: Composition and Standards of Compensation - Compensation for directors and senior management includes a monthly salary, performance bonuses, and is linked to the company's annual performance [4][5] Chapter 6: Performance Assessment Procedures - The human resources and finance departments are responsible for developing annual performance assessment systems and procedures, subject to board approval [4] Chapter 7: Payment of Compensation - Monthly salaries are paid via bank transfer, and performance bonuses are distributed after the fiscal year based on assessment results [6] Chapter 8: Other Management - Internal directors and senior management must sign labor contracts, and a responsibility accountability system is in place for poor performance or decision-making failures [8] Chapter 9: Supplementary Provisions - The system is subject to national laws and regulations, with the board holding the interpretation rights [9]

Core Viewpoint - The financing management measures of Shanghai Qifan Cable Co., Ltd. aim to strengthen financing management, standardize financing behavior, effectively prevent related risks, ensure fund safety, and promote the company's healthy and stable development [1][2]. Chapter 1: General Principles - The financing activities of the company include various methods such as loans, bond issuance, asset securitization, equity financing, and more [1]. - Financing activities should consider the company's medium and long-term strategic development plan, ensuring operational needs, optimizing financing structure, utilizing preferential policies, and maintaining risk control [1]. Chapter 2: Organizational Structure and Management Responsibilities - The finance management department is responsible for implementing and tracking financing work, as well as managing and supervising the financing of subsidiaries [3]. - Financing activities must be approved by the finance management department and relevant company leaders before proceeding [3]. Chapter 3: Implementation and Execution of Financing Business - The finance management department must negotiate with financial institutions to determine financing plans that align with the company's strategic development and comply with relevant laws and regulations [4]. - Financing plans should clearly define financing methods, scales, purposes, terms, costs, and repayment sources [4]. Chapter 4: Post-Financing Management - The company must plan for the repayment of principal and interest in advance, ensuring compliance with financing contracts [5]. - The finance management department should maintain sufficient cash flow to ensure timely repayment of due principal and interest [5]. Chapter 5: Supervision and Inspection - The company and its subsidiaries should regularly check the execution of the financing management measures and address any identified weaknesses [6]. - Key inspection areas include compliance with responsibilities, authorized use of funds, and daily management of financing activities [6]. Chapter 6: Penalties - Non-compliance with the financing management measures may result in criticism or penalties for responsible individuals [7]. - Economic penalties may be imposed on personnel who neglect their duties, causing adverse effects or losses to the company [7]. Chapter 7: Supplementary Provisions - The financing management measures take effect upon approval by the company's board of directors, with the board also responsible for interpretation [7].

Core Points - The document outlines the management system for related party transactions of Shanghai Qifan Cable Co., Ltd, aiming to standardize related transactions and protect the rights of investors, especially minority shareholders [1][2][3] - The company emphasizes fair pricing, compliance with decision-making procedures, and proper information disclosure in related transactions [1][2] - The board's audit committee is responsible for controlling and managing related transactions [1] Chapter Summaries Chapter 1: General Principles - The purpose of the management system is to regulate related party transactions and protect investors' rights [1] - Related transactions should be priced fairly, with compliance in decision-making and information disclosure [1] - The audit committee of the board is tasked with overseeing related transactions [1] Chapter 2: Related Parties and Transactions - Related parties include both legal entities and natural persons that have a significant relationship with the company [2] - Specific criteria are provided to identify related legal entities and natural persons, including those who hold more than 5% of shares [2][3] Chapter 3: Disclosure and Decision-Making Procedures for Related Transactions - Transactions exceeding certain thresholds must be disclosed, including those with related natural persons over 300,000 yuan and with related legal entities over 3 million yuan [11][12] - Independent directors must approve related transactions before they are submitted to the board for discussion [5][8] Chapter 4: Content of Disclosure for Related Transactions - The company must disclose details of related transactions, including the nature of the transaction, pricing policies, and the impact on the company [38][39] - Specific requirements for disclosing transactions related to asset acquisitions, joint investments, and debt relations are outlined [40][41][42] Chapter 5: Exemptions from Disclosure and Decision-Making Procedures - Certain transactions, such as those that provide unilateral benefits without obligations, may be exempt from the usual disclosure and approval processes [44][45] Chapter 6: Pricing of Related Transactions - Related transactions must be governed by written agreements that specify pricing policies [46] - Fair pricing principles are established, including referencing government pricing, market prices, and cost-plus methods [47][48] Chapter 7: Supplementary Provisions - The management system will be implemented after approval by the board and will comply with relevant laws and regulations [50][51]

Core Viewpoint - The independent director system of Shanghai Qifan Cable Co., Ltd. aims to ensure the company's standardized operation, enhance the efficiency of independent directors, and protect the legitimate rights and interests of all shareholders, especially minority shareholders [1][2]. Group 1: Independent Director Definition and Responsibilities - Independent directors are defined as those who do not hold any other positions in the company and have no direct or indirect interests that could affect their independent judgment [2]. - Independent directors have a duty of integrity and diligence towards the company and all shareholders, participating in decision-making, supervision, and providing professional advice [2][3]. - At least one-third of the board members must be independent directors, including at least one accounting professional with relevant qualifications [2][3]. Group 2: Qualifications and Independence of Independent Directors - Independent directors must meet specific qualifications, including legal eligibility, independence, and relevant work experience [3][5]. - Certain individuals are prohibited from serving as independent directors, including those with significant relationships with the company or its major shareholders [5][6]. Group 3: Appointment and Replacement of Independent Directors - The board of directors or shareholders holding more than 1% of the company's shares can propose independent director candidates, subject to shareholder approval [7][8]. - Independent directors serve a term aligned with other board members, with a maximum consecutive term of six years [9][10]. Group 4: Duties and Performance of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making [19][20]. - They must attend board meetings in person or delegate another independent director if unable to attend, and they are required to submit annual performance reports [11][18]. Group 5: Support and Compensation for Independent Directors - The company must provide necessary working conditions and support for independent directors to fulfill their duties effectively [36][37]. - Independent directors are entitled to compensation that reflects their responsibilities, which must be approved by the board and disclosed in the annual report [41].

Core Viewpoint - The document outlines the management system for regulating fund transactions between Shanghai Qifan Cable Co., Ltd. and its controlling shareholders and related parties, aiming to prevent fund occupation and protect the rights of the company and its stakeholders [1]. Summary by Sections General Principles - The purpose of the management system is to standardize fund transactions with controlling shareholders and related parties, preventing fund occupation and protecting the company's and stakeholders' rights [1]. - Controlling shareholders are defined as those holding more than 50% of the company's shares or having significant voting power [2]. - Fund occupation includes both operational and non-operational fund occupation, with specific definitions provided for each type [2]. Prevention Principles and Regulations - Related transactions must comply with the company's articles of association and relevant regulations, with clear settlement periods established to prevent fund occupation [3]. - The company must not cover expenses for controlling shareholders or related parties, nor allow any form of fund occupation [3][4]. - Strict regulations are in place to prevent the company from providing funds to controlling shareholders and related parties without proper business justification [3][4]. Responsibilities and Measures - The board of directors is responsible for managing and preventing fund occupation, with specific duties assigned to senior management and financial departments [5][6]. - Regular checks and audits are mandated to ensure compliance and prevent non-operational fund occupation [6][7]. - The company’s financial department must monitor fund flows and report any irregularities to the board [7][8]. Accountability and Disciplinary Actions - Directors and senior management are obligated to protect company funds from occupation by controlling shareholders [9][10]. - Disciplinary actions, including warnings and potential legal consequences, are outlined for those found complicit in fund occupation [10][11]. - The company must establish a clear plan for recovering funds in cases of occupation and report to regulatory authorities as necessary [9][10].

Core Points - The document outlines the external investment management system of Shanghai Qifan Cable Co., Ltd, aiming to regulate investment behaviors and protect the rights of the company and its shareholders [1][2] - The system is based on relevant laws, regulations, and internal company rules, including the Company Law and the Shanghai Stock Exchange's guidelines [1][2] Group 1: Definition and Scope of External Investment - External investment refers to the company's activities to invest monetary funds, equity, and various forms of assets to gain future returns, including establishing subsidiaries, joint ventures, and financial assistance [2] - The system applies to all external investment activities of the company and its subsidiaries, requiring prior approval for necessary investments [2][3] Group 2: Organizational Structure for External Investment - The shareholders' meeting and the board of directors serve as the decision-making bodies for external investments, each within their authority [5] - The board's strategic committee is responsible for coordinating and organizing the analysis and research of external investment projects [5][6] Group 3: Responsibilities and Reporting - The general manager is the main responsible person for implementing external investments, overseeing project planning, organization, and monitoring, and reporting progress to the board [6][7] - The investment development department is tasked with preparing feasibility studies and evaluating investment benefits [7][8] - The finance department manages funding and ensures timely returns on investment profits [8][9] Group 4: Approval Authority for External Investments - Approval for external investments must comply with the Company Law and relevant regulations, with specific thresholds for board or shareholder approval based on transaction amounts [11][12] - Transactions exceeding certain thresholds require board approval and timely disclosure, with specific criteria outlined for various types of transactions [12][13] Group 5: Procedures for External Investment Approval - The board of directors is responsible for approving external investment projects, which must be preceded by a feasibility study [30][31] - The shareholders' meeting must approve investments involving related transactions, ensuring that related shareholders abstain from voting [34][35] Group 6: Financial Management and Auditing - The finance department must maintain complete accounting records for external investments and analyze the financial status of invested companies [40][41] - Regular audits of subsidiaries are mandated to ensure compliance and financial integrity [43] Group 7: Miscellaneous Provisions - The document will take effect upon approval by the board of directors and will adhere to national laws and regulations in case of any discrepancies [44][46] - The board of directors is responsible for interpreting the provisions of this system [47]

Core Points - The document outlines the working rules for the Secretary of the Board of Shanghai Qifan Cable Co., Ltd, detailing the responsibilities, qualifications, and procedures for appointment and dismissal of the board secretary [1][2][3]. Section Summaries General Principles - The purpose of the rules is to standardize the behavior of the board secretary and clarify their responsibilities based on relevant laws and the company's articles of association [1]. Qualifications - The board secretary must possess necessary knowledge in finance, taxation, law, finance, corporate management, and computer applications, along with good personal and professional ethics [2]. Responsibilities - The main responsibilities of the board secretary include managing capital changes, securities issuance, preparing board and shareholder meetings, ensuring compliance with information disclosure regulations, and maintaining confidentiality of sensitive information [3][4][5][6]. Appointment and Dismissal Procedures - The board secretary is recommended by the chairman and appointed by the board. If the position is vacant, a temporary secretary must be appointed within three months [5][6][7]. Legal Responsibilities - The board secretary is liable for any violations of laws or regulations that result in losses to the company, but may be exempt from liability if they can prove they opposed the decision [19][20]. Confidentiality - A confidentiality agreement must be signed with the board secretary, ensuring they maintain confidentiality during and after their tenure [17]. Documentation and Record Keeping - The board secretary is responsible for maintaining accurate records of board and shareholder meetings, ensuring all documentation is properly archived [8][10].

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