Core Points - The document outlines the financial assistance management system of Shanghai Qifan Cable Co., Ltd, aiming to standardize external financial assistance practices and mitigate associated risks [1][2] - The system specifies the approval authority and procedures for providing financial assistance, ensuring compliance with relevant laws and regulations [1][2][3] Chapter 1: General Principles - The purpose of the financial assistance management system is to regulate the company's external financial assistance behavior and clarify the decision-making process [1] - External financial assistance includes monetary funds, physical assets, and intangible assets provided to external entities, excluding certain subsidiaries [1][2] Chapter 2: Approval Authority and Procedures - Financial assistance must be approved by the chairman and then submitted to the board of directors for review [2][3] - The company must protect shareholders' rights and ensure that financial assistance is provided on an equal and voluntary basis [2][3] Chapter 3: Information Disclosure - The company is required to disclose financial assistance matters in accordance with relevant laws and regulations, including details about the assistance agreement and the financial status of the recipient [5][6] - Disclosure must include the purpose of the financial assistance, the recipient's basic information, risk analysis, and the board's opinion on the necessity and fairness of the assistance [5][6][7] Chapter 4: Penalties - Violations of the financial assistance regulations that result in losses or negative impacts on the company will lead to economic responsibility for the involved personnel [8] Chapter 5: Supplementary Provisions - The document specifies that any amendments to the system must be proposed by the board and approved by the shareholders [8]

Core Points - The document outlines the rules for shareholder meetings of Shanghai Qifan Cable Co., Ltd, aiming to standardize company behavior and ensure shareholders can exercise their rights according to relevant laws and regulations [1][2][3] Group 1: General Principles - The rules are established to ensure compliance with the Company Law, Securities Law, and other relevant regulations, providing a framework for the conduct of shareholder meetings [1][2] - All shareholders, their agents, and company executives are bound by these rules, which aim to maintain order and protect shareholder rights during meetings [2][3] Group 2: Powers of the Shareholders' Meeting - The shareholders' meeting is the highest authority of the company, responsible for key decisions such as business direction, financial plans, and major transactions [3][4] - Specific powers include approving financial budgets, profit distribution plans, and significant asset transactions exceeding 30% of the company's total assets [4][5] Group 3: Meeting Procedures - Shareholders have the right to attend meetings and exercise their rights, including the right to information, speak, inquire, and vote [2][3] - The company must ensure meetings are held simply and without providing additional benefits to attendees [2][3] Group 4: Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions needing a two-thirds majority [29][30] - Certain matters, such as capital changes and major asset transactions, require special resolutions [30][31] Group 5: Meeting Notifications and Proposals - The company must notify shareholders of meetings at least 20 days in advance for annual meetings and 15 days for temporary meetings [41][42] - Shareholders holding more than 3% of shares can propose agenda items, which must be included in the meeting notice [39][40] Group 6: Attendance and Representation - Shareholders can attend in person or appoint agents to represent them, with specific identification and authorization requirements [49][50] - The company must maintain a register of attendees, ensuring that all voting rights are accurately recorded [56][57]

Group 1 - The company establishes an Audit Committee to enhance internal control capabilities and improve internal control procedures [1][2] - The Audit Committee operates independently and is not subject to illegal interference from any other departments or individuals within the company [2][3] - The Audit Committee consists of three members, with at least two being independent directors, and must include a qualified accounting professional [3][4] Group 2 - The Audit Committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [5][6] - The committee must approve certain decisions, such as the disclosure of financial reports and the hiring or dismissal of external auditors, before submission to the board [6][7] - The Audit Committee is required to hold at least one meeting annually without management present to communicate with external auditors [7][8] Group 3 - The company has established a Strategic Development Committee to ensure the scientific nature of strategic planning and enhance sustainable development capabilities [21][22] - The Strategic Committee is responsible for researching and proposing long-term development strategies and major strategic investments [23][24] - The committee's decisions must comply with the company's articles of association and relevant laws, and any violations render the decisions invalid [24][25] Group 4 - The company has set up a Compensation and Assessment Committee to develop and manage the compensation scheme for senior management and evaluate performance indicators [32][33] - The Compensation Committee's decisions must adhere to the company's articles of association and relevant laws, with any violations leading to invalid decisions [33]

Core Points - The document outlines the responsibilities and duties of the General Manager and other senior management personnel at Shanghai Qifan Cable Co., Ltd, ensuring efficient and coordinated execution of their roles while protecting the rights of the company, shareholders, and creditors [1][2][3] Section Summaries General Provisions - The General Manager is responsible for implementing the board's resolutions and managing the company's operations, reporting directly to the board [1][2] Appointment and Dismissal of the General Manager - The company has one General Manager and 3-5 Vice General Managers, with a term of three years for each [2][3] - The General Manager must have over five years of management experience and possess strong personal qualities and professional ethics [2][3] Powers and Responsibilities of the General Manager - The General Manager is responsible for the company's production management, proposing appointments of senior management, and making decisions on significant transactions within authorized limits [12][13] - The General Manager must maintain the company's assets and ensure compliance with laws and regulations [18][19] Management Structure and Meetings - The management team includes the General Manager, Vice General Managers, and other senior personnel, forming the decision-making center for daily operations [2][9] - Regular meetings are held to discuss departmental operations and address specific business issues [10][11] Reporting to the Board - The General Manager is required to report to the board on various matters, including significant changes in operations or financial conditions [28][29] Performance Evaluation and Incentives - The company evaluates the performance of the General Manager and senior management to determine compensation and incentives, linking remuneration to performance [34][35][36]

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].