Core Viewpoint - The document outlines the management system for funds transactions between Qipai Technology Co., Ltd. and its related parties, aiming to prevent the misuse of company funds by controlling shareholders and actual controllers, thereby protecting the rights of the company and its stakeholders [2][3]. Group 1: General Principles - The system is designed to strengthen and standardize the fund management of Qipai Technology Co., Ltd. and its subsidiaries, preventing fund occupation by controlling shareholders and related parties [2]. - The system applies to fund management between the company and its controlling shareholders, actual controllers, and other related parties, including subsidiaries within the consolidated financial statements [2]. - "Related parties" are defined according to relevant laws and regulations [2]. Group 2: Fund Occupation Definitions - Fund occupation includes both operational and non-operational fund occupation [3]. - Operational fund occupation arises from related transactions in procurement and sales [3]. - Non-operational fund occupation includes various forms of financial support to related parties without genuine transactions, such as paying salaries or debts on behalf of related parties [3]. Group 3: Fund Transaction Regulations - The company must strictly follow approval procedures for any operational fund transactions with controlling shareholders and related parties [6]. - The company is prohibited from providing funds to controlling shareholders and related parties through various means, including covering expenses or providing loans without proper commercial justification [7][8]. - Any fund occupation must be resolved within the agreed timeframe; otherwise, it is considered a violation of the regulations [7]. Group 4: Responsibilities and Measures - The board of directors is responsible for preventing fund occupation by controlling shareholders and related parties, and management must adhere to legal obligations to protect company funds [9]. - Financial and audit departments are tasked with monitoring and reporting on fund transactions with related parties to ensure compliance with regulations [6][9]. - External auditors must provide special reports on any fund occupation by controlling shareholders during annual audits [6]. Group 5: Accountability and Penalties - Controlling shareholders and related parties who violate the regulations and cause losses to the company must bear compensation responsibilities [8]. - Company directors and senior management are obligated to maintain the integrity of company funds and may face penalties for violations [8]. - Funds occupied by controlling shareholders should ideally be repaid in cash, with non-cash repayment methods requiring internal approval [8].

Group 1 - The company has decided to abolish the supervisory board, transferring its powers to the audit committee of the board of directors, in accordance with the latest regulations and the actual situation of the company [1][2][3] - Amendments to the company's articles of association have been made to align with the abolition of the supervisory board and to improve the corporate governance structure [2][3] - The company has proposed to revise and establish several corporate governance systems to enhance its internal governance mechanisms [2][3] Group 2 - The revised articles of association and governance systems have been disclosed on the Shanghai Stock Exchange website [3] - The company will no longer set up a supervisory board, and relevant rules regarding the supervisory board will be abolished [1][2] - The amendments to the articles of association include changes to the responsibilities of the legal representative and the management of shares held by directors and senior management [4][5][6]

Group 1 - The company is conducting a board of directors election due to the expiration of the current board's term, in accordance with relevant laws and regulations [1][2] - The company held a meeting on July 17, 2025, to approve the proposals for the cancellation of the supervisory board and the election of the new board members, which will be submitted to the shareholders' meeting for approval [1][2] - The new board will consist of 7 members, including 3 independent directors and 1 employee director, as per the revised company articles [1][2] Group 2 - The board has nominated Liang Dazhong, Bai Ying, and Li Zewei as candidates for non-independent directors, and Ren Zhenchuan, Chang Junfeng, and Tang Sheng as candidates for independent directors [2][3] - The independent director candidates must be approved by the Shanghai Stock Exchange before being submitted for shareholder voting [2][3] - The new board members will assume their positions for a term of three years upon approval at the first extraordinary shareholders' meeting of 2025 [2][3] Group 3 - The current board will continue to perform its duties until the new board is elected and approved [3] - The company expresses gratitude to the current board members for their contributions during their tenure [3]

Core Viewpoint - The candidate, Tang Sheng, has declared his qualifications and commitment to serve as an independent director for Qipai Technology Co., Ltd, ensuring his independence and compliance with relevant regulations [1][5][6]. Summary by Relevant Sections Qualifications - The candidate possesses basic knowledge of listed company operations and has over five years of relevant work experience in law, economics, accounting, finance, and management [1]. - The candidate meets the requirements set forth by various laws and regulations, including the Company Law of the People's Republic of China and the Management Measures for Independent Directors of Listed Companies [2][3]. Independence - The candidate confirms independence by stating he does not fall under any disqualifying conditions, such as holding significant shares in the company or having close relationships with major shareholders [2][4]. - The candidate has no adverse records, including administrative penalties or criminal investigations by the China Securities Regulatory Commission in the past 36 months [4][5]. Commitment - The candidate has undergone training and holds a professional accounting qualification, ensuring he is well-prepared for the role [5]. - The candidate commits to adhering to all relevant laws and regulations during his tenure and will resign if he no longer meets the qualifications for an independent director [6].

General Principles - The internal reporting system for significant information at Qipai Technology Co., Ltd. aims to standardize the reporting process, ensuring rapid transmission, collection, and effective management of significant information, while maintaining the rights of investors [1][2] - The system is established in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China and the Shanghai Stock Exchange's listing rules [1][2] Scope and Reporting Standards of Significant Information - Significant information refers to any information that may have a substantial impact on the company's stock price or investment decisions, including major transactions, related party transactions, litigation, arbitration, major risks, and other significant events [2][3] - Specific reporting standards are set for various types of significant information, such as major transactions exceeding 10% of audited total assets or 1 million yuan, and daily transactions exceeding 500,000 yuan [2][3][4] Responsibilities and Management of Internal Reporting - The internal reporting responsibility lies with designated individuals, including directors, senior management, and major shareholders, who must report significant information to the board of directors and the board secretary promptly [5][6] - The reporting process includes collecting, organizing, and verifying the accuracy of significant information before submission to the board secretary for further evaluation and potential public disclosure [6][7] Confidentiality and Compliance - Individuals responsible for reporting must maintain confidentiality regarding undisclosed significant information and are prohibited from insider trading or manipulating stock prices [9][10] - The company is required to establish a record-keeping system for internal reports, which will be used for evaluating the performance of responsible individuals [10]

Core Points - The document outlines the operational guidelines for the General Manager of Qipai Technology Co., Ltd, emphasizing the need for a modern corporate governance structure [2][3] - The General Manager is responsible for daily operations, implementing board resolutions, and reporting to the board [3][5] - The document specifies the authority and responsibilities of the General Manager, including management of the company's annual business plan and investment proposals [5][8] Responsibilities and Authority - The General Manager is tasked with organizing the implementation of the company's annual business plan and investment strategies [5] - The General Manager has the authority to propose the hiring or dismissal of senior management, including vice presidents and financial officers [5][8] - The General Manager can approve significant transactions within the limits set by the board and is responsible for managing the company's financial operations [7][10] Meeting and Reporting Structure - The General Manager's office meetings are convened to discuss the progress of the annual business plan and other critical matters [9] - Regular reporting to the board includes updates on business operations, financial status, and significant contracts [11][13] - The document outlines the approval process for various financial transactions, including asset disposals and contract signings [10][13] Human Resource Management - The General Manager has the authority to adjust personnel in key positions, subject to board notification for significant changes [8] - The document specifies that all key personnel adjustments must be approved by the General Manager, with certain positions requiring board involvement [8][12] Financial Management - The financial director is responsible for overseeing the company's financial operations and ensuring compliance with relevant regulations [8] - The document details the approval process for financial expenditures, including limits for single transactions and cumulative losses [10][11]

General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior according to relevant laws and regulations [1] - The company is established as a joint-stock company in accordance with the Company Law and is registered with the Shenzhen Market Supervision Administration [1][2] - The company was registered with the China Securities Regulatory Commission on May 18, 2021, and issued 26,570,000 shares to the public [1][3] Company Structure - The registered capital of the company is RMB 106.879805 million [2] - The company is a permanent joint-stock company, with the chairman serving as the legal representative [2][3] - The legal representative's civil activities conducted on behalf of the company will have legal consequences for the company [2] Business Objectives and Scope - The company's business objective is to enhance economic efficiency, improve corporate governance, and advance technology research and development [3][4] - The business scope includes research, testing, packaging, design, and sales of integrated circuits, as well as import and export of goods and technology [4] Share Issuance and Capital Management - The company's shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice [5][6] - The total number of shares issued by the company is 106,879,805, all of which are ordinary shares [6][7] - The company may increase capital through various methods, including issuing shares to unspecified objects or existing shareholders [8] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, participate in shareholder meetings, supervise company operations, and access company documents [12][13] - Shareholders must comply with laws and the company's articles of association, and they are liable for their subscribed shares [17][18] - The company must maintain the independence of its assets, personnel, finance, and operations [18] Shareholder Meetings - The company holds annual and extraordinary shareholder meetings, with specific procedures for convening and conducting these meetings [21][24] - Shareholder meetings require a quorum and must follow legal and regulatory requirements for decision-making [36][37] - Resolutions can be classified as ordinary or special, with different voting thresholds for approval [80][82]

Core Viewpoint - The company has established a responsibility accountability system for significant errors in annual report information disclosure to enhance the quality and transparency of disclosures and ensure fairness [1][2]. Group 1: General Principles - The accountability system applies to directors, senior management, subsidiary heads, controlling shareholders, and other personnel involved in annual report disclosures [1][2]. - The principles of the accountability system include factual accuracy, objectivity, proportionality of fault and responsibility, and equivalence of rights and responsibilities [1][2]. Group 2: Responsibilities of Disclosure Personnel - Senior management, including the general manager and financial officer, is responsible for organizing the preparation of the annual report draft and ensuring timely reporting of necessary information [2][3]. - Directors and senior management are accountable for the authenticity, accuracy, completeness, timeliness, and fairness of the annual report disclosures [2][3]. Group 3: Accountability for Significant Errors - Significant errors in annual report disclosures include major accounting errors, substantial omissions, and significant discrepancies in performance forecasts [3][4]. - Specific violations that lead to significant errors include breaches of national laws, regulations, and internal control systems [3][4]. Group 4: Severity of Accountability - Severe penalties apply for cases with serious consequences due to subjective factors, interference with investigations, or non-compliance with board decisions [3][4]. - Mitigating factors for accountability include evidence of fulfilling responsibilities and non-subjective causes for errors [4][5]. Group 5: Forms and Types of Accountability - Accountability measures may include corrective orders, public criticism, job reassignment, loss compensation, and termination of employment [5][8]. - The company will reflect accountability in performance evaluations alongside disciplinary actions [5][6]. Group 6: Additional Provisions - The accountability system also applies to quarterly and semi-annual report disclosures [7]. - In case of conflicts between this system and relevant laws or regulations, the latter will take precedence [7].

Core Points - The document outlines the management system for the resignation of directors at Qipai Technology Co., Ltd, aiming to ensure stable corporate governance and protect the rights of the company and its shareholders [1][2] - The system applies to various scenarios of director resignation, including term expiration, voluntary resignation, dismissal, and other reasons [1][2] Chapter Summaries Chapter 1: General Provisions - The purpose of the system is to regulate the resignation of directors and ensure compliance with relevant laws and the company's articles of association [1] - The system is applicable to all directors, including independent directors, under different resignation circumstances [1] Chapter 2: Resignation Circumstances - Directors may resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company [2] - If a director fails to attend two consecutive board meetings without delegation, they may be recommended for removal by the board [2] Chapter 3: Obligations and Accountability of Resigning Directors - Resigning directors must provide a written explanation for any unfulfilled commitments and a plan for completion before leaving [2][3] - They are required to complete all handover procedures within five days after resignation, including transferring all company documents and materials [2] - Confidentiality obligations regarding company secrets remain in effect after resignation until the information becomes public [2][3] - Resigning directors must cooperate with the company in post-tenure investigations and cannot refuse to provide necessary documents [2][3] Chapter 4: Supplementary Provisions - Any matters not covered by this system or conflicting with laws and regulations will be governed by relevant laws or the company's articles of association [3] - The board of directors is responsible for formulating, amending, and interpreting this system, which takes effect upon board approval [3]

Core Viewpoint - The document outlines the external investment management measures of Qipai Technology Co., Ltd., aiming to standardize investment behaviors, enhance investment efficiency, and mitigate risks while maximizing the time value of funds [1][2]. Group 1: General Principles - The external investment refers to the company's activities to invest monetary funds, equity, or assessed physical or intangible assets for future returns [2]. - Investments are categorized into short-term and long-term based on the duration, with short-term investments being those that can be liquidated within one year, and long-term investments being those held for over a year [2]. - The investment management should align with the company's development strategy, rationally allocate resources, and promote optimal combinations of factors to create good economic benefits [2]. Group 2: Approval Authority - The company implements a professional management and hierarchical approval system for external investments [3]. - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and the general manager's office, with no other departments or individuals authorized to make investment decisions [3][4]. Group 3: Organizational Management - An investment review team is established, led by the general manager, responsible for collecting information, preliminary evaluations, and establishing a project database for investment suggestions [3][4]. - The investment management department is tasked with researching and formulating the company's development strategy, evaluating major investment projects, and managing the responsibilities of subsidiaries and holding companies [3][4]. Group 4: Decision Management - For short-term investments, the investment management department pre-selects investment opportunities based on profitability, and the financial department provides cash flow statements [4][5]. - Long-term investment projects require preliminary evaluations, feasibility studies, and must be approved by the board of directors and, if necessary, the shareholders' meeting [5][6]. Group 5: Transfer and Recovery of Investments - The company can recover investments under specific circumstances, such as project completion, bankruptcy, or force majeure [7]. - Investment transfers are permitted when projects deviate from the company's direction, incur continuous losses, or when urgent funding is needed [7]. Group 6: Financial Management and Auditing - The financial department is responsible for comprehensive financial records of external investments, ensuring compliance with accounting standards [8][9]. - Annual checks of long and short-term investments are mandated, along with regular audits of subsidiaries [8][9]. Group 7: Reporting and Disclosure - External investments must adhere to legal and regulatory requirements, with significant investments requiring shareholder meeting approval [10][11]. - Subsidiaries are obligated to provide accurate and timely information to the company for disclosure purposes [10][12].