Core Viewpoint - The document outlines the implementation details of the cumulative voting system for the election of directors at Guangdong Jiayuan Technology Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders [3]. Group 1: General Provisions - The cumulative voting system allows shareholders to have voting rights equal to the number of shares they hold multiplied by the number of directors to be elected, enabling them to concentrate or distribute their votes among candidates [3]. - The implementation details are established to comply with laws, regulations, and the company's articles of association [3]. Group 2: Nomination of Director Candidates - Director candidates can be nominated by the board of directors or shareholders holding more than 3% of the company's shares, while independent director candidates can be nominated by shareholders holding more than 1% [3]. - Nominators must obtain consent from the candidates and ensure they meet the qualifications for directorship [3]. Group 3: Voting Process - During the cumulative voting process, shareholders can only cast votes for candidates without options for "against" or "abstain" [2][3]. - The voting can be either equal or differential, depending on the number of candidates compared to the number of directors to be elected [3]. Group 4: Election of Directors - The number of elected directors must meet the minimum requirements set by law and the company's articles of association [5]. - If the number of elected directors is less than required, the existing board continues to function until a new election is held [5].

Core Viewpoint - The document outlines the debt financing management measures of Guangdong Jiayuan Technology Co., Ltd., emphasizing the need for legal compliance, risk control, and efficient use of funds in the company's debt financing activities [2][4]. Summary by Sections General Principles - The debt financing activities must be legal and compliant with national laws and regulations [2]. - The company aims to balance funding needs and costs, preventing both underfunding and overfunding [2]. - The company should maintain an appropriate debt ratio to control financing risks [2]. - Unified financing and reasonable use of funds are mandated, with subsidiaries required to follow internal approval processes [2]. Types of Financing - Debt financing includes various methods such as bank loans, commercial credit, bond issuance, financing leases, and export seller credit [2][4]. Roles and Responsibilities - The financial management center is responsible for forecasting funding needs, liaising with financial institutions, and monitoring debt repayment risks [4]. - The securities department handles legal aspects of financing proposals and ensures timely disclosure of relevant information [4]. - The audit department is tasked with auditing the use of funds raised through debt financing [4]. Financing Plan Approval - Financing plans must align with the company's overall strategy and undergo rigorous evaluation, especially for significant financing exceeding 30% of net assets [6]. - The approval process involves multiple levels, including the board of directors and shareholders for major financing decisions [6]. Supervision of Financing - The company must ensure effective control over the use of raised funds, preventing misuse or misallocation [9]. - Regular risk analysis of financing funds is required, with results reported to senior management [9]. - Internal audits will evaluate the effectiveness of financing controls and compliance with established procedures [9].

General Provisions - The internal reporting system for significant information aims to standardize the reporting process within Guangdong Jiayuan Technology Co., Ltd. to ensure timely, accurate, and comprehensive disclosure of information [1][2] - The system applies to all departments and subsidiaries of the company, including wholly-owned, controlled, and significant affiliated companies [1][2] Reporting Obligations - Individuals with reporting obligations include company directors, senior management, department heads, and other key personnel who may have access to significant information [2][4] - Each department and subsidiary must establish internal reporting mechanisms to ensure timely awareness of relevant information [2][4] Definition of Significant Information - Significant information includes transactions related to daily operations and specific events such as asset purchases or sales, external investments, and guarantees [2][5] - The threshold for reporting significant matters includes asset totals exceeding 10% of the company's latest audited total assets or transaction amounts exceeding 10% of the company's market value [5][6] Reporting Procedures - The company's securities department is responsible for receiving reports on significant information, with the board secretary coordinating the process [8][9] - Upon receiving reports, the securities department must promptly inform the board secretary and chairman [8][9] Legal Responsibilities - All departments and subsidiaries must strictly adhere to the reporting system, with penalties for failure to report significant matters in a timely manner [10] - The company reserves the right to impose disciplinary actions, including warnings or economic penalties, on individuals who fail to comply with reporting obligations [10]

广东嘉元科技股份有限公司 治理制度汇编 广东嘉元科技股份有限公司 内幕信息知情人管理制度 第一章 总 则 第二章 内幕信息及其范围 第一条 为进一步规范广东嘉元科技股份有限公司（以下简称"公司"）内 幕信息管理行为，做好内幕信息保密工作，维护公司信息披露的公 开、公平、公正原则，根据《中华人民共和国公司法》、《中华人 民共和国证券法》、中国证监会《上市公司信息披露管理办法》、 《上海证券交易所科创板股票上市规则》、《上市公司监管指引第 5 号——上市公司内幕信息知情人登记管理制度》等有关法律法规、 规范性文件及《广东嘉元科技股份有限公司章程》（以下简称"《公 司章程》"）等规定，制定本制度。 第二条 内幕信息的管理工作由董事会负责，董事会应当按照上海证券交易 所相关规则要求及时登记和报送内幕信息知情人档案，并保证内幕 信息知情人档案真实、准确和完整，董事长为主要责任人。董事会 秘书负责办理公司内幕信息知情人的登记入档和报送事宜。董事长 与董事会秘书应当对内幕信息知情人档案的真实、准确和完整签署 书面确认意见。 第三条 公司证券部是公司信息披露管理、投资者关系管理、内幕信息登记 备案的日常办事机构，负责公司内幕 ...

Core Points - The document outlines the governance rules for Guangdong Jiayuan Technology Co., Ltd, specifically focusing on the procedures for convening and conducting shareholder meetings [1][2][3]. Group 1: General Provisions - The company must report to the local China Securities Regulatory Commission and the Shanghai Stock Exchange if it cannot convene a shareholder meeting within the specified timeframe [1]. - The rules are established to ensure compliance with relevant laws, including the Company Law and Securities Law of the People's Republic of China [2]. Group 2: Convening Shareholder Meetings - Shareholder meetings can be classified into annual and temporary meetings, with annual meetings required to be held within six months after the end of the previous fiscal year [2]. - Temporary meetings must be convened within two months of certain events, such as significant losses or requests from shareholders holding more than 10% of shares [2][3]. Group 3: Proposals and Notifications - Shareholders holding more than 1% of shares can propose temporary agenda items at least 10 days before the meeting [5][6]. - Notifications for annual meetings must be sent 20 days in advance, while notifications for temporary meetings should be sent 15 days prior [6][8]. Group 4: Conducting Shareholder Meetings - Meetings must be held at the company's registered address or another location specified in the company’s articles of association, and should allow for both in-person and proxy attendance [7][9]. - The company must ensure that all shareholders can participate and vote, with specific provisions for verifying shareholder identities [10][11]. Group 5: Voting and Resolutions - Ordinary resolutions require approval from more than half of the voting rights present, while special resolutions require two-thirds approval [13][15]. - The results of votes must be announced immediately after the meeting, and detailed records of the meeting must be maintained for at least ten years [46][47]. Group 6: Legal Compliance and Amendments - The rules must comply with national laws and regulations, and any inconsistencies will be governed by the relevant legal provisions [53][54]. - Amendments to these rules require approval from the shareholders' meeting [56].

Core Points - The document outlines the information disclosure management system of Guangdong Jiayuan Technology Co., Ltd, aiming to ensure the authenticity, accuracy, and completeness of disclosed information to protect the rights of the company, shareholders, and investors [1][2][3] - The information disclosure obligations apply to the company, its directors, senior management, shareholders, and other relevant parties, emphasizing the need for timely and lawful disclosure of significant information [1][3][4] Group 1: Information Disclosure Obligations - The term "information" refers to any data that could significantly impact the company's stock price or investment decisions, including financial performance, mergers, acquisitions, and major investments [1][2] - Information disclosure obligations must be fulfilled promptly and accurately, ensuring that all investors receive the same information simultaneously, without any selective disclosure [2][3][4] - The company must disclose information that may affect its securities trading, including abnormal trading activities or media reports that could influence investor decisions [3][19] Group 2: Types of Reports - The company is required to prepare and disclose periodic reports, including annual, semi-annual, and quarterly reports, within specified timeframes after the end of each accounting period [8][11] - The periodic reports must include essential financial data, major events, and any significant changes in the company's operations or management [23][24] - The company can voluntarily disclose information that aids investor decision-making, provided it does not conflict with legally required disclosures [7][14] Group 3: Management Responsibilities - The board of directors and senior management are responsible for ensuring the accuracy and timeliness of disclosed information, with the board secretary coordinating the disclosure process [30][31] - The audit committee must review financial information in periodic reports before submission to the board, ensuring compliance with legal and regulatory requirements [12][29] - The company must establish a clear process for reporting significant events and ensure that all relevant departments cooperate in fulfilling disclosure obligations [30][31]

Core Viewpoint - The company emphasizes a stable and sustainable profit distribution policy that considers investor returns, financial structure, and future development plans [2][3]. Summary by Sections General Principles - The profit distribution management system aims to standardize the company's profit distribution behavior and ensure reasonable returns for investors [3]. - The company must adhere to relevant laws and regulations, including the Company Law and Securities Law, while formulating its profit distribution policy [3]. Basic Profit Distribution Policy - The company will allocate its after-tax profits in a specific order, including a mandatory 10% allocation to statutory reserves until the reserves exceed 50% of registered capital [3]. - Any profit distribution must not exceed the cumulative distributable profits and should not harm the company's ongoing operations [2][3]. Decision-Making Mechanism - The board of directors is responsible for proposing profit distribution plans, which must be approved by the shareholders' meeting [5][10]. - The company must consider the opinions of independent directors and minority shareholders during the decision-making process [9][11]. Profit Distribution Supervision and Constraints - The company is required to disclose the implementation of its cash dividend policy in its annual report, including the reasons for any failure to distribute dividends [24]. - If shareholders are found to have misappropriated company funds, their dividends will be reduced accordingly [25].

Summary of Key Points Core Viewpoint The document outlines the external guarantee management system of Guangdong Jiayuan Technology Co., Ltd., detailing the procedures, responsibilities, and risk management measures associated with providing guarantees to ensure the protection of the company's and shareholders' interests. Group 1: General Provisions - The types of guarantees include general guarantees, joint liability guarantees, mortgages, pledges, and other forms of guarantees [1] - The types of debts covered by guarantees include bank credit limits, bank loans, letters of credit, bank acceptance bills, and bank guarantees [1] Group 2: Examination of Guarantee Objects - The system aims to strengthen the management of external guarantees and control operational risks [3] - External guarantees include those provided to entities within the consolidated financial statements and those outside of it [3][4] - Guarantees provided to subsidiaries are considered external guarantees, and necessary risk prevention measures must be taken [3][4] Group 3: Approval Procedures - The board of directors must verify the credit status of the guaranteed party and conduct annual reviews of all guarantee activities [5][9] - Guarantees exceeding 10% of the latest audited net assets require board and shareholder approval [12] - The company must disclose any guarantees provided, especially if the guaranteed party fails to meet debt obligations [7][36] Group 4: Daily Management of Guarantees - The finance department is responsible for the daily management of external guarantees, ensuring documentation is complete and accurate [25] - The company must monitor the financial status of guaranteed parties and take necessary actions if their financial situation deteriorates [28][30] Group 5: Information Disclosure and Accountability - The company must disclose any violations of the guarantee policy and take corrective actions to minimize losses [39] - The board secretary is responsible for managing the disclosure of guarantee information [35] - Any personnel violating the guarantee policy may face penalties or legal action [42]

Core Points - The governance structure of Guangdong Jiayuan Technology Co., Ltd. is outlined in a comprehensive compilation of rules, emphasizing the responsibilities and authority of the board of directors [3][4][28] - The board consists of 9 directors, including 3 independent directors and 1 employee representative, ensuring a diverse governance framework [3][4] - The board is responsible for major operational decisions, including the company's development goals and significant business activities [3][4] Board Composition - The board is composed of 9 members, with a majority being independent directors, which enhances oversight and governance [3][4] - The chairman is elected by a majority of the board members, ensuring democratic leadership within the board [3][4] Board Authority - The board has the authority to convene shareholder meetings, execute resolutions, and make decisions on operational plans and investment strategies [3][4][8] - Specific decisions, such as financial guarantees and significant transactions, require a supermajority of board members to ensure thorough scrutiny [5][6][9] Meeting Procedures - The board must hold at least two regular meetings annually, with proper notice given to all members [7][13] - Meetings can be conducted in person or through non-traditional means, such as video conferencing, to accommodate all directors [21][27] Decision-Making Process - Proposals must be clear and within the board's authority, with a requirement for majority approval for decisions to be valid [22][29] - The board must maintain detailed records of meetings, including attendance and voting outcomes, to ensure transparency and accountability [25][27] Compliance and Reporting - The board is tasked with ensuring compliance with relevant laws and regulations, as well as the company's articles of association [3][4][36] - The chairman is responsible for overseeing the implementation of board decisions and reporting on their execution in subsequent meetings [36][37]

Core Viewpoint - The internal audit system of Guangdong Jiayuan Technology Co., Ltd. aims to standardize internal audit work, enhance audit quality, strengthen internal controls, and mitigate company risks [1][3]. Group 1: Internal Audit Structure - The company must establish an internal audit institution responsible for supervising business activities, risk management, internal controls, and financial information [1][4]. - The internal audit department should maintain independence and not be under the leadership of the finance department [2][4]. - The internal audit department is accountable to the board of directors and must report directly to the audit committee [1][4]. Group 2: Responsibilities and Principles - Internal audit activities should adhere to the principles of legality, independence, objectivity, and fairness [3][4]. - The internal audit department is responsible for evaluating the effectiveness of internal controls and risk management across the company and its subsidiaries [3][6]. - The audit committee must guide and supervise the internal audit department, reviewing annual audit plans and ensuring the implementation of audit activities [6][10]. Group 3: Audit Process and Reporting - The internal audit department must conduct audits based on business processes and evaluate the design and effectiveness of internal controls related to financial reporting and information disclosure [21][22]. - Internal audit reports must be submitted to the audit committee at least quarterly, detailing the execution of audit plans and any issues discovered [11][12]. - The internal audit department is required to maintain audit documentation, including audit plans, reports, and evidence collected during audits [44][45]. Group 4: Compliance and Enforcement - The internal audit department has the authority to investigate and address violations of financial regulations and internal controls [10][12]. - The company must ensure that all departments cooperate with the internal audit department and that any obstruction of audit activities is addressed [10][12]. - Violations of the internal audit system may result in administrative or economic penalties, and serious offenses may be referred to judicial authorities [48][49].