Core Points - The document outlines the governance and management system for fundraising at Guangdong Jiayuan Technology Co., Ltd, emphasizing the importance of compliance with relevant laws and regulations [1][2][3] - The company is required to establish internal control systems for the storage, management, and use of raised funds, ensuring that funds are used for their intended purposes and that any changes in usage are properly documented and disclosed [4][5][6] Fundraising Management - The company must sign a tripartite supervision agreement with the sponsor or independent financial advisor and the commercial bank within one month of the funds being received [3][6] - The funds must be stored in a dedicated account and cannot be used for non-fundraising purposes [6][7] - Monthly bank statements must be provided to the company, and the sponsor or independent financial advisor can access account information at any time [7] Fund Usage - The company is prohibited from using raised funds for financial investments or for the benefit of controlling shareholders or related parties [12][15] - Any changes to the investment plan must be disclosed, and the company must provide a feasibility analysis for any new projects [17][20] - The company can temporarily use idle funds for cash management, provided it does not affect the normal investment plan [18][22] Reporting and Oversight - The board of directors must continuously monitor the management and usage of raised funds, with a special report prepared at the end of each fiscal year [21][23] - The sponsor or independent financial advisor must issue a special verification report on the usage of funds, which must be disclosed alongside the annual report [22][23] - Any significant deviations from the planned usage of funds must be explained in the special report [23]

广东嘉元科技股份有限公司 投资者关系管理制度 广东嘉元科技股份有限公司 治理制度汇编 实施 第一章 总则 第一条 为规范广东嘉元科技股份有限公司（以下简称"公司"）投资者关 系管理工作，加强公司与投资者和潜在投资者（以下简称"投资者"） 之间的有效沟通，促进上市公司完善治理，提高公司质量，切实保 护投资者特别是中小投资者合法权益。根据《中华人民共和国公司 法》《中华人民共和国证券法》《上海证券交易所科创板上市公司 自律监管指引第 1 号——规范运作》、《上市公司投资者关系管理 工作指引》等法律、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》"）的有关规定，结合公司 实际，制定本制度。 第二条 投资者关系管理工作是指公司通过便利股东权利行使、信息披露、 互动交流和诉求处理等工作，加强与投资者及潜在投资者之间的沟 通，增进投资者对公司的了解和认同，以提升公司治理水平和企业 整体价值，实现尊重投资者、回报投资者、保护投资者目的的相关 活动。上述投资者关系管理工作包括公司在上海证券交易所"上证 e 互动"网络平台（以下简称上证 e 互动平台）发布各类信息的行为。 第三条 投资者关系管理的 ...

Core Points - The article outlines the external investment management system of Guangdong Jiayuan Technology Co., Ltd, aiming to establish a standardized and effective investment decision-making framework to enhance economic benefits and asset value [2][3]. Group 1: General Principles - The external investment refers to various investment activities aimed at profit or asset appreciation, including equity investments, acquisitions, and financial investments [2]. - The investment management must adhere to national industrial policies, align with the company's development strategy, and prioritize risk control and economic efficiency [2][3]. Group 2: Decision-Making Structure - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and executive office, with the president being the main responsible person for implementation [2][3]. - The board of directors is responsible for reviewing investment proposals, especially those involving related transactions, which require independent director meetings for evaluation [3]. Group 3: Financial Management and Auditing - The finance department is tasked with comprehensive financial records and management of external investment projects, ensuring compliance with accounting standards [4]. - Regular audits and checks on investment projects are mandated to ensure alignment with company interests and to address any discrepancies promptly [4][3].

Core Points - The document outlines the governance system for the management of stock trading by directors and senior management of Guangdong Jiayuan Technology Co., Ltd, emphasizing compliance with relevant laws and regulations [1][2][3] Group 1: General Provisions - The company requires directors and senior management to strictly adhere to commitments regarding changes in their shareholdings [1] - The shares held by directors and senior management include those registered in their securities accounts and those held through others' accounts [1] Group 2: Reporting and Management of Share Changes - The company secretary is responsible for managing the identity and shareholding data of directors and senior management, ensuring timely online reporting of personal information [2] - Directors and senior management must report their shareholding changes within specific timeframes, including within two trading days after their appointment or any changes in personal information [2] Group 3: Transfer Management - There are restrictions on the transfer of shares held by directors and senior management, including a one-year lock-up period post-listing and a six-month restriction after leaving the company [3][4] - Specific conditions under which shares cannot be transferred include involvement in securities violations or pending investigations [4] Group 4: Information Disclosure Management - Directors and senior management must disclose their share transfer plans at least fifteen trading days before selling shares, including details such as quantity, source, and method of transfer [3][5] - They are also required to report any changes in shareholdings within two trading days of the occurrence [6][8] Group 5: Responsibilities and Penalties - Violations of the share trading regulations may result in penalties from regulatory bodies, and the company may impose additional sanctions [6] - Directors and senior management are liable for any losses incurred by the company or investors due to non-compliance with these regulations [6] Group 6: Supplementary Provisions - The governance system will be revised in accordance with future laws and regulations, and the board of directors is responsible for its interpretation and amendment [7][8]

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].

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 ...

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]

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]