Group 1 - The core purpose of the company's information disclosure is to provide truthful, accurate, complete, timely, and fair information regarding its operations and significant events to ensure investors are well-informed for decision-making [2][4] - The company and related parties must disclose information based on objective facts or judgments, ensuring no false records or misleading statements are made [5][6] - All significant information must be disclosed simultaneously to all investors to ensure equal access to information [8][9] Group 2 - The company is required to disclose both periodic reports (annual, semi-annual, quarterly) and temporary reports, with specific timelines and content as mandated by regulatory authorities [21][22] - Major events that require disclosure include significant changes in business direction, major investments, important contracts, and any substantial losses or debts [25][26] - The company must report any transactions that meet certain thresholds, such as those involving assets or transaction amounts exceeding 10% of total audited assets or market value [28][29] Group 3 - The board of directors is responsible for overseeing the information disclosure process, with the chairman being the primary responsible person [13][14] - The company must maintain strict confidentiality regarding undisclosed information and ensure that all personnel with access to such information adhere to confidentiality obligations [61][62] - Any violations of information disclosure responsibilities may lead to disciplinary actions against responsible individuals, including potential legal consequences [67][69]

苏州光格科技股份有限公司 信息披露暂缓与豁免业务管理制度 苏州光格科技股份有限公司 第一章 总 则 第一条 为了规范苏州光格科技股份有限公司（以下简称"公司"）信息披 露暂缓、豁免行为，督促公司及相关信息披露义务人（以下简称"信息披露义务 人"）依法合规地履行信息披露义务，根据《中华人民共和国公司法》 （以下简称 "《公司法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）、《上海证券 交易所科创板股票上市规则》 （以下简称"《科创板上市规则》"）、 《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》 （以下简称"《规范运作》"） 《上市公司信息披露暂缓与豁免管理规定》等法律、行政法规、规范性文件及《苏 州光格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 实际情况，制定本制度。 第二条 信息披露义务人按照《科创板上市规则》《规范运作》及其他相关 法律、法规、规范性文件的规定，办理信息披露暂缓、豁免业务的，适用本制度。 第三条 信息披露义务人应当披露的信息存在《科创板上市规则》《规范运 作》及上海证券交易所其他相关业务规则中规定的可暂缓、豁免信息披露的情形 的，可以 ...

General Principles - The company aims to improve the compensation management of directors and senior management to enhance operational efficiency and management levels, ensuring the achievement of strategic goals [1] - The compensation system applies to directors and senior management as defined in the company’s articles of association [1] - Compensation for directors and senior management is based on the company's operational performance and industry standards, ensuring shareholder interests and mutual development [1] - The principles of compensation distribution include legality, fairness, external competitiveness, and incentivization [1] Management Structure - The Compensation and Assessment Committee of the Board of Directors is responsible for evaluating directors and senior management and initially determining compensation plans [2] - Compensation plans for directors must be approved by the Board and submitted for shareholder review; annual compensation plans for senior management must be submitted to the Board for review [2] - The Human Resources and Finance departments assist the Compensation and Assessment Committee in implementing compensation plans [2] Compensation and Assessment System - Independent directors receive an independent director allowance, the standard of which is subject to shareholder review [2] - Non-independent directors receive compensation based on their specific management roles and the company's performance assessment system, with no separate director compensation for those not holding other management positions [2] - The company covers travel expenses and other costs incurred by directors while performing their duties [2] - Senior management compensation is determined by their specific management roles and the company's performance assessment system [2] Compensation Adjustment - The compensation system for directors and senior management should align with the company's operational strategy and be adjusted according to changes in business conditions [3] - Significant changes in the operating environment may lead to adjustments in incentive and constraint conditions, as proposed by the Compensation and Assessment Committee [3] Supplementary Provisions - Any matters not covered by this system or inconsistent with laws, regulations, or the company's articles of association will be governed by the relevant legal provisions [5] - The Board of Directors is responsible for interpreting this system [5] - This system takes effect upon approval by the company's shareholders and will also apply to any modifications [5]

第一条 为了进一步完善苏州光格科技股份有限公司(以下简称"公司")内幕 信息管理制度，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，有效防范内幕交易等证券违法违规行为，维护广大投资者的合法权益，根 据《中华人民共和国公司法》(以下简称"《公司法》")、 《中华人民共和国证券法》 苏州光格科技股份有限公司 第一章 总则 公司董事会应当保证内幕信息知情人档案真实、准确和完整，董事长为主要 负责人。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。 公司审计委员会应当对内幕信息知情人登记管理制度实施情况进行监督。 第四条 公司董事会办公室为公司内幕信息知情人登记管理工作的日常工作 部门，具体负责公司内幕信息及内幕信息知情人的登记、披露、备案、监督、管 理等日常工作。 第五条 公司董事、高级管理人员和公司各部门、子公司、参股公司的负责 人应当做好内幕信息的保密工作，积极配合董事会秘书做好内幕信息知情人的登 记、报备工作。内幕信息知情人负有保密责任，在内幕信息依法公开披露前，内 幕信息知情人不得公开或泄漏内幕信息，不得利用内幕信息买卖公司证券及其衍 生品种，不得进行内幕交易或配合他人操纵证券交 ...

Core Points - The implementation rules for the cumulative voting system aim to enhance the corporate governance structure of Suzhou Guangge Technology Co., Ltd. and ensure that all shareholders can fully exercise their rights in electing directors, thereby protecting the interests of minority shareholders [1][2] Group 1: General Provisions - The cumulative voting system allows shareholders to have voting rights equal to the number of directors to be elected, enabling them to concentrate their votes on one candidate or distribute them among several candidates [1][2] - The rules specify that the term "directors" includes both independent and non-independent directors, excluding those elected by employee representatives [1] Group 2: Election Procedures - The cumulative voting system must be adopted when a single shareholder or their concerted parties hold 30% or more of the voting shares, and it is mandatory when electing two or more directors [2] - Shareholders holding more than 1% of the company's shares can propose candidates for independent and non-independent directors, and the nomination must be made with the consent of the nominee [2][3] Group 3: Voting Principles - Before voting, the meeting host must inform shareholders about the cumulative voting method, and appropriate ballots must be prepared [3][4] - Votes can be concentrated on one candidate or distributed among multiple candidates, but the number of candidates voted for cannot exceed the number of directors to be elected [4][5] Group 4: Election Results - Directors are elected based on the number of votes received, with a requirement that each elected director must receive more than half of the valid voting rights held by attending shareholders [5] - If the number of elected directors is less than required, a second round of elections will be held to fill the vacancies [5][6]

Core Points - The document outlines the management system for related party transactions of Suzhou Guangge Technology Co., Ltd, aiming to standardize decision-making processes and protect the interests of shareholders and creditors, especially minority investors [1][2][3] - The system is based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China, as well as the rules of the Shanghai Stock Exchange [1][2] Group 1: Related Parties - Related parties include individuals and organizations that can exert significant influence over the company through financial, operational, or managerial relationships [2][3] - The company must maintain an updated list of related parties and ensure accurate management of these relationships [4][5] Group 2: Related Transactions - Related transactions encompass various types of dealings between the company and its related parties, including asset purchases, service provisions, and financial support [3][4] - The company is required to sign written agreements for related transactions, ensuring that the terms are clear and fair [29][30] Group 3: Principles and Pricing Management - Related transactions must adhere to principles of honesty, equality, and fairness, with specific procedures for board and shareholder approvals [8][9] - Pricing for related transactions should be based on market standards or reasonable cost-plus methods, ensuring transparency and fairness [11][12] Group 4: Decision-Making Procedures - Transactions exceeding certain thresholds require independent board approval and may necessitate external audits or evaluations [14][15] - The company must disclose related transactions in its annual and semi-annual reports, ensuring transparency to shareholders [21][22] Group 5: Supervision and Management - The board's audit committee is responsible for overseeing the disclosure and approval processes of related transactions [33][34] - The company must take protective measures against potential losses from related party transactions, including legal actions if necessary [35][36]

Core Viewpoint - The internal audit system of Suzhou Guangge Technology Co., Ltd. aims to enhance the quality of internal audits, protect investors' rights, and promote sustainable development of the company [1]. Group 1: Internal Audit Definition and Scope - Internal audit is defined as an evaluation activity conducted by internal personnel to assess the effectiveness of internal controls, risk management, and the authenticity and completeness of financial information [1]. - The internal audit system applies to the company and its wholly-owned and controlling subsidiaries [1]. Group 2: Internal Audit Department Structure and Responsibilities - The company has established an internal audit department responsible for organizing and implementing internal audit work, reporting to the board of directors and the audit committee [2]. - The internal audit department must maintain independence and cannot be under the leadership of the finance department [2]. - Internal audit personnel must possess the necessary professional capabilities and adhere to relevant laws, regulations, and professional standards [2][3]. Group 3: Audit Procedures and Implementation - The internal audit department conducts audits primarily through on-site methods, with annual audit plans submitted for approval by the audit committee [4]. - Audits must be conducted with a focus on obtaining sufficient, relevant, and reliable evidence to support audit conclusions and recommendations [6]. - The internal audit department is required to submit internal audit reports to the audit committee at least semi-annually and annually [5]. Group 4: Focus Areas of Internal Audits - The internal audit department is tasked with evaluating the completeness and effectiveness of internal control systems, financial data legality, compliance, and authenticity [5][7]. - Key areas of focus include significant non-recurring transactions, external investments, asset purchases and sales, external guarantees, related party transactions, and the use of raised funds [8][9][10][11]. Group 5: Reporting and Accountability - The internal audit department must report any significant internal control deficiencies or risks to the board of directors or audit committee promptly [8]. - The board of directors is responsible for assessing the effectiveness of internal controls based on the internal audit reports and must disclose any significant deficiencies to the Shanghai Stock Exchange [8]. Group 6: Compliance and Ethics - Internal audit personnel are protected by law and must not face retaliation for performing their duties [4]. - The company is committed to ensuring that internal audit personnel can perform their responsibilities without interference and that any violations of laws or internal regulations are reported and addressed [12][13].

Core Points - The document outlines the behavior norms for the controlling shareholders and actual controllers of Suzhou Guangge Technology Co., Ltd, aiming to protect the rights and interests of the company and its shareholders [1][2][3] Group 1: General Principles - The controlling shareholder is defined as a shareholder holding more than 50% of the company's total share capital or having significant influence over shareholder meetings [1] - The actual controller is defined as a natural person, legal entity, or organization that can actually control the company's actions through investment relationships or agreements [1] - Controlling shareholders and actual controllers must comply with relevant securities market laws and regulations to promote the company's standardized operation and improve its quality [1][2] Group 2: Corporate Governance - Controlling shareholders and actual controllers should establish systems to clarify decision-making processes for significant company matters and ensure the company's independence [2] - They must maintain the integrity of the company's assets and not infringe upon the company's rights to its property [2][3] - They are required to handle the transfer of assets to the company in a timely manner according to legal and contractual agreements [2] Group 3: Independence Maintenance - Controlling shareholders and actual controllers must ensure the independence of company personnel and not influence personnel decisions outside of their legal rights [3][4] - They should maintain the financial independence of the company and not misuse company funds for non-operational purposes [4] - They must support the independent operation of the company's board and other departments without exerting undue influence [4][5] Group 4: Information Disclosure - Controlling shareholders and actual controllers are obligated to fulfill information disclosure duties in a timely, fair, truthful, and complete manner [6][7] - They must notify the company of significant events that could impact the company's securities trading prices [7][8] - They are required to cooperate with the company's information disclosure processes and maintain confidentiality regarding undisclosed significant information [8][9] Group 5: Share Trading and Control Transfer - Controlling shareholders and actual controllers must adhere to legal regulations when trading company shares and cannot engage in short selling or derivative trading involving the company's stock [10][11] - They are prohibited from reducing their shareholdings under certain conditions, such as ongoing investigations or significant financial issues [11][12] - Any transfer of control must be conducted fairly and without harming the interests of the company and other shareholders [15][16]

苏州光格科技股份有限公司 募集资金管理制度 苏州光格科技股份有限公司 第一章 总 则 第一条 为进一步加强苏州光格科技股份有限公司（以下简称"公司"）募 集资金的管理和运用，提高募集资金使用效率，根据《中华人民共和国公司法》 （以下简称"《公司法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）、 《上海证券交易所科创板股票上市规则》 《上市公司募集资金监管规则》 《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》等有关法律、法规 和中国证券监督管理委员会（下称"中国证监会"）、上海证券交易所有关规范性 文件的规定，结合公司实际情况，制定本制度。 第二条 本制度所称募集资金是指，公司通过发行股票或者其他具有股权性 质的证券，向投资者募集并用于特定用途的资金监管，但不包括上市公司为实施 股权激励计划募集的资金监管。 第三条 本制度是公司对募集资金使用和管理的基本行为准则。募集资金投 资项目（以下简称"募投项目"）通过公司的子公司或公司控制的其他企业实施 的，该子公司或受控制的其他企业应当遵守本制度。 第四条 募集资金应当专款专用。公司使用募集资金应当符合国家产业政策 和相关法律法规，践行可 ...

General Principles - The rules are established to promote the standardized operation of Suzhou Guangge Technology Co., Ltd. and to ensure the board of directors independently exercises its rights and fulfills its obligations according to the Company Law and the company's articles of association [1][2]. Board Meetings - The board of directors must hold at least two meetings each year, convened by the chairman with a written notice sent to all directors ten days prior to the meeting [2]. - In urgent situations, a temporary meeting can be called with a shorter notice period, and the chairman must explain the urgency during the meeting [2][3]. Proposals and Voting - Proposals for board meetings are categorized into fixed and temporary proposals, with fixed proposals being submitted annually for review [3][6]. - Temporary proposals can be submitted by relevant proposers to the chairman, who may request modifications before they are presented to the board [6][7]. Meeting Procedures - The chairman presides over the meetings, which require the presence of more than half of the directors to be valid [8]. - Decisions are made through written or show-of-hands voting, with each director having one vote. A majority of directors must agree for a resolution to pass [8][9]. Attendance and Representation - Directors must attend meetings in person but can delegate another director to attend on their behalf if they cannot be present [9][10]. - Directors with a conflict of interest must disclose their relationship and cannot vote on related matters [10][11]. Documentation and Record Keeping - Meeting records must be created, including attendance and decisions made, and must be signed by attendees [12][13]. - The rules stipulate that meeting records and resolutions should be archived for at least ten years [13][14]. Amendments and Compliance - The rules serve as an attachment to the company's articles of association and will take effect upon approval by the shareholders' meeting [14]. - Any inconsistencies with laws or regulations will defer to those legal standards, and the board is responsible for proposing amendments as necessary [14].