Core Viewpoint - The document outlines the regulations and management framework for the foreign exchange hedging business of KJ Intelligent Technology Co., Ltd, emphasizing the importance of risk management and compliance with relevant laws and regulations [1][2][3]. Summary by Sections General Principles - The foreign exchange hedging business aims to mitigate currency and interest rate risks through various financial instruments, including forward contracts, swaps, and options [1]. - The policy applies to the company and its subsidiaries, prohibiting subsidiaries from engaging in hedging activities without company approval [1]. Operational Principles - The company must conduct hedging activities legally, prudently, and effectively, ensuring that all transactions are based on actual business operations and not for speculative purposes [2]. - Transactions are only permitted with qualified financial institutions approved by the State Administration of Foreign Exchange and the People's Bank of China [2]. - Hedging contracts must align with the company's foreign currency cash flow forecasts, and the amounts involved should not exceed these forecasts [2]. Responsibilities and Approval Authority - The finance center is responsible for executing hedging activities, while the internal audit center oversees compliance and risk management [3][4]. - The board of directors and shareholders' meeting are the decision-making bodies for hedging activities, requiring feasibility reports for transactions exceeding certain thresholds [4][5]. Management and Internal Procedures - The finance center must monitor currency trends and develop hedging plans, while the internal audit department reviews the execution and financial implications of these activities [6][7]. - All personnel involved in hedging must adhere to confidentiality protocols to protect sensitive information [7]. Risk Reporting and Disclosure - The finance center is tasked with tracking market prices and assessing risk exposure, reporting findings to management and the board [8]. - The company must disclose hedging activities and any significant losses that exceed specified thresholds, ensuring transparency in financial reporting [8][9].

Core Viewpoint - The company has established a comprehensive set of regulations for the management and use of funds raised through stock issuance, aiming to enhance efficiency and effectiveness in fund utilization [1][2]. Group 1: Fund Management and Control - The company must establish internal control systems for the storage, management, and use of raised funds, ensuring compliance and effective risk prevention [1][2]. - The board of directors and senior management are responsible for overseeing the proper use of raised funds and must not allow any unauthorized changes in fund usage [2][3]. - A special account for raised funds must be established in a commercial bank, and all funds must be managed and used from this account [8][9]. Group 2: Fund Usage Guidelines - Raised funds should primarily be used for the company's main business activities, and any changes in usage must follow strict approval processes [11][12]. - The company must report any significant deviations from the planned use of funds to the Shanghai Stock Exchange [11][12]. - Any surplus funds must be used for ongoing or new projects, or for share repurchases, and must be disclosed appropriately [29][30]. Group 3: Oversight and Reporting - The company’s financial center is responsible for maintaining detailed records of fund usage and must conduct regular audits [33][34]. - Independent financial advisors must conduct periodic checks on the management and usage of raised funds, and their findings must be reported to the board [17][18]. - The company must disclose the results of these audits and any significant findings in its annual reports [34][36].

General Provisions - The purpose of the committee is to standardize the selection of directors and senior management, optimize the composition of the board, and improve the corporate governance structure based on relevant laws and regulations [1][2] - The committee is a specialized body under the board of directors, responsible for formulating selection criteria and procedures for directors and senior management, reviewing candidates, and making recommendations to the board [1][3] Composition of the Committee - The committee consists of three directors, with independent directors making up the majority [2] - The committee members are nominated by the chairman, more than half of the independent directors, or at least one-third of all directors, and elected by the board [2] Responsibilities and Authority - The committee is responsible for proposing the nomination or dismissal of directors and the hiring or firing of senior management, as well as other matters as stipulated by laws and the company's articles of association [3] - If the board does not fully adopt the committee's recommendations, it must document the committee's opinions and the reasons for non-adoption in the board's resolution [3] Meeting Rules - Meetings must be notified to all members three days in advance, and can be convened by the chairperson or a designated member in case of urgency [5][6] - A quorum requires the presence of more than two-thirds of the committee members, and decisions must be approved by a majority [5][6] Nomination Procedures - The committee actively communicates with relevant departments to assess the needs for directors and senior management [7] - Candidates are sourced from within the company, subsidiaries, talent markets, and other channels, with detailed background checks conducted [7] Documentation and Confidentiality - Meeting records must be kept, including independent directors' opinions, and all attendees are bound by confidentiality regarding the matters discussed [13][14] - The committee may hire external agencies for professional advice, with costs covered by the company [8] Amendments and Interpretation - The rules can be amended by the board and must comply with national laws and regulations [9] - The board is responsible for interpreting these rules [9]

General Overview - The document outlines the management system for the shares held by directors, senior management, and core technical personnel of KJ Intelligent Technology Co., Ltd. [2][3] Shareholding Management - The system is established to regulate the holding and trading of company shares by directors, senior management, and core technical personnel in accordance with relevant laws and regulations [2][3][4] - It applies to shares directly or indirectly held by these individuals, including convertible bonds and other equity-like securities [2][3] Share Transfer Rules - Directors and senior management can sell shares through the Shanghai Stock Exchange or other legally permitted methods, adhering to commitments regarding holding periods and transfer methods [3][4] - There are specific restrictions on share transfers, including a one-year lock-up period post-listing and a six-month restriction after leaving the company [5][6] Reporting and Disclosure - Directors and senior management must report personal information to the Shanghai Stock Exchange within two trading days of changes, including new appointments or departures [6][8] - They are required to notify the company of any share trading plans in writing, and such plans must be disclosed publicly [17][19] Restrictions on Trading - There are periods during which directors and senior management are prohibited from trading shares, such as 15 days before the announcement of annual or semi-annual reports [11][12] - Additional restrictions apply in cases of significant legal or regulatory investigations involving the company [10][11] Penalties and Responsibilities - The company holds directors and senior management accountable for ensuring that insider information is not misused for trading [25][26] - Violations of trading regulations may result in disciplinary actions and the requirement to return any profits made from illegal trades [27][28]

Core Viewpoint - The document outlines the regulations and responsibilities regarding insider information management at KJ Intelligent Technology Co., Ltd, emphasizing the importance of confidentiality and compliance with relevant laws and regulations [1][10]. Group 1: Insider Information Definition - Insider information refers to non-public information that could significantly impact the company's operations, finances, or stock prices, including major changes in business strategy, significant asset transactions, and legal issues [1]. - Specific examples of insider information include major investments, significant losses, changes in management, and any legal investigations involving the company [1]. Group 2: Insider Information Insiders - Insiders include company personnel who have access to insider information, such as directors, supervisors, senior management, and employees involved in significant decision-making processes [2][3]. - External parties who may also have access include major shareholders, controlling persons, and professionals from accounting, legal, and financial advisory firms [3]. Group 3: Responsibilities and Management - The Board of Directors is responsible for managing insider information and ensuring the accuracy and completeness of insider information records, with the Chairman being the primary responsible person [4]. - The Board Secretary is tasked with the day-to-day management of insider information and maintaining records of individuals who have access to such information [4][5]. Group 4: Confidentiality Obligations - Insiders are obligated to maintain confidentiality and are prohibited from trading the company's stock or disclosing insider information before it is publicly released [5][9]. - The company must ensure that confidentiality agreements are signed before providing any non-public information to insiders [5]. Group 5: Record Keeping and Reporting - The company must establish and maintain a record of insider information insiders, documenting the details of their access to insider information [7][8]. - Records must be updated regularly and retained for at least ten years, with a requirement to report any insider trading activities to regulatory authorities [8][9]. Group 6: Compliance and Enforcement - The company is required to conduct self-inspections regarding insider trading and take necessary actions against any violations, including reporting to regulatory bodies [9]. - Insiders who violate confidentiality obligations may face legal consequences, including civil and criminal liabilities [9].

Core Points - The company has established a cumulative voting system to enhance its governance structure and ensure shareholders can fully exercise their rights [1][5] - The cumulative voting system allows shareholders to allocate their voting rights either to a single candidate or distribute them among multiple candidates during board elections [1][3] - The system mandates that if a single shareholder or their concerted parties hold 30% or more of the shares, cumulative voting must be used to protect the interests of minority shareholders [1][2] Voting Process - Independent and non-independent directors must be elected separately to maintain the proportion of independent directors [2] - The company secretary is responsible for preparing the election ballots in accordance with the cumulative voting system [2] - Votes exceeding the actual voting rights held by a shareholder will be adjusted, and if a shareholder refuses to confirm their vote distribution, all votes will be considered invalid [2][3] Election Principles - Candidates must receive more than half of the total voting rights present to be elected as directors [3][4] - In case of a tie in votes among candidates, a re-election process will be initiated to ensure the correct number of directors is elected [4] - The chairperson of the meeting must explain the voting method and election principles to shareholders before voting [4][5] Term and Implementation - Directors elected through the cumulative voting system will not have staggered terms; any replacements will serve the remainder of the current term [5] - The system will take effect after being approved by the shareholders' meeting and will be implemented following the company's initial public offering [5]

General Provisions - The company establishes a system to regulate the temporary suspension and exemption of information disclosure obligations to protect investors' rights, in accordance with relevant laws and regulations [1][5]. - Information disclosure obligations must be fulfilled accurately, completely, and timely, without misleading investors or engaging in insider trading [1][2]. Scope of Temporary Suspension and Exemption - Information can be temporarily suspended or exempted from disclosure if it involves state secrets or business secrets that could lead to unfair competition or harm to the company or others [2][3]. - If the reasons for temporary suspension or exemption are eliminated, the information must be disclosed promptly [3][4]. Disclosure Review Procedures - The internal review process for temporary suspension or exemption must be strictly followed, and the scope should not be expanded arbitrarily [4][5]. - The company must maintain records of the reasons for suspension or exemption, including the internal review process and the potential impact on the company or others [4][5]. Reporting Obligations - The company must submit relevant registration materials regarding any temporary suspension or exemption of disclosure to the local securities regulatory authority and stock exchange within ten days after the announcement of periodic reports [5]. Final Provisions - Any matters not covered by this system will be executed according to relevant laws, regulations, and the company's articles of association [5]. - The system will take effect upon approval by the company's board of directors and will be revised as necessary [5].

Core Points - The company establishes a system to regulate related party transactions to ensure legality, fairness, and reasonableness, protecting the rights of shareholders and the company [1][2] - Related party transactions must be priced fairly, follow compliant decision-making procedures, and adhere to information disclosure standards [1][2] - The company’s subsidiaries and affiliates are subject to the same regulations regarding related party transactions [1] Related Party Transaction Decision-Making Procedures - The company defines related parties as both legal entities and natural persons, with specific criteria outlined in the company’s articles of association [2] - Directors, senior management, and significant shareholders must report related party relationships to the board for proper management [2][3] - Transactions that meet disclosure standards require approval from a majority of independent directors before being submitted to the board for review [2][3] Pricing of Related Party Transactions - Related party transaction pricing must be fair and can be based on government pricing, market prices from independent third parties, or reasonable cost-plus pricing methods [4][5] - If no comparable market prices exist, the company must disclose the pricing determination principles and justify the fairness of the pricing [4][5] Premium Purchases of Related Party Assets - For significant related party transactions where the purchase price exceeds 100% of the book value, the company must provide a network voting option for shareholders and disclose the reasons for the premium [6] - A profit forecast report must be provided for major related party transactions, audited by a qualified accounting firm [6] Internal Execution Department Functions - The finance center is responsible for managing related party transaction records and updating related party information [7] - The audit committee and internal control audit center oversee related party transactions and report any violations to the shareholders [7] Miscellaneous Provisions - The company’s board of directors is responsible for interpreting the established system, which becomes effective upon approval by the shareholders [8]

General Principles - The rules are established to regulate the behavior of KJ Intelligent Technology Co., Ltd. and ensure shareholders can exercise their rights according to the Company Law and relevant regulations [1] - The company must strictly follow legal and regulatory requirements when convening shareholder meetings to ensure lawful exercise of rights by shareholders [1][2] - The board of directors is responsible for organizing shareholder meetings diligently and on time [1][3] Types of Shareholder Meetings - Shareholder meetings are categorized into annual and extraordinary meetings, with annual meetings held within six months after the end of the previous fiscal year [2] - Extraordinary meetings must be convened within two months if circumstances arise as specified in the Company Law [2] Legal Opinions and Procedures - The company must hire a lawyer to provide legal opinions on the legality of the meeting's procedures, participant qualifications, and voting results [2][3] - The board of directors is responsible for convening meetings, and independent directors can propose extraordinary meetings with written requests [3][4] Proposals and Notifications - Proposals for meetings must be submitted in writing, detailing the proposer’s identity, reasons, and specific proposals [6][15] - Shareholders holding more than 1% of shares can submit temporary proposals ten days before the meeting [6] Meeting Conduct - Meetings must be held at the company's registered address or a location specified in the articles of association, ensuring accessibility for shareholders [21] - Shareholders can attend in person or appoint proxies to vote on their behalf [21][22] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions needing two-thirds approval [36][38] - Voting procedures must ensure that shareholders with conflicts of interest abstain from voting on related matters [41][42] Meeting Records - Detailed records of the meeting must be maintained, including attendance, proposals discussed, and voting results [54][55] - The records must be signed by relevant parties and preserved for at least ten years [55][20] Miscellaneous Provisions - The rules are subject to amendments based on changes in national laws or regulations, and the board of directors is responsible for their interpretation [59][60]

科捷智能科技股份有限公司 第一章 总则 第一条 为规范科捷智能科技股份有限公司（以下简称"公司"）内部重大信 息报告工作，保证公司内部重大信息得到有效传递和审核控制，并及时、真实、 准确、完整地披露信息，维护投资者的合法权益，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》（以下简称"《上市规则》"）等有关法律、法规、规章、 规范性文件和《科捷智能科技股份有限公司章程》（以下简称"《公司章程》"） 、公司《信息披露管理制度》的有关规定，并结合公司的实际情况，制定本制度。 第二条 公司内部重大信息报告制度是指当发生或即将发生可能对公司股票及 其衍生品种的交易价格产生较大影响的情形或事件时，按照本制度第五条规定负 有报告义务的有关人员和部门，应于该等情形或事件发生前，或发生当日将有关 信息向董事会秘书或证券事务代表进行报告，董事会秘书对上报的重大信息进行 分析和判断，如按规定需要履行信息披露义务的，董事会秘书应履行相应程序并 对外披露的制度。 第三条 本制度所称重大信息是指对公司股票及其衍生品种交易价格可能或已 经产生较大影响的信息，具体标准 ...