Core Viewpoint - The document outlines the management system established by Zhejiang Shuangyuan Technology Co., Ltd. to prevent the misuse of company funds by controlling shareholders, actual controllers, and other related parties, ensuring the protection of investors' rights and interests [2][4]. Group 1: Purpose and Scope - The system aims to regulate financial transactions between the company and its controlling shareholders, actual controllers, and related parties, creating a long-term mechanism to prevent fund misuse [2]. - The system applies to the company and its subsidiaries included in the consolidated financial statements regarding financial transactions with controlling shareholders and related parties [2]. Group 2: Definitions and Types of Fund Misuse - "Related parties" are defined according to relevant laws and regulations, including natural persons, legal entities, or other organizations [2]. - Fund misuse includes both operational and non-operational types, such as funds occupied through business transactions or unauthorized loans and payments for expenses [3]. Group 3: Prevention Measures - The company must strictly prevent fund misuse during operational transactions with controlling shareholders and related parties [4]. - The company is prohibited from providing funds directly or indirectly to controlling shareholders and related parties through various means, including covering expenses or unauthorized loans [4][5]. Group 4: Responsibilities and Oversight - The board of directors and senior management are legally responsible for safeguarding the company's funds and assets, with specific roles assigned to the chairman, board secretary, and financial director [6]. - The financial and internal audit departments are tasked with regularly checking for non-operational fund transactions to prevent misuse [5]. Group 5: Legal and Financial Accountability - In cases of asset infringement by controlling shareholders or related parties, the board must take effective measures to stop the infringement and seek compensation [6]. - Funds occupied by controlling shareholders or related parties should generally be repaid in cash, with strict controls on non-cash asset repayments [7]. Group 6: Compliance and Reporting - The company must develop a debt recovery plan in case of fund misuse and report to regulatory authorities as required [7]. - Independent auditors are required to provide special reports on any fund occupation by controlling shareholders or related parties during annual audits [8]. Group 7: Disciplinary Actions - The board may impose disciplinary actions on directors and senior management who facilitate or condone fund misuse, including potential dismissal for serious offenses [8]. - Economic penalties may be applied to responsible parties if non-operational fund misuse negatively impacts the company [8]. Group 8: Implementation and Interpretation - The system will take effect upon approval by the shareholders' meeting and will be interpreted by the board of directors [10].

投资项目涉及对外担保和关联交易的，应遵守公司《对外担保制度》及《关联交 易决策制度》的相关规定。 浙江双元科技股份有限公司 第一章 总 则 第一条 为加强浙江双元科技股份有限公司（以下简称"公司"）对外投资的内 部控制与管理力度，规范公司对外投资行为，建立完善的对外投资决策程序，确保对 外投资决策的科学性、规范性、透明性，保障公司和全体股东的利益，根据《中华人 民共和国公司法》（以下简称"《公司法》"）等有关法律、法规、规范性文件及《 浙 江双元科技股份有限公司章程》（以下简称"《公司章程》"）的规定，制定本制度。 第二条 本制度所称对外投资是指公司为获取未来收益而将一定数量的货币资 金、股权、以及经评估后的实物或无形资产或其他法律法规及规范性文件规定可以用 作出资的资产，对外进行各种形式的投资活动，包括但不限于投资新设全资或控股子 公司、向子公司追加投资、与其他单位进行联营、合营、兼并或进行股权收购、委托 理财、委托贷款、提供财务资助等。 浙江双元科技股份有限公司 投资决策管理制度 第三条 投资的原则： （一） 遵守国家法律、法规，符合国家的产业政策及《公司章程》； （二） 符合公司的发展战略和规划要求，被 ...

Core Points - The document outlines the external guarantee system of Zhejiang Shuangyuan Technology Co., Ltd, aiming to strengthen management and control operational risks [1][2] - The system specifies that external guarantees must be approved by the board of directors or shareholders' meeting, with detailed criteria for when such approvals are necessary [2][3] Group 1: General Provisions - The external guarantee refers to the company providing guarantees for debts owed by third parties, including subsidiaries [1] - The management of external guarantees involves a multi-layered review process, with the finance department responsible for initial reviews and daily management [1][2] Group 2: Approval Process - External guarantees require board or shareholder approval, with specific thresholds for when shareholder approval is mandatory, such as guarantees exceeding 10% of the latest audited net assets [2][3] - Guarantees for related parties must be approved by a majority of non-related directors and cannot involve related shareholders in the voting process [3][4] Group 3: Application and Review Procedures - The finance department is responsible for receiving guarantee applications, which must include detailed information about the applicant and the debt [5][6] - The board of directors must carefully evaluate the risks associated with the guarantees and may seek external assessments if necessary [6][7] Group 4: Daily Management and Risk Control - The finance department manages the daily operations of external guarantees, ensuring all contracts are documented and compliant with legal requirements [6][7] - Continuous monitoring of the financial status of guaranteed parties is required, with immediate reporting to the board if significant issues arise [7][8] Group 5: Responsibilities and Compliance - All directors are responsible for adhering to legal and regulatory requirements regarding external guarantees and may face liability for non-compliance [8][9] - The document emphasizes the unified management principle for external guarantees across the company and its subsidiaries [9][10]

Core Points - The document outlines the work system for the board secretary of Zhejiang Shuangyuan Technology Co., Ltd, aiming to standardize responsibilities and procedures [1] - The board secretary is a senior management position responsible for liaising with the stock exchange and ensuring compliance with laws and regulations [1][2] Section Summaries General Provisions - The board secretary must adhere to legal obligations and the company's articles of association, fulfilling duties with loyalty and diligence [1] - The company appoints one board secretary and may also appoint a securities affairs representative to assist [1] Appointment and Qualifications - The board secretary is nominated by the chairman and appointed by the board, with specific qualifications required, including professional knowledge and experience [6] - Certain disqualifications are outlined, such as criminal convictions or significant personal debt [2] Responsibilities - The board secretary is responsible for managing information disclosure, ensuring compliance with disclosure regulations, and maintaining confidentiality of undisclosed significant information [5][6] - The role includes assisting in corporate governance, managing investor relations, and overseeing equity management [6][7] Operational Procedures - The company must appoint a new board secretary within three months of a vacancy, and a designated person will act in the interim [3][4] - The board secretary has the authority to access financial and operational information necessary for fulfilling their duties [7] Confidentiality and Compliance - A confidentiality agreement must be signed by the board secretary, ensuring ongoing confidentiality even after leaving the position, except for information related to illegal activities [7][8] - The document stipulates that any amendments must comply with national laws and the company's articles of association [8]

Core Points - The company aims to enhance the compensation incentive and restraint mechanism for its directors and senior management to improve operational management efficiency [1] - The compensation system applies to independent directors, non-independent directors, and senior management [1][2] - The principles guiding the compensation system include linking actual income levels to company performance, aligning compensation with long-term development, and ensuring transparency [3][4] Compensation Management Structure - The shareholders' meeting determines the director's allowance plan, while the board of directors approves the compensation plan for senior management [1][2] - The compensation and assessment committee of the board is responsible for evaluating directors (excluding independent directors) [2] Compensation Standards and Distribution - Independent directors receive an annual allowance of 60,000 RMB (before tax), paid once every 12 months [2] - Non-independent directors do not receive additional allowances beyond their salaries [2] - Senior management's compensation is based on their specific roles and the company's performance assessment methods [2] Compensation Adjustment - The compensation system should adapt to the company's operational strategy and changing business conditions [4] - Adjustments are based on industry salary increases, inflation levels, company profitability, and organizational changes [4] Additional Provisions - The company reserves the right to terminate the position and reclaim allowances or performance bonuses if directors or senior management violate laws or company regulations [3][4] - The compensation system is subject to approval by the shareholders' meeting and can be modified accordingly [5]

Core Viewpoint - The document outlines the independent director working system of Zhejiang Shuangyuan Technology Co., Ltd., emphasizing the importance of independent directors in corporate governance to protect the interests of all shareholders, especially minority shareholders [1][2]. Group 1: General Principles - The independent director is defined as a board member who does not hold any other position in the company and has no direct or indirect interests that could affect their independent judgment [1]. - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their roles independently without influence from major shareholders or the actual controller [2][3]. Group 2: Appointment and Qualifications - The company shall have three independent directors, making up at least one-third of the board, including at least one accounting professional [2][3]. - Independent directors must meet specific qualifications, including having at least five years of relevant work experience and a good personal character without significant misconduct records [3][5]. Group 3: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [19][20]. - They have special powers, including the ability to hire external consultants, propose meetings, and express independent opinions on matters that may harm the company or minority shareholders [20][21]. Group 4: Communication and Reporting - The company must establish a communication mechanism between independent directors and minority shareholders, allowing independent directors to verify investor inquiries [26]. - Independent directors are required to submit annual reports detailing their attendance at meetings, participation in committees, and communication with shareholders [28][29]. Group 5: Support and Resources - The company is obligated to provide necessary working conditions and support for independent directors to fulfill their duties effectively [37][38]. - Independent directors should have equal access to information as other board members and receive timely updates on company operations [39][40].

Core Viewpoint - The article outlines the establishment and operational guidelines of the Audit Committee of Zhejiang Shuangyuan Technology Co., Ltd, emphasizing its role in enhancing corporate governance, internal supervision, and risk control. Group 1: General Provisions - The Audit Committee is established to strengthen the decision-making function of the Board and improve the company's governance structure [1] - The Committee is responsible for reviewing financial information, supervising internal and external audits, and ensuring effective internal controls [1][2] Group 2: Composition of the Committee - The Committee consists of three directors, including two independent directors, with one being a qualified accounting professional serving as the chairperson [2][3] - The term of the Committee members aligns with that of the Board, with independent directors limited to a maximum of six consecutive years [2][3] Group 3: Responsibilities and Authority - The Committee's main responsibilities include reviewing financial disclosures, supervising external audits, and evaluating internal controls [4][5] - It has the authority to propose the hiring or dismissal of external auditors and to oversee the internal audit process [4][5][6] Group 4: Meeting Procedures - The Committee must hold at least one meeting per quarter, with provisions for special meetings as needed [8][9] - A quorum requires the presence of at least two-thirds of the members, and decisions are made by a majority vote [8][9] Group 5: Reporting and Documentation - The Committee is required to submit written reports on its findings and recommendations to the Board [5][6] - Meeting records must be maintained, and all participants are bound by confidentiality regarding the discussed matters [9][10]

General Provisions - The purpose of the guidelines is to enhance the management level and efficiency of senior management personnel, clarify their responsibilities, and protect the rights of the company, shareholders, and creditors [1][2] - The General Manager is the administrative head of the company under the leadership of the Board of Directors, responsible for implementing board resolutions and managing daily operations [1][2] Qualifications for General Manager - The General Manager must possess rich knowledge in economics and management, strong operational management skills, and relevant work experience [2] - The General Manager should have the ability to motivate employees, establish a reasonable organizational structure, and coordinate internal and external relationships [2] Appointment and Dismissal of General Manager - The company can appoint one General Manager and several Vice General Managers, with a term of three years, which can be renewed upon board approval [2][3] - The dismissal of the General Manager requires a board resolution, and the General Manager can resign before the term ends [3] Powers of the General Manager - The General Manager is responsible for managing the company's operations, implementing board decisions, and reporting to the board [3][4] - In emergencies, the General Manager has the authority to make immediate decisions on production and administrative issues that fall outside their usual powers [3][4] Responsibilities of the General Manager - The General Manager must maintain the company's assets, ensure compliance with the company's articles of association, and report regularly to the board [4][5] - The General Manager is responsible for analyzing market information, enhancing the company's market adaptability, and implementing quality management systems [4][5] Reporting Obligations - The General Manager is required to report regularly to the board and provide financial statements, including balance sheets and cash flow statements [6][7] - In the event of significant events affecting the company's securities, the General Manager must promptly inform the board [7] Final Provisions - The guidelines will be implemented upon approval by the board and will be subject to national laws and regulations [7] - The board holds the authority to interpret and amend these guidelines as necessary [7]

Core Points - The establishment of the Strategic Committee aims to enhance the company's core competitiveness and improve decision-making processes for major investments [1][2] - The committee is composed of three directors, including at least one independent director, and is chaired by the company's chairman [3][4] - The committee is responsible for researching and proposing suggestions on long-term development strategies and significant investment decisions [2][4] Responsibilities and Authority - The committee's main responsibilities include researching long-term strategic planning, major investment financing proposals, and significant capital operations [2][6] - The committee is accountable to the board of directors, and its proposals must be submitted for board review [2][4] Decision-Making Procedures - The board office is tasked with preparing necessary materials for the committee's decision-making process, including feasibility reports and project proposals [4][5] - The committee convenes meetings to review proposals and submits the results to the board for approval [4][5] Meeting Rules - The committee is required to hold at least one meeting annually, with additional meetings as needed, and must notify members three days in advance [5][7] - A quorum of two-thirds of the committee members is required for meetings, and decisions must be approved by a majority of those present [5][7] Additional Provisions - The committee may invite company directors and senior management to attend meetings and can hire external advisors for professional opinions [7][8] - The rules and procedures outlined in the document are subject to national laws and the company's articles of association [8]

浙江双元科技股份有限公司 董事会薪酬与考核委员会工作细则 浙江双元科技股份有限公司 第一章 总则 第一条 为建立、完善浙江双元科技股份有限公司（以下简称"公司"）高级管理 人员的业绩考核与评价体系，制定科学、有效的薪酬管理制度，实施公司的人才开发与 利用战略，完善公司治理结构，根据《中华人民共和国公司法》《上市公司独立董事管 理办法》《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》和《浙江 双元科技股份有限公司章程》（以下简称"《公司章程》"）等有关规定，公司设立董 事会薪酬与考核委员会（以下简称"委员会"），并制定本工作细则。 第二条 委员会是董事会下设的专门委员会，负责对董事、高级管理人员的薪酬与 考核进行研究并提出建议，直接对公司董事会（以下简称"董事会"）负责。 第八条 委员会负责制定董事、高级管理人员的考核标准并进行考核，制定、审查 浙江双元科技股份有限公司 董事会薪酬与考核委员会工作细则 董事、高级管理人员的薪酬决定机制、决策流程、支付与止付追索安排等薪酬政策与方 第二章 人员组成 第三条 委员会委员由三名董事组成，其中，独立董事两名。 第四条 委员会委员由董事长、二分之一以上独立董 ...