深圳市迅捷兴科技股份有限公司 第一章 总则 第一条 为了加强对深圳市迅捷兴科技股份有限公司（以下简称"公司"） 信息披露工作的管理，保护公司、股东、债权人及其它利益相关人员的合法权益， 规范公司的信息披露行为，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》）、《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》等法律、法规和《深圳市迅捷兴科技股份有限公司章程》（以下简 称《公司章程》）的有关规定，特制定本制度。 （二）公司审计委员会； （三）公司董事会秘书和公司董事会办公室； （四）公司高级管理人员； （五）公司各部门以及各子公司、分公司的负责人； （六）公司控股股东、实际控制人和持有公司 5%以上股份的股东及关联人； （七）其他负有信息披露义务的人员和部门。 第四条 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 或者已经产生较大影响的信息，包括下列信息： 第二条 公司及相关信息披露义务人应当根据相关法律、法规、部门规章、 规范性文件以及本制度的规定，及时、公平地披露所有对公司股票 ...

Core Points - The company aims to enhance its corporate governance and improve the board structure to protect the interests of minority shareholders and stakeholders [1] - Independent directors are defined as those who do not hold any other positions in the company and have no direct or indirect interests that could affect their independent judgment [2] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they are required to fulfill their responsibilities according to laws and regulations [3] Summary by Sections Independent Director Meetings - The company will hold regular or irregular meetings exclusively attended by independent directors, with notifications sent three days in advance [2] - Independent directors can propose temporary meetings if necessary, and meetings can be conducted via remote voting [2][3] - Independent directors must attend meetings in person or review materials in advance if unable to attend [2] Decision-Making and Responsibilities - Certain matters require approval from the independent directors' meetings before being submitted to the board, including related party transactions and changes to commitments [2][3] - Independent directors have special powers, such as hiring external consultants for audits or proposing shareholder meetings [3] Documentation and Confidentiality - Meetings must be documented, including the basic situation of discussed matters and the independent opinions expressed [3][4] - The company is responsible for providing necessary support and information for the meetings, and independent directors are bound by confidentiality [4][5] Implementation and Amendments - The system will take effect upon approval by the board and can be amended based on legal requirements and the company's actual situation [5]

深圳市迅捷兴科技股份有限公司 董事会议事规则 第二条 公司依法设立董事会，受股东会的委托，负责经营和管理公司的法 人财产，是公司的经营决策机构。董事会对股东会负责，在《公司章程》和股东 会赋予的职权范围内行使职权。 第三条 董事会由 6 名董事组成，其中 2 名独立董事，1 名职工董事。设董 事长 1 人。董事长由董事会以全体董事的过半数选举产生。 第四条 董事会行使下列职权： （一）召集股东会，并向股东会报告工作； （二）执行股东会的决议； （三）决定公司的经营计划和投资方案； 深圳市迅捷兴科技股份有限公司 第一章 总则 第一条 为了进一步规范深圳市迅捷兴科技股份有限公司（以下简称"公 司"）董事会的议事方式和决策程序，促使董事和董事会有效地履行其职责，提 高董事会规范运作和科学决策水平，依据《中华人民共和国公司法》（以下简称 "《公司法》"）、《上海证券交易所科创板股票上市规则》（以下简称"《科创 板股票上市规则》"）等相关法律、法规、规范性文件和《深圳市迅捷兴科技股 份有限公司章程》（以下简称"《公司章程》"）的规定，制订本规则。 第二章 董事会的构成与职权 （四）制订公司的利润分配方案和弥补亏损方案； ...

Core Points - The document outlines the work system for the Secretary of the Board of Directors of Shenzhen Xunjiexing Technology Co., Ltd, emphasizing the importance of regulatory compliance and effective management of the Secretary's responsibilities [1] Section Summaries General Provisions - The purpose of the work system is to promote standardized operations within the company and enhance the management and supervision of the Board Secretary's work [1] Position, Responsibilities, and Qualifications of the Board Secretary - The Board Secretary is a senior management position responsible for legal obligations and enjoys corresponding rights and remuneration [1] - The main responsibilities include handling information disclosure, ensuring compliance with disclosure regulations, managing investor relations, and assisting in the development of capital market strategies [1][2] - The Secretary must possess necessary professional knowledge in finance, management, and law, along with good professional ethics and a qualification certificate issued by the stock exchange [1] Authority of the Board Secretary - The Secretary is responsible for organizing board meetings, providing consultation for major decisions, and ensuring compliance with decision-making procedures [3][4] - The Secretary acts as a liaison between the company and regulatory authorities, managing necessary documentation and tasks assigned by these authorities [3] Appointment and Dismissal of the Board Secretary - The company must not dismiss the Secretary without cause, and if the Secretary is unable to perform duties for over half a month, a temporary replacement must be appointed [5][6] - The Board must disclose relevant documents before appointing a new Secretary, including a recommendation statement and the candidate's qualifications [2][3] Legal Responsibilities of the Board Secretary - The Secretary has a duty of loyalty and diligence, must comply with the company's articles of association, and is responsible for any legal violations that occur during their tenure [6][7] - The company must report any dismissal of the Secretary to the stock exchange, providing reasons for the dismissal [6][7] Supplementary Provisions - The work system will be executed in accordance with national laws and regulations, and any inconsistencies will defer to the relevant legal provisions [7]

General Provisions - The purpose of the internal reporting system is to regulate the reporting of significant matters by subsidiaries of Shenzhen Xunjiexing Technology Co., Ltd., clarify responsibilities and procedures, enhance management, and control operational risks [1][2] - This system applies to the company's controlling subsidiaries, including wholly-owned subsidiaries and those with over 50% ownership or significant influence [1] Responsibilities and Reporting Obligations - The executive director/chairman/general manager of the subsidiary is responsible for reporting significant matters and must notify the company's board secretary before implementation [2] - The board secretary serves as the contact person for receiving information and is responsible for analyzing and reporting significant matters to the board [4] - Subsidiaries must establish internal reporting systems to ensure timely awareness of relevant information [2][3] Scope of Significant Information - Significant matters that must be reported include asset purchases or sales, major risks faced by the subsidiary, and any significant changes in financial conditions or operational strategies [3][6] - Specific reporting obligations include providing written documentation related to significant information, such as agreements, government approvals, and legal judgments [6] Reporting Procedures - The reporting process requires the responsible party to verify the accuracy and completeness of information within two working days [8] - Information must be reported through quick communication methods, and relevant written documents should be submitted promptly [8][9] Accountability and Compliance - Subsidiaries must strictly adhere to the reporting obligations outlined in the system, with the board holding responsible parties accountable for violations [11][12] - The system will be revised in accordance with national laws and regulations if conflicts arise [5]

General Provisions - The company establishes a Board Strategic Committee to enhance core competitiveness, determine development plans, and improve decision-making processes [1][2] - The Strategic Committee is responsible for researching and proposing suggestions on the company's long-term development strategy and major investment decisions [1][2] Composition and Personnel - The Strategic Committee consists of three directors, with members nominated by the chairman and elected by the board [2][3] - The committee has a chairperson responsible for leading its work, elected by the committee members and approved by the board [2][3] Responsibilities and Authority - The main responsibilities of the Strategic Committee include researching and proposing suggestions on medium to long-term development strategies, operational strategies, major investments, and other significant matters affecting the company [3][4] - The committee is accountable to the board and submits proposals for board review and decision [3][4] Decision-Making Procedures - The Strategic Committee's working group prepares necessary materials for decision-making, including feasibility reports and legal opinions [4][5] - Meetings are convened based on proposals from the working group, and results are submitted to the board [4][5] Meeting Rules - Meetings require at least two-thirds of committee members to be present, and decisions are made by majority vote [5][6] - Members can attend in person or delegate their voting rights to another member, with specific requirements for authorization [5][6] Voting and Record-Keeping - Voting can be conducted by show of hands or written ballot, with results announced immediately or communicated the following day for remote meetings [6][7] - Meeting records must be kept for at least ten years, with confidentiality obligations for all attendees [7][9] Supplementary Provisions - The work rules take effect upon board approval and must comply with relevant laws and the company's articles of association [10][10] - The board holds the authority to interpret these rules [10]

General Principles - The company aims to establish a standardized, effective, and scientific investment decision-making system to reduce investment risks and enhance returns, ensuring the preservation and appreciation of assets while protecting the rights of shareholders and creditors [1] - External investments refer to various forms of investment activities made by the company to obtain future returns using monetary funds, equity, or tangible/intangible assets [1] Organizational Management - The company's shareholders' meeting and board of directors serve as the decision-making bodies for external investments, following the governance structure and relevant regulations [2] - The board of directors is responsible for coordinating and organizing the analysis and research of external investment projects, providing recommendations for decision-making [2] - The chairman of the board is the main responsible person for implementing external investments, overseeing information collection, preliminary evaluations, and reporting progress to the board [2][3] Decision-Making and Procedures - External investments are subject to a professional management and hierarchical approval system, with specific thresholds for board and shareholder meeting approvals based on total assets, revenue, and net profit [4] - Investments exceeding certain thresholds require board approval, while those exceeding larger thresholds necessitate shareholder meeting approval [4] Financial Management and Auditing - The finance department is responsible for comprehensive financial records of external investments, ensuring timely submission of original documents and financial reports [7][8] - Internal audits and financial departments conduct necessary audits of investment activities, with the option to hire external agencies for project audits if deemed necessary [7][8] Subsidiary Information Reporting - The company retains the right to be informed about all subsidiary activities, requiring timely and accurate reporting of significant events such as asset acquisitions, external investments, and major lawsuits [8] - Subsidiary boards must designate personnel to facilitate communication with the company's board secretary regarding information sharing [8] Miscellaneous - The investment management system is effective upon approval by the shareholders' meeting and is subject to amendments as necessary [9]

Core Viewpoint - The company has established a set of regulations to manage the stock trading behavior of its directors and senior management, ensuring compliance with relevant laws and protecting the interests of shareholders [1][2][3]. Group 1: Regulations on Stock Trading - Directors and senior management must adhere to laws and regulations regarding stock trading, including the prohibition of insider trading and market manipulation [2][3]. - The company emphasizes that stock trading by directors and senior management should be orderly and considerate of the interests of the company and minority shareholders [3][4]. - There are specific restrictions on the transfer of shares held by directors and senior management, including a one-year lock-up period post-IPO and a six-month restriction after leaving the company [5][11]. Group 2: Reporting and Disclosure Obligations - Directors and senior management are required to report their stock trading activities within two trading days and ensure the accuracy and completeness of their disclosures [21][22]. - The company’s board secretary is responsible for managing and verifying the stock trading information of directors and senior management [14][15]. - Any changes in shareholding must be reported to the stock exchange, including the number of shares held before and after the transaction [21][22]. Group 3: Penalties and Compliance - Violations of the stock trading regulations may result in disciplinary actions from the company or legal consequences [31][32]. - The company is obligated to recover any profits made from illegal trading activities by directors and senior management [6][31]. - The regulations are subject to updates and must align with national laws and the company's articles of association [15][32].

深圳市迅捷兴科技股份有限公司 对外担保管理制度 第一章 总则 第一条 为规范深圳市迅捷兴科技股份有限公司（以下简称"公司"）的对外担 保行为，有效控制公司对外担保风险，保证公司资产安全，根据《中华人民共和国 公司法》（以下简称"《公司法》"）、《中华人民共和国民法典》（以下简称"《民 法典》"）、《上海证券交易所科创板股票上市规则》（以下简称"《上市规则》"） 等法律、法规、规范性文件以及《深圳市迅捷兴科技股份有限公司章程》（以下简 称"《公司章程》"）的有关规定，制定本制度。 第二条 本制度所称对外担保，是指公司以第三人身份以自有资产或信誉为他 人提供的保证、资产抵押、质押以及其他担保事宜。具体种类包括但不限于借款担 保、银行开立信用证和银行承兑汇票担保、开具保函的担保等。 第三条 公司为自身债务提供担保不适用本制度。 第四条 公司控股子公司的对外担保包括控股子公司之间、控股子公司与其子 公司之间的担保，比照本制度规定执行。公司控股子公司应在董事会或股东会做出 决议前报公司审核批准。 第五条 未经公司董事会或股东会批准，公司不得对外提供担保。 第六条 公司财务部为公司对外担保的审核及日常管理部门，负责受理审 ...

第二章 董事会秘书的地位、主要职责及任职资格 第二条 董事会设董事会秘书一名。董事会秘书为公司的高级管理人员，对 公司和董事会负责，承担法律、法规及《公司章程》所要求的义务，享有相应的 工作职权，并获取相应报酬。 深圳市迅捷兴科技股份有限公司 董事会秘书工作制度 第一章 总则 第一条 为促进深圳市迅捷兴科技股份有限公司（以下简称"公司"）的规 范运作，充分发挥董事会秘书的作用，加强对董事会秘书工作的管理与监督，依 据《中华人民共和国公司法》（以下简称"《公司法》"）等相关法律、法规、 规范性文件和《深圳市迅捷兴科技股份有限公司章程》（以下简称"《公司章程》"） 的规定，特制定本工作制度。 第三条 董事会秘书由董事长提名，经董事会聘任或解聘。 第四条 董事会秘书的主要职责： （一）办理信息披露事务，包括负责公司信息对外发布、未公开重大信息的 保密工作以及内幕信息知情人报送事宜，制定并完善公司信息披露事务管理制度； （二）督促公司相关信息披露义务人遵守信息披露相关规定，协助相关各方 及有关人员履行信息披露义务； （三）关注媒体报道，主动向公司及相关信息披露义务人求证，督促董事会 及时披露或澄清； （四）组织筹备并 ...