Core Points - The article outlines the governance structure and decision-making processes of Shenzhen Kesi Technology Co., Ltd.'s board of directors, emphasizing the need for compliance with relevant laws and regulations [1][2][3] Group 1: Board Composition and Responsibilities - The board consists of 7 directors, including a chairman elected by a majority of the board members, with independent directors making up at least one-third of the board [1][2] - The board has the authority to convene shareholder meetings, execute shareholder resolutions, and determine the company's operational plans and investment strategies [2][3] - The board is responsible for formulating annual financial budgets, profit distribution plans, and significant corporate actions such as mergers and acquisitions [2][3][4] Group 2: Decision-Making Authority - The board has specific investment and decision-making powers, including transactions involving assets that exceed 10% of the company's total audited assets or market value [3][4] - Transactions that generate profits or involve net profits exceeding 10% of the company's audited net profit must be approved by the board [4][5] - The board must establish review and decision-making procedures for significant external investments and related transactions [5] Group 3: Meeting Procedures - The board must hold at least two regular meetings annually, with the chairman responsible for convening these meetings [6][7] - Special meetings can be called under specific circumstances, such as requests from shareholders or directors [7][8] - Meeting notifications must include essential details such as the agenda, date, and location, and must be communicated in advance to all board members [9][10] Group 4: Voting and Resolutions - A quorum of more than half of the directors is required for meetings to proceed, and resolutions must be passed by a majority of the directors present [13][14] - Directors must personally attend meetings or provide written authorization for another director to represent them [14][15] - The board's decisions must adhere to the company's articles of association and relevant laws, ensuring that no decisions exceed the board's authority [32][33]

General Principles - The company establishes a system to enhance management of subsidiaries, ensuring effective control and operation mechanisms to promote standardized operations and healthy development of subsidiaries, thereby improving overall operational efficiency and risk resistance [1] - A subsidiary is defined as a company where the parent company holds more than 50% of the equity or can control the board of directors through agreements or other arrangements [1] Management of Major Matters - The company exercises management rights over major matters of subsidiaries, including capital changes, external investments, asset disposals, mergers, and amendments to the subsidiary's articles of association [2] Standardized Operations - Subsidiaries must operate according to the standards of listed companies and comply with relevant laws and regulations, establishing internal control systems based on their operational characteristics [5][6] Governance Structure - Subsidiaries are required to establish a sound governance structure, including shareholder meetings, boards of directors, and supervisory boards, in accordance with legal requirements [6] Investment and Decision-Making Management - Subsidiaries must align their operational and development plans with the overall strategy of the parent company, ensuring that investment decisions are systematic and risk-controlled [10][11] - Specific thresholds for reporting significant transactions to the board are established, including asset transactions exceeding 10% of total assets or market value [13][14] Financial Management - The company's finance department oversees the accounting and financial management of subsidiaries, ensuring compliance with accounting standards and timely reporting of financial information [12][13] Internal Audit and Supervision - The company conducts regular audits of subsidiaries to ensure compliance with laws and internal regulations, with a focus on financial performance and management practices [37][38]

深圳市科思科技股份有限公司 第一条 为防止主要股东及其关联方占用深圳市科思科技股份有限公司（以 下简称"公司"）资金行为的发生，进一步维护公司全体股东和债权人的合法权 益，建立起公司防范主要股东及其关联方占用公司资金的长效机制，根据《中华 人民共和国公司法》、《中华人民共和国证券法》等有关法律、行政法规、规章 及规范性文件的要求以及《深圳市科思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。 本制度所称主要股东，指持有公司5%以上股份的股东。 第二条 本制度所称资金占用包括但不限于经营性资金占用和非经营性资 金占用。 经营性资金占用是指主要股东及其关联方通过采购、销售等生产经营环节的 关联交易产生的资金占用。 非经营性资金占用是指代主要股东及其关联方垫付工资、福利、保险、广告 等费用和其他支出，代主要股东及其关联方偿还债务而支付资金，有偿或无偿、 直接或间接拆借给主要股东及其关联方资金，为主要股东及其关联方承担担保责 任而形成的债权，其他在没有商品和劳务提供情况下给主要股东及其关联方使用 的资金。 第三条 公司与主要股东及其关联方发生的经营性资金往来中，应当严格限 制占用公司资金。公 ...

深圳市科思科技股份有限公司 第一章 总 则 第一条 为规范深圳市科思科技股份有限公司（以下简称"公司"）的信息 披露工作，确保公司信息披露的合法、真实、准确、完整、及时，切实保障公司、 股东及其他利益相关者的合法权益，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》等相关法律、行政法规、部门规章及规范性文件的要求，以及《深 圳市科思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 公司信息披露工作的实际情况，制定本制度。 第二条 本制度所指"信息"是指将公司已发生的或将要发生的、可能对公 司股票及其他证券品种转让价格或者对投资者决策产生较大影响的信息以及根 据法律、行政法规、部门规章以及规范性文件应予披露的其他信息（以下简称"重 大信息"）。 第三条 公司应按公开、公平、公正的原则对待所有股东，严格按相关规定 及时披露，保证披露内容的真实、准确、完整，没有虚假记载、误导性陈述或者 重大遗漏。 司应在每个会计年度的上半年结束之日起两个月内编制并披露半年度报告。披露 季度报告的，公司应当在每个会计年度前三个月、九个月结束后 ...

深圳市科思科技股份有限公司 累积投票制实施细则 第一章 总 则 第一条 为进一步完善公司法人治理结构，规范公司董事的选举，保证股东 充分行使权利，维护中小股东利益，根据《中华人民共和国公司法》（以下简称 "《公司法》"）、 《上市公司治理准则》等有关法律、法规、其他规范性文件和《深 圳市科思科技股份有限公司章程》（以下简称"《公司章程》"）的规定，结合本 公司的实际情况，特制订本实施细则。 第二条 本细则所指累积投票制，是指公司股东会选举两名以上董事时，出 席股东会的股东所拥有的选票数等于其所持有的有表决权股份总数乘以应选董 事人数之乘积，出席会议股东可以将其拥有的选票集中投给一位董事候选人，也 可以将其拥有的选票分散投给多位董事候选人，按得票多少依次决定董事人选。 第三条 本细则所称的"董事"，包括独立董事和非独立董事。本细则中所称 "董事"特指由股东会选举产生的董事，由职工选举的董事由公司职工代表大会 民主选举产生或更换，不适用于本细则的相关规定。 第四条 股东会选举产生的董事人数及结构应符合《公司章程》的规定。 第二章 董事候选人的提名 第五条 董事候选人提名的方式和程序为： （一）董事会提名委员会有权 ...

深圳市科思科技股份有限公司 第一章 总 则 第一条 为了加强深圳市科思科技股份有限公司（以下简称"公司"）与投 资者和潜在投资者（以下统称"投资者"）之间的信息沟通，完善公司治理结构， 促进公司诚信自律规范运作，提升公司投资价值，切实保护投资者特别是社会公 众投资者的合法权益，根据《中华人民共和国公司法》 《中华人民共和国证券法》 《上市公司投资者关系管理工作指引》《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》 《上海证券交易所股票科创板上市规则》 （以下简称 "《上市规则》"）以及《深圳市科思科技股份有限公司章程》 （以下简称"《公 司章程》"）及其他有关法律、法规、规范性文件的规定，结合本公司实际情况， 制定本制度。 第二章 投资者关系管理的目的和基本原则 第二条 投资者关系管理是公司治理的重要内容之一，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，增进投资者对上市公司的了解和认同，以提升上市公司治理水平 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。 第三条 投资者关系管理的目的是： （一）促进公司 ...

Core Viewpoint - The company has established a set of regulations to enhance its corporate governance structure, strengthen fund management, and prevent the misuse of company funds by controlling shareholders, actual controllers, and related parties, thereby protecting the rights and interests of the company, shareholders, and other stakeholders [1][2]. Group 1: Definitions and Scope - The regulations apply to fund management between the company and its controlling shareholders, actual controllers, and related parties, including transactions with subsidiaries included in the company's consolidated financial statements [1]. - "Related parties" are defined according to relevant laws and regulations, including both legal entities and natural persons [1]. - "Fund occupation" includes both operational and non-operational fund occupation [2]. Group 2: Types of Fund Occupation - Operational fund occupation refers to funds occupied through related transactions in procurement and sales [2]. - Non-operational fund occupation includes various forms of financial support provided to controlling shareholders and related parties without genuine transactions, such as paying salaries, benefits, and debts on their behalf [2]. Group 3: Responsibilities and Obligations - The controlling shareholders must exercise their rights in accordance with the law and have a duty of good faith towards the company and public shareholders, avoiding actions that harm the company's interests [2][3]. - The company's board of directors is responsible for preventing fund occupation and must regularly check the company's financial status and transactions with related parties [4][5]. Group 4: Preventive Measures - The company must not provide funds or resources to controlling shareholders and related parties through various means, including prepayments or covering expenses [3][4]. - The board of directors and senior management have a legal obligation to maintain the safety of company funds and must refuse any instructions that could lead to fund occupation [6][7]. Group 5: Accountability and Penalties - If controlling shareholders or actual controllers violate these regulations, they must cease the infringement and bear compensation responsibilities [8][9]. - The board of directors has the obligation to protect company funds from being occupied and may impose penalties on responsible individuals, including potential criminal liability [8][9]. Group 6: Implementation and Effectiveness - The regulations will take effect upon approval by the company's shareholders' meeting and will be interpreted by the board of directors [10].

General Overview - The document outlines the governance structure and operational guidelines for Shenzhen Kesi Technology Co., Ltd, emphasizing the roles and responsibilities of the general manager and senior management [1][2]. Management Structure - The company has a defined hierarchy of senior management, including a general manager, vice general managers, a financial director, and a board secretary, all appointed by the board [4][5]. - Senior management positions have a term of three years, with the possibility of reappointment [5]. Responsibilities of the General Manager - The general manager is responsible for the daily operations and management of the company, implementing board resolutions, and reporting to the board [13][15]. - The general manager has the authority to approve matters within the scope of the company's operational needs, with any actions exceeding this scope requiring board approval [14][15]. Decision-Making Process - The general manager's office meetings serve as a platform for discussing operational matters and making decisions, with the general manager presiding over these meetings [20][29]. - Decisions made in these meetings must adhere to the company's governance structure and be documented appropriately [29][30]. Reporting Obligations - The general manager is required to report regularly to the board on the company's operational status, including significant contracts and financial performance [31][32]. - Reports can be delivered verbally or in writing, depending on the board's requirements [33]. Compliance and Accountability - Senior management must comply with legal and regulatory requirements, and any violations resulting in company losses may lead to liability for damages [11][12]. - The company has established a strict work system to support the board secretary in fulfilling their duties related to information disclosure and investor relations [12][5].

Core Points - The company is Shenzhen Consys Science & Technology Co., Ltd., established as a joint-stock company in accordance with the Company Law of the People's Republic of China [2][3] - The company was registered on September 15, 2020, and publicly issued 18,883,558 shares of ordinary stock, listing on the Shanghai Stock Exchange's Sci-Tech Innovation Board on October 22, 2020 [3][4] - The registered capital of the company is RMB 105,747,925 [5] - The company aims to promote the development of electronic information and artificial intelligence industries, adhering to a culture of "scientific spirit and creative thinking" [4][5] Company Structure - The company is governed by its articles of association, which serve as a legally binding document for the organization and behavior of the company, shareholders, directors, and senior management [4][5] - The company has a permanent existence as a joint-stock company, with the chairman serving as the legal representative [4][5] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [4][5] Share Issuance and Management - The company issues shares in the form of stocks, with each share having a par value of RMB 1 [6][7] - The total number of shares issued by the company is 157,074,408, all of which are ordinary shares [6][7] - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [7][8] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company meetings, as well as obligations to comply with laws and the company's articles of association [11][12] - The company must maintain a shareholder register based on records from the securities registration and settlement institution [11][12] - Shareholders holding more than 5% of the company's shares must declare their holdings and any changes [10][11] Governance and Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [21][22] - The board of directors is responsible for convening shareholder meetings and must ensure compliance with legal and regulatory requirements [21][22] - Shareholder proposals must be submitted in writing and can be made by shareholders holding at least 1% of the company's shares [25][26] Financial Management - The company is required to disclose financial information and ensure transparency in its operations [15][16] - The board of directors must report on its activities at the annual shareholder meeting, and independent directors must also provide performance reports [74][75] - The company must adhere to regulations regarding external guarantees and financial assistance related to share acquisition [46][47]

Core Points - The company aims to enhance the quality and transparency of annual report disclosures and improve internal control systems in accordance with relevant laws and regulations [1][2] - The responsibility accountability system is established to address significant economic losses or negative social impacts caused by personnel failing to fulfill their duties in annual report disclosures [1][2] Group 1: Disclosure Standards - Company personnel must strictly adhere to the "Enterprise Accounting Standards" and related regulations to ensure that financial reports accurately reflect the company's financial status, operating results, and cash flows [2] - Major errors in annual report disclosures include significant accounting errors in annual financial reports, major errors or omissions in other disclosures, and significant discrepancies in performance forecasts [2][4] Group 2: Error Recognition Standards - Specific standards for recognizing major accounting errors include errors affecting assets, liabilities, net assets, revenue, and profit, with thresholds set at 5% or absolute amounts exceeding 5 million [4][5] - Major discrepancies in performance forecasts are recognized when the forecasted performance direction differs from the actual results or when the variance exceeds 20% without reasonable explanation [5][6] Group 3: Accountability Procedures - The company will pursue accountability for significant errors in annual report disclosures, which includes both direct and leadership responsibilities [6][7] - Various forms of accountability may be applied, including termination of employment, depending on the severity of the error [6][7] Group 4: Review and Correction Process - The internal audit department is responsible for collecting materials related to accountability and proposing corrective actions, which must be approved by the board of directors [8][9] - Any corrections to previously published financial reports must be audited by a qualified accounting firm in accordance with the Securities Law [8][9]