Core Viewpoint - The company establishes a set of regulations to enhance communication with media and investors, ensuring transparency and fairness in information disclosure and investor relations management [1][2]. Group 1: Purpose and Principles - The purpose of the regulations is to standardize the company's interactions with investors and media, improving transparency and governance [1]. - The company must adhere to principles of fairness, honesty, confidentiality, compliance, efficiency, and interactive communication during investor relations activities [2][4]. Group 2: Major Information Disclosure - Major information that must be disclosed includes financial performance, stock issuance, mergers and acquisitions, significant contracts, and legal matters [2]. - The company is prohibited from selectively disclosing undisclosed major information to specific parties [2][4]. Group 3: Investor Relations Management - The board secretary is responsible for managing investor relations, with the securities affairs department handling specific reception tasks [3][4]. - Employees, especially senior management, must undergo training on investor relations management to enhance communication skills and understanding of relevant regulations [4][5]. Group 4: Reception Procedures - Media and investor visits require prior appointment and must follow a structured reception process, including signing a commitment to confidentiality [6][8]. - The company will not accept media interviews or investor visits within 30 days prior to regular report disclosures [5]. Group 5: Communication and Reporting - After investor relations activities, the company must promptly disclose key content on its website or through announcements [5][6]. - Any reports or documents generated from investor interactions must be communicated to the company before public release for verification [8][9]. Group 6: Compliance and Accountability - The company must report any breaches of confidentiality or improper disclosures to the stock exchange and take necessary corrective actions [11][12]. - Individuals involved in investor relations activities are accountable for any violations of the established regulations [12][13].

Core Points - The document outlines the internal reporting system for significant information at Shenzhen Kesi Technology Co., Ltd, ensuring timely, accurate, and complete disclosure to protect investors' rights [1][10] - The system applies to the company and its subsidiaries, detailing the responsibilities of various stakeholders in reporting significant events that could impact stock trading [1][5] Group 1: Definition of Significant Information - Significant information includes major transactions, litigation, changes, accidents, risks, and other critical matters that could affect stock prices or investor decisions [2][4] - Specific thresholds for what constitutes a "major transaction" are defined, including transactions exceeding 10% of total audited assets or annual revenue [2][3] Group 2: Reporting Obligations - Shareholders holding more than 5% of shares must promptly inform the board of any significant changes in their shareholding status or related business activities [5][6] - Information reporting obligations extend to various company personnel, including directors, senior management, and department heads, who must report significant events as they arise [1][7] Group 3: Reporting Procedures - The document specifies the procedures for reporting significant information, including the requirement to notify the board secretary on the same day a significant event is identified [7][8] - Reports must include detailed information about the event, its implications for the company, and any relevant agreements or legal documents [8][9] Group 4: Confidentiality and Responsibility - All personnel involved in the reporting process are required to maintain confidentiality regarding undisclosed information and must not engage in insider trading [9][10] - The board secretary is responsible for coordinating the internal reporting process and ensuring compliance with disclosure regulations [10][12] Group 5: Accountability and Consequences - Failure to comply with reporting obligations can result in disciplinary actions, including warnings, bonus deductions, or termination of employment [13][14] - The document emphasizes the importance of accurate and timely reporting to prevent misinformation and protect the company's integrity [13][14]

General Principles - The company establishes a management system to regulate external guarantee behavior, control risks, and protect investor rights and financial security [1] - All directors and senior management must prudently manage and strictly control the debt risks arising from external guarantees [1] Definition and Scope - "External guarantee" refers to the company providing guarantees, mortgages, or pledges for others, including guarantees for controlling subsidiaries [1] - The total amount of external guarantees includes those provided by the company and its controlling subsidiaries [1] Prohibition and Principles - The company cannot use its assets to guarantee the debts of shareholders, their controlling subsidiaries, or affiliated enterprises [1] - External guarantees must adhere to principles of legality, equality, voluntariness, fairness, integrity, mutual benefit, safety, and prudence [1] Management and Approval Process - External guarantees are managed uniformly by the company, and no one can sign guarantee contracts without following the prescribed procedures [2] - Guarantees must require the guarantee party to provide counter-guarantees with actual capacity to bear [2] Examination of Guarantee Objects - The company can provide guarantees to entities with independent legal status and strong debt repayment ability under certain conditions [11] - The board must analyze the credit status and risks of the debtor before deciding on guarantees [12] Documentation and Investigation - The company must investigate the credit status of the guarantee objects and require them to provide necessary documentation [3][4] - The responsible department must ensure the authenticity of the main contract and prevent fraudulent activities [5] Risk Assessment and Monitoring - The board must thoroughly review the financial status, operational conditions, and credit situation of the guarantee objects [6] - The financial department is responsible for monitoring the guarantee process and ensuring compliance with internal regulations [9][10] Responsibilities and Liabilities - The company must take necessary measures to recover debts if the guaranteed party fails to fulfill obligations [11][12] - Directors and relevant personnel must bear joint liability for losses caused by improper guarantees [12][13]

Core Viewpoint - The document outlines the procedures and requirements for Shenzhen Kesi Technology Co., Ltd. to select and appoint accounting firms, ensuring compliance with relevant laws and regulations while maintaining the quality of financial information and protecting shareholder interests [1][2][4]. Group 1: Selection Process - The audit committee is responsible for the selection of accounting firms and must supervise the audit work [2]. - The selection process can include competitive negotiations, public bidding, and other methods to ensure fairness and transparency [2][4]. - The company must publish the selection results, including the proposed accounting firm and audit fees [4][5]. Group 2: Quality Requirements - Selected accounting firms must possess independent legal status and relevant qualifications as per national regulations [1][2]. - Firms must have a solid organizational structure, internal management systems, and a good record of compliance with auditing standards [1][2]. - The evaluation of accounting firms should focus on their quality management level, with a minimum weight of 40% in the scoring system [5]. Group 3: Audit Fees and Adjustments - The company should not set a maximum price for audit fees unless justified in the selection documents [5][6]. - Audit fees can be adjusted based on factors like consumer price index changes and business complexity, with a requirement to disclose significant decreases [6][7]. Group 4: Supervision and Accountability - The audit committee must remain vigilant regarding changes in accounting firms, especially if they occur close to the reporting period or if there are multiple changes within a year [8][9]. - Serious violations by accounting firms can lead to their disqualification from future audits [9]. Group 5: Documentation and Reporting - The company must maintain proper documentation of the selection and evaluation process for at least 10 years [8][9]. - Annual reports must disclose information about the accounting firm, including service duration and audit fees [7][8].

General Principles - The company establishes an insider information management system to regulate insider information handling, enhance confidentiality, and protect investors' rights [1][2] - The system is based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] Insider Information Management - The Board of Directors is responsible for managing insider information and must maintain accurate and complete records of insider information personnel [2][3] - The Securities Affairs Department oversees the daily management of insider information, including supervision, registration, disclosure, and filing [2] Definition of Insider Information - Insider information refers to non-public information that significantly impacts the company's operations, finances, or market trading prices of its securities [3][4] - Insider information personnel include company directors, senior management, major shareholders, and other individuals who can access insider information due to their roles or relationships with the company [4][5] Registration and Filing of Insider Information Personnel - The company must accurately fill out and timely submit insider information personnel records before public disclosure [7][8] - The registration process involves notifying the Securities Affairs Department immediately when insider information arises and ensuring confidentiality [8][9] Confidentiality Management - All directors and insider personnel must sign confidentiality agreements to limit the dissemination of insider information [21][22] - Insider personnel are prohibited from trading the company's stock or disclosing insider information before it is publicly released [22][23] Responsibilities and Penalties - The company must conduct self-checks on insider trading activities and report any violations to regulatory authorities [13][14] - Violations of the insider information management system may result in penalties ranging from warnings to termination of employment, depending on the severity of the breach [29][30]

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 ...