Core Points - The document outlines the information disclosure obligations of Suning Universal Co., Ltd, emphasizing the need for compliance with relevant laws and regulations [1][2][3] - It establishes the responsibilities of the company's board of directors and senior management in ensuring the accuracy and completeness of disclosed information [5][12] - The document details the procedures for preparing, reviewing, and disclosing periodic and temporary reports, ensuring transparency and accountability [14][15] Group 1: Information Disclosure Obligations - Information disclosure obligations must be fulfilled in a timely, truthful, accurate, and complete manner [2][3] - All disclosed information should be made available to all investors simultaneously, without any selective disclosure [2][3] - The company must disclose significant events that could impact the trading price of its securities promptly [6][7] Group 2: Reporting Standards and Procedures - The company is required to prepare annual and interim reports, which must be audited by a qualified accounting firm [10][11] - The annual report must be disclosed within four months after the end of the fiscal year, while the interim report must be disclosed within two months after the end of the first half of the fiscal year [11] - The document specifies the process for preparing and approving reports, including the roles of the board of directors and the audit committee [14][15] Group 3: Management and Responsibilities - The board of directors is responsible for overseeing the company's information disclosure activities [24][25] - The board secretary plays a crucial role in coordinating disclosure efforts and ensuring compliance with regulations [25][26] - Senior management must report any significant events or changes in the company's operations or financial status to the board [12][31]

Core Points - The document outlines the internal reporting system for significant information at Suning Universal Co., Ltd, ensuring timely and accurate disclosure to protect investors' rights [2][3] - The system mandates that any major events affecting stock prices must be reported to the chairman and board secretary on the same day [2][3] - The document specifies the responsibilities of various stakeholders, including board members, senior management, and major shareholders, in reporting significant information [3][4] Group 1: Reporting Obligations - Significant information includes major meetings, transactions, and events that could impact the company's stock price [8][9] - Shareholders holding more than 5% of shares must also report any significant changes related to the company [3][10] - The reporting obligations extend to all departments, subsidiaries, and major stakeholders within the company [2][3] Group 2: Types of Major Information - Major transactions must be reported if they exceed 10% of the company's total assets or involve significant amounts [10][11] - Related party transactions must be reported prior to occurrence if they meet certain thresholds [11][12] - The document outlines specific scenarios that require immediate reporting, such as financial losses, legal issues, or significant operational changes [12][13] Group 3: Confidentiality and Compliance - All individuals with access to undisclosed information must maintain confidentiality until the information is publicly disclosed [17][18] - The document emphasizes the importance of compliance with reporting obligations to avoid penalties and ensure accurate information dissemination [18][19] - The board secretary is responsible for overseeing the internal reporting process and ensuring compliance with regulations [14][15]

Core Points - The company has established a responsibility accountability system to enhance the quality and transparency of annual report information disclosure [1][2] - The system applies to various personnel including directors, senior management, and other relevant individuals involved in the annual report disclosure process [1][2] - The principles of the accountability system include objectivity, proportionality of fault and responsibility, and the combination of accountability and work improvement [1][2] Chapter Summaries Chapter 1: General Provisions - The purpose of the system is to improve the company's operational standards and ensure the authenticity and completeness of information disclosure [1] - The system outlines the conditions under which responsibility will be pursued for significant errors in annual report disclosures [1][2] Chapter 2: Accountability for Major Errors in Annual Report Disclosure - Specific circumstances that warrant accountability include violations of national laws and regulations leading to significant errors or adverse effects [2] - The system specifies conditions for heavier penalties, such as severe consequences due to subjective factors [2][4] - It also outlines conditions for lighter penalties, including proactive measures taken to mitigate losses [4][5] Chapter 3: Forms and Types of Accountability - The company will pursue accountability through various forms, including corrective orders, public criticism, and potential termination of employment [5] - Economic penalties may accompany disciplinary actions depending on the severity of the incident [5] Chapter 4: Supplementary Provisions - The accountability system will also apply to semi-annual and quarterly report disclosures [6] - The board of directors is responsible for interpreting and amending the system [6]

Core Points - The company establishes internal audit regulations to enhance management, control risks, and improve operational efficiency [1] - Internal audit is defined as an independent and objective activity aimed at evaluating business activities, risk management, and internal controls [1][2] - The internal audit department operates independently and reports directly to the board of directors [2][3] Internal Audit Management Requirements - The internal audit center is responsible for maintaining independence and should not be under the financial department [2][3] - Internal auditors must possess relevant professional knowledge and continuously improve their skills through training [2][3] - The internal audit department has the authority to determine audit projects and request necessary documents from audited units [4][5] Audit Procedures - The internal audit process includes preparation, implementation, reporting, and follow-up checks [6][7] - Auditors must provide a notice to the audited unit and ensure cooperation during the audit [6][7] - Audit reports must be discussed with the audited unit, and any disagreements should be verified through additional procedures [7] Internal Audit Results and Confidentiality - Audit results and documentation cannot be disclosed without approval from the chairman or audit committee [8] Rewards and Penalties - Internal auditors who perform their duties diligently may receive rewards, while those who abuse their power or leak confidential information may face penalties [8][9] - The company must protect internal auditors from retaliation and allow them to report any issues directly to the board [9]

Core Points - The article outlines the investor relations management system of Suning Universal Co., Ltd, aiming to enhance communication with investors and maximize company value and shareholder interests [2][3]. Group 1: Principles and Objectives of Investor Relations Management - Investor relations management is defined as activities that facilitate communication between the company and its investors, enhancing understanding and recognition of the company [2]. - The basic principles include compliance, equality, proactivity, and honesty [2][3]. - The objectives emphasize promoting shareholder awareness, encouraging rational investment, and ensuring fair and transparent communication [3]. Group 2: Responsibilities and Organization - Key responsibilities of investor relations management include drafting management systems, organizing communication activities, and handling investor inquiries [5]. - The board secretary is responsible for coordinating investor relations management [4]. Group 3: Communication Content and Methods - Communication with investors should cover the company's development strategy, legal disclosures, and operational information [14][22]. - The company utilizes multiple channels for investor relations, including official websites, new media platforms, and various meetings [8][10]. Group 4: Training and Documentation - Employees involved in investor relations must possess good character, professional knowledge, and communication skills [11]. - A comprehensive documentation system for investor relations activities is required, including participant details and communication content [7].

General Provisions - The company establishes an insider information management system to regulate insider information and enhance confidentiality, ensuring fair information disclosure in accordance with relevant laws and regulations [2][3]. - The board of directors is responsible for managing insider information, ensuring accurate and complete records of insider information personnel, with the chairman being the primary responsible person [2][3]. Scope and Responsibilities of Insider Information - Insider information refers to non-public information that significantly impacts the company's operations, finances, or market price of its securities [3][4]. - Major events classified as insider information include significant changes in business policies, major asset transactions exceeding 30% of total assets, important contracts, major losses, and changes in control [3][4]. Internal Management of Insider Information - The company must follow its information disclosure management system before publicly releasing insider information, requiring board approval for any external disclosures [5][6]. - Insider information personnel must be documented, including their names, positions, and the details of the insider information they are aware of, ensuring confidentiality [5][6]. Confidentiality and Accountability - Insider information personnel are obligated to maintain confidentiality and are prohibited from trading the company's securities based on insider information [9][10]. - Violations of the insider information management system can lead to disciplinary actions, including warnings, demotions, or termination, depending on the severity of the breach [10][11]. Additional Provisions - The company must comply with relevant laws and regulations, and any conflicts with the insider information management system will be resolved according to applicable laws [12][13]. - The board of directors is responsible for interpreting and revising the insider information management system, which takes effect upon board approval [12][13].

Core Points - The article outlines the related party transaction decision-making system of Suning Universal Co., Ltd, aimed at protecting the legal rights of the company and its shareholders while ensuring the legality, necessity, and fairness of related party transactions [2][3][21]. Chapter Summaries Chapter 1: General Principles - The system is established to ensure compliance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2]. Chapter 2: Related Transactions and Related Parties - Related transactions refer to resource or obligation transfers between the company or its subsidiaries and related parties, including asset purchases or sales [2][4]. - Related parties include both legal entities and natural persons that meet specific criteria, such as holding more than 5% of the company's shares or being a director or senior management [4][5]. Chapter 3: Decision-Making Procedures and Disclosure of Related Transactions - The basic principle for pricing related transactions is to follow national pricing if available; otherwise, industry pricing or local market prices should be used [7]. - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed, with specific monetary thresholds set for different types of transactions [7][8]. - The company must disclose related transactions in its annual and semi-annual reports, categorizing and summarizing the actual performance of these transactions [16]. Chapter 4: Supplementary Provisions - The system will be interpreted and revised by the board of directors and will take effect upon approval by the shareholders' meeting [28][30].

Core Viewpoint - The document outlines the rules and procedures for the independent directors of Suning Universal Co., Ltd., emphasizing their role in protecting the rights of all shareholders, particularly minority shareholders, and ensuring independent decision-making [1][2]. Group 1: Independent Directors' Responsibilities - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [1]. - They are obligated to act in good faith and diligence towards the company and all shareholders, adhering to relevant laws and regulations [1][2]. - Independent directors play a crucial role in decision-making, supervision, and providing professional advice to safeguard the overall interests of the company [1][2]. Group 2: Independent Directors' Meetings - The company is required to hold meetings exclusively attended by independent directors, known as independent directors' special meetings, which must be notified to all independent directors one day in advance [2][3]. - A majority of independent directors must be present for the meeting to be valid, and meetings can be conducted in person or through other communication methods [2][3]. - Independent directors are expected to attend meetings personally or review materials in advance if unable to attend, and they can delegate another independent director to represent them [2][3]. Group 3: Decision-Making and Voting - Certain matters require approval from a majority of independent directors during special meetings, including hiring external consultants, proposing shareholder meetings, and disclosing related party transactions [2][3][4]. - Voting is conducted on a one-vote-per-person basis, and the results must be documented, including any dissenting opinions and their justifications [3][4]. - Meeting records must be maintained for at least ten years, including all relevant documentation and decisions made during the meetings [4][5]. Group 4: Support and Resources for Independent Directors - The company is responsible for providing necessary support and resources for independent directors to fulfill their duties, including operational information and logistical assistance for meetings [4][5]. - The company must cover expenses incurred by independent directors when hiring professional institutions or exercising their rights [4][5]. - Any inconsistencies between this system and relevant laws or the company's articles of association will be governed by national laws and regulations [4].

苏宁环球股份有限公司 防止控股股东及其他关联方 占用上市公司资金管理制度 （2025 年 8 月） 第一章 总则 第一条 为了进一步加强和规范苏宁环球股份有限公司（以下简称 "公司"） 与控股股东、实际控制人及其他关联方的资金往来，保护投资者合法权益，根据 《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人民共和国证券法》 《上市公司监管指引第 8 号——上市公司资金往来、对外担保的监管要求》《深 圳证券交易所股票上市规则》及《苏宁环球股份有限公司章程》 （以下简称"《公 司章程》"）的有关规定，特制定本制度。 第二条 本制度适用于公司及纳入公司合并会计报表范围的子公司与公司控 股股东、实际控制人及其关联方之间的资金管理。 第三条 公司控股股东应当严格依法行使出资人权利，对公司和公司其他股 东负有诚信义务，不得通过资金占用方式损害公司或者其他股东的合法权益。 第二章 防范资金占用的原则 第四条 控股股东、实际控制人及其他关联方与公司发生的经营性资金往来 中，不得占用公司资金。 第五条 公司不得以下列方式将资金直接或者间接地提供给控股股东、实际 控制人及其他关联方使用： （一）为控股股东、实际控制人及 ...

General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws [2][3] - The company is established as a joint-stock company in accordance with the "Regulations on Joint Stock Companies" and has completed the necessary registration procedures [2][3] - The company was approved for its initial public offering of 60 million shares in 1997, all of which were issued to domestic investors [3] Company Structure - The registered capital of the company is RMB 30.346 billion [3] - The company is a permanent joint-stock company, with the chairman serving as the legal representative [3] - 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 [3] Business Objectives and Scope - The company's business objectives include lawful operation, scientific management, and providing quality products and services to maximize economic benefits for shareholders [5] - The business scope includes real estate development, urban infrastructure investment, education-related industries, high-tech project development, and various other investments [5] Share Issuance and Management - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice [6] - The company has issued a total of 3,034.636384 million shares, all of which are ordinary shares [6] - The company may increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and supervision of company operations, as well as the right to request the convening of shareholder meetings [10][11] - Shareholders must comply with laws and the company's articles of association, and they are liable for losses caused by the abuse of their rights [17] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for convening and voting [21][22] - Shareholder meetings require a quorum and decisions are made based on the majority of voting rights present [79][80] - The company must provide legal opinions on the validity of the meeting procedures and the qualifications of attendees [50] Board of Directors and Management - The board of directors is responsible for the company's operations and must report to the shareholders [73] - Directors and senior management are required to attend shareholder meetings and respond to inquiries from shareholders [70] Legal Compliance and Dispute Resolution - The company must comply with legal obligations and disclose information as required by law [13] - Shareholders have the right to initiate legal proceedings if the board fails to act on their requests [15]