悍高集团股份有限公司信息披露管理制度 悍高集团股份有限公司 第一章 总则 第一条 为加强悍高集团股份有限公司（以下简称"公司"）信息披露工作的 管理，规范公司的信息披露行为，提高信息披露质量，维护公司、投资者及其他利 益相关者的合法权益，根据《中华人民共和国公司法》（以下称"《公司法》"）、 《中华人民共和国证券法》（以下称"《证券法》"）、《上市公司信息披露管理 办法》（以下简称"《信披管理办法》"）、《深圳证券交易所股票上市规则》（以 下简称"《股票上市规则》"）等有关法律、法规以及《悍高集团股份有限公司章 程》（以下简称"《公司章程》"）的相关规定。 第二条 本制度的适用范围：公司、公司直接或间接控股 50%以上的公司及纳 入公司合并会计报表的公司，部分条款适用于控股或参股本公司的股东。 第三条 本制度所称"信息披露"是指法律、法规、证券监管部门要求披露的 已经或可能对公司股票及其衍生品种交易价格产生重大影响的信息，在规定的时间 内、在规定的媒体上、按规定的程序及规定的方式向社会公众公布，并按规定程序 送达交易所和证券监管部门。 第四条 本制度所称"信息披露义务人"是指公司及其董事、高级管理人员、 股东 ...

Core Points - The document outlines the management system for subsidiaries of Hanhigh Group Co., Ltd, aiming to enhance control mechanisms and improve operational efficiency [2][3][4] Group 1: General Provisions - The management system is established to strengthen the company's control over its subsidiaries and protect investor interests [2] - Subsidiaries are defined as independent legal entities established by the company, including wholly-owned and controlled subsidiaries [2] - The system aims to improve risk control and enhance the company's overall operational efficiency and risk resistance [2][3] Group 2: Operational Norms - Subsidiaries must establish a sound corporate governance structure and internal management system in accordance with laws and regulations [4][6] - Major decisions such as asset restructuring, mergers, and financing must be approved by the company's board of directors [4][8] - Subsidiaries are required to provide timely and accurate information regarding their operational performance and financial status to the company's board [4][9] Group 3: Personnel Management - The company appoints directors, supervisors, and senior management for subsidiaries, ensuring compliance with legal and regulatory obligations [6][12] - Appointed personnel must adhere to the company's operational strategies and risk management policies [7][12] - Subsidiaries must implement the human resources management policies set by the group's HR department [13] Group 4: Financial Management - The company exercises vertical management over the financial accounting of subsidiaries, appointing financial management personnel as needed [9][14] - Subsidiaries must regularly report their financial status and are subject to internal audits [10][22] - Financial policies and estimates must comply with national accounting standards and the company's unified accounting policies [10][20] Group 5: Audit Supervision - An internal audit department is established to oversee the subsidiaries, with the authority to engage external auditors if necessary [12][27] - Subsidiaries are required to cooperate with internal audits and provide necessary documentation [12][29] - Any refusal to comply with audit requests is prohibited, ensuring accountability within the subsidiaries [12][30] Group 6: Supplementary Provisions - Any matters not covered by the system will be governed by relevant laws and the company's articles of association [15][31] - The board of directors is responsible for the formulation, modification, and interpretation of this management system [15][32]

Core Viewpoint - The internal reporting system for significant information at Hanhigh Group Co., Ltd. aims to ensure the timely, accurate, and complete disclosure of information that may significantly impact the company's stock and investor decisions, in compliance with relevant laws and regulations [2][3]. Group 1: General Provisions - The internal reporting system is established to facilitate the rapid transmission and effective management of significant information within the company [2]. - The system applies to directors, senior management, and all departments, as well as wholly-owned, controlled, and affiliated subsidiaries [2][3]. Group 2: Scope of Significant Information - Significant information includes matters that may affect the company's stock price, such as board resolutions, major operational changes, significant transactions, and risk matters [3][6]. - Specific reporting thresholds are set, including transactions exceeding 10% of audited annual revenue or net profit, and absolute amounts over 1 million [3][6]. Group 3: Reporting Procedures and Management - Obligated reporters must notify the board secretary upon awareness of significant events, including during negotiations or when submitting matters for board review [6][8]. - Reports must be made in various forms, including written, phone, or electronic communication, and must be submitted within 24 hours of knowledge of significant information [8][9]. Group 4: Responsibilities and Confidentiality - The company emphasizes the responsibility of all departments and subsidiaries to report significant information accurately and timely, with a focus on maintaining confidentiality before public disclosure [10][13]. - The board secretary is responsible for analyzing reports and ensuring compliance with disclosure obligations [9][10].

General Principles - The purpose of the insider information management system is to regulate the management of insider information, enhance confidentiality, and maintain the principles of public, fair, and just information disclosure [2][3] - The Board of Directors is designated as the management body for insider information, and no department or individual may disclose insider information without Board approval [2][3] Definition and Scope of Insider Information - Insider information refers to undisclosed information that significantly impacts the company's operations, finances, or securities market prices [4][5] - Categories of insider information include major changes in business policies, significant investments, important contracts, major debts, and significant losses [4][5][6] Insider Information Recipients - Insider information recipients include company directors, senior management, shareholders holding more than 5% of shares, and other personnel who can access insider information due to their roles [3][4] - Specific categories of insider information recipients also encompass individuals involved in significant events that could affect the company's securities trading prices [3][4] Registration and Record-Keeping - The company must maintain a record of insider information recipients, including their names, positions, and the nature of the insider information they are privy to [6][8] - The Board of Directors is responsible for ensuring the accuracy and completeness of the insider information recipient records [6][8] Legal Responsibilities and Penalties - Insider information recipients are obligated to maintain confidentiality and are prohibited from trading or suggesting trades based on insider information [11][12] - Violations of these obligations may result in penalties or legal action, including criminal prosecution if warranted [11][12] Miscellaneous Provisions - The insider information management system is subject to relevant laws and regulations, and any conflicts with existing laws will defer to the latter [14] - The Board of Directors is responsible for the formulation, revision, and interpretation of this system, which takes effect upon approval [14]

Core Viewpoint - The company has established a management system for the deferral and exemption of information disclosure to ensure compliance with legal obligations and protect investors' rights [1][2][3]. Group 1: Information Disclosure Management - The company and related information disclosure obligors must disclose information truthfully, accurately, completely, timely, and fairly, and cannot misuse deferral or exemption to evade disclosure obligations or mislead investors [1][2]. - Deferral or exemption of disclosure is applicable when the information involves state secrets or commercial secrets that could lead to unfair competition or harm the interests of the company or others [2][3]. Group 2: Procedures for Deferral and Exemption - The company must document the reasons for deferring or exempting disclosure, including the internal review process and the circumstances under which the information must be disclosed [4][5]. - The decision to defer or exempt disclosure must be made by the general manager's office or the board of directors, depending on the nature of the information [4][6]. Group 3: Confidentiality Obligations - Company directors and other insiders have a duty to maintain confidentiality regarding deferred or exempted information and must limit the number of individuals who are aware of such information [5][6]. - Any breach of confidentiality or failure to report deferral or exemption matters may result in internal disciplinary actions or legal consequences [6][7]. Group 4: Documentation and Reporting - The company is required to submit relevant documentation regarding deferred or exempted disclosures to the regulatory authorities within ten days after the announcement of periodic reports [5][6]. - The management system includes specific forms for documenting deferral and exemption requests, ensuring that all necessary information is accurately recorded [8][9].

Core Viewpoint - The document outlines the foreign exchange derivative hedging management system of Hanhigh Group Co., Ltd, aimed at regulating and guiding the company's foreign exchange derivative hedging activities to effectively prevent and control foreign exchange rate risks [2][3]. Group 1: General Principles - The purpose of the system is to standardize the foreign exchange derivative hedging business and strengthen management in accordance with relevant laws and regulations [2]. - The foreign exchange derivative hedging business includes various products such as forward foreign exchange contracts, foreign exchange swaps, currency swaps, foreign exchange options, interest rate swaps, and interest rate options [2][3]. - The system applies to both the company and its subsidiaries, treating their hedging activities as those of the company itself [2]. Group 2: Operational Regulations - The company must adhere to prudent and stable risk management principles, ensuring that all hedging activities are based on daily operational needs and do not involve speculative trading [3]. - Transactions are only permitted with financial institutions approved by the State Administration of Foreign Exchange and the People's Bank of China, and the hedging amount must not exceed the limits approved by the board of directors or shareholders [3][4]. - Hedging contracts must align with the company's foreign exchange income and expenditure forecasts, ensuring that the foreign currency amounts do not exceed the predicted amounts [3][4]. Group 3: Approval Authority - A feasibility analysis report must be prepared and submitted to the board of directors for approval before engaging in foreign exchange derivative hedging activities [5]. - Certain transactions, such as those involving significant amounts or not intended for hedging purposes, require additional approval from the shareholders' meeting [5]. - The company can estimate the scope, amount, and duration of hedging transactions for up to twelve months in advance, subject to board approval [5]. Group 4: Management and Internal Procedures - The management team is authorized by the board or shareholders to oversee the foreign exchange derivative hedging business, including research and approval of specific operational plans [6]. - Relevant departments are responsible for providing necessary information, planning, and tracking the execution of hedging activities [6]. - The internal audit department supervises compliance with the risk management procedures and reports any violations to the board [6][7]. Group 5: Information Disclosure - The company must disclose information regarding foreign exchange derivative hedging activities promptly after board approval [8]. - If losses from hedging activities reach 10% of the company's most recent audited net profit, timely disclosure is required, along with an evaluation of the effectiveness of the hedging relationship [9]. Group 6: Miscellaneous - Any matters not covered by this system will be governed by relevant national laws and regulations [10]. - The board holds the rights to interpret and amend this system, which takes effect upon board approval [10].

General Provisions - The purpose of the work guidelines is to improve the corporate governance structure of the company in accordance with modern enterprise systems and relevant laws [1] - The guidelines apply to the general manager, deputy general managers, financial directors, and other senior management personnel as defined in the company's articles of association [2] Appointment and Dismissal Procedures - The company has one general manager, appointed or dismissed by the board of directors based on the chairman's nomination and the board's nomination committee review [3] - Several deputy general managers (including the financial director) are appointed by the general manager, subject to board approval [4] - Directors can concurrently serve as general managers or other senior management positions, but such directors must not exceed half of the total number of directors [4] Powers and Responsibilities of the General Manager - The general manager is responsible to the board of directors and has the authority to manage the company's operations, implement board resolutions, and report on work progress [6] - The general manager is tasked with organizing the annual business plan and investment proposals, as well as establishing internal management structures [6] - The general manager must ensure the authenticity of reports regarding major contracts, fund utilization, and profit and loss situations [8] General Manager's Office Meeting System - The company has a general manager's office meeting to discuss and make decisions on significant matters, including business plans and major administrative issues [12] - The general manager convenes and presides over these meetings, with participation from deputy general managers, financial directors, and other senior management [13] Reporting System - The general manager is required to report regularly or as needed to the board of directors, ensuring the accuracy of the information provided [17] - The audit department's reports must be submitted to both the general manager and the board's audit committee [19] Supplementary Provisions - In cases of resignation, dismissal, or expiration of term for the general manager, deputy general managers, or financial directors, the company has the right to conduct exit audits [21] - Any matters not covered by these guidelines will be governed by relevant laws, regulations, and the company's articles of association [22]

Core Points - The company establishes an investor relations management system to protect investors' rights and enhance communication between the company and its investors [1][2] - The management of investor relations aims to improve corporate governance and maximize overall company benefits while ensuring transparency and fairness [1][3] Group 1: Objectives and Principles - The objectives of investor relations include fostering a positive relationship with investors, establishing a stable investor base, and enhancing information transparency [2][3] - The management of investor relations should adhere to principles of compliance, equality, proactivity, and honesty [3][4] Group 2: Communication and Disclosure - The company communicates with investors through various channels, including announcements, shareholder meetings, and the company website [4][5] - The content of communication includes company strategies, financial conditions, and significant events [4][6] Group 3: Management Structure and Responsibilities - The board secretary is responsible for overseeing investor relations management, while the securities investment department handles daily operations [9][10] - Responsibilities include analyzing investor demographics, organizing meetings, and maintaining communication with investors and analysts [10][11] Group 4: Compliance and Training - The company must ensure confidentiality of undisclosed information during investor relations activities to prevent insider trading [2][5] - Training for employees involved in investor relations is essential to maintain professionalism and knowledge of company operations [11][12]

Group 1 - The company has raised a total of RMB 617,354,300.00 through the issuance of 40,010,000 shares at a price of RMB 15.43 per share, with a net amount of RMB 510,622,649.84 after deducting underwriting and other related expenses [2] - The company has committed to invest in the "Smart Home Hardware Automation Manufacturing Base" project, with a total investment amount of RMB 643,469,000.00, of which RMB 420,000,000.00 will be funded through the raised capital [3][4] - The company plans to use self-raised funds to pre-invest in the projects before the raised funds are available, and will replace these funds with the raised capital once it is received [4]

证券代码：001221 证券简称：悍高集团 公告编号：2025-012 悍高集团股份有限公司 关于召开 2025 年第一次临时股东大会的通知 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有 任何虚假记载、误导性陈述或重大遗漏。 悍高集团股份有限公司（以下简称"公司"）于 2025 年 8 月 28 日召开第二 届董事会第十二次会议，审议通过了《关于召开 2025 年第一次临时股东大会的 议案》，具体内容如下： 一、召开会议的基本情况 （2）网络投票：公司将通过交易系统和互联网投票系统向全体股东提供网络 形式的投票平台，股东可在网络投票时间内通过上述系统行使表决权。股东大会 股权登记日登记在册的所有股东，均有权通过相应的投票方式行使表决权，股东 应选择现场投票、网络投票的一种方式，如果同一表决权出现重复投票表决的， 以第一次投票表决结果为准。 （1）截止股权登记日下午收市时，在中国证券登记结算有限责任公司深圳 分公司登记在册的公司全体股东均有权出席股东大会，并可以以书面形式委托代 理人出席会议和参加表决，该股东代理人不必是公司股东； （2）公司董事、监事和高级管理人员； （3）公司聘请的见证律师 ...