悍高集团股份有限公司财务管理制度 悍高集团股份有限公司 第一章 总 则 第一条 为加强和规范悍高集团股份有限公司（以下称"公司"或"本公司"） 财务管理和会计核算工作，维护股东合法权益，依据《中华人民共和国公司法》 《中华人民共和国会计法》 （以下简称"《会计法》"）、 《企业会计准则——基本准 则》等法律、法规、规章、规范性文件以及《悍高集团股份有限公司章程》（以 下称"《公司章程》"）有关规定，结合公司实际情况，特制定本制度。 第二条 本制度适用于本公司及全资子公司、控股子公司、分公司（以下称 "各分、子公司"）。各分、子公司可根据本制度，结合自身实际情况制定实施细 则，并报本公司备案。 第三条 公司的一切财务活动必须遵守国家法律、法规、公司章程及本制度 的规定，如实反映公司财务状况和经营成果，依法计算并缴纳各项税收，接受证 券监管、税务、审计等部门以及股东会、董事会等机构的检查监督。 第二章 财务管理组织体系 第四条 公司的财务管理工作实行统一管理、分级负责原则，财务管理体系 中各层级、各岗位按照相应的职责和权限履行财务管理职责，承担相应的责任。 第五条 公司负责人对本单位财务管理的建立健全、有效实施以 ...

Core Points - The document outlines the working rules for the Secretary of the Board of Directors of Hanguo Group Co., Ltd, emphasizing the importance of compliance with relevant laws and regulations [2][10] - The Secretary is responsible for ensuring proper information disclosure and managing investor relations, acting as a liaison between the company and regulatory bodies [5][6] Chapter Summaries Chapter 1: General Provisions - The purpose of the rules is to promote standardized operations within the company and clarify the responsibilities and authority of the Board Secretary [2] Chapter 2: Qualifications of the Board Secretary - The Board Secretary must possess necessary financial, management, and legal knowledge, and must not have any disqualifying conditions as outlined in the Company Law [3][4] Chapter 3: Responsibilities of the Board Secretary - The Board Secretary is responsible for coordinating information disclosure, managing investor relations, organizing board meetings, and ensuring compliance with legal obligations [5] - The Secretary has the authority to access financial and operational information and report any obstructions to the Shenzhen Stock Exchange [7] Chapter 4: Appointment and Dismissal of the Board Secretary - The Board Secretary is nominated by the Chairman and appointed by the Board, with specific procedures for dismissal and the need for a replacement within three months of vacancy [8][9] Chapter 5: Supplementary Provisions - The rules specify that any amendments must be approved by the Board and that the provisions must align with existing laws and regulations [10]

General Principles - The management system for the holding and trading of company stocks by directors and senior management is established to enhance compliance with relevant laws and regulations [2][3] - The system is based on the Company Law, Securities Law, and various self-regulatory guidelines from the Shenzhen Stock Exchange [2] Holding and Reporting Requirements - Directors and senior management must ensure that their stock holdings are reported accurately and timely to the Shenzhen Stock Exchange [4][5] - They are required to submit personal and family information for reporting within specified timeframes, such as within two trading days after a change in their status [4][5] Restrictions on Trading Company Stocks - Directors and senior management must notify the board secretary of their trading plans in writing before executing any trades [7][8] - There are limits on the amount of stock that can be transferred annually, capped at 25% of their total holdings, with specific exceptions [8][9] Lock-up and Trading Prohibitions - Stocks held by directors and senior management are subject to lock-up periods, with varying conditions based on the time since the company went public [10][11] - Trading is prohibited during certain periods, such as 15 days before the release of annual or semi-annual reports [25][26] Disclosure of Trading Activities - Any changes in stock holdings must be reported within two trading days, including details such as the number of shares before and after the change [13][14] - Directors and senior management must disclose their stock trading plans, including the number of shares and the reasons for trading [23][24] Penalties for Non-compliance - Any profits made from buying and selling company stocks within a six-month period must be returned to the company [21] - The board of directors is responsible for enforcing these rules and may impose penalties for violations [21][22]

悍高集团股份有限公司董事会战略委员会工作细则 悍高集团股份有限公司 第四条 战略委员会委员由董事长、二分之一以上独立董事或者全体董事的三 分之一提名，并由董事会选举产生。 第五条 战略委员会设主任委员（召集人）一名，由公司董事长担任，主任委员 负责召集并主持委员会会议，当主任委员不能出席时，应指定一名其他委员代为履行 其职责。 第六条 战略委员会任期与董事会任期一致，委员任期届满，连选可以连任。 期间如有委员不再担任公司董事职务，自动失去委员资格，并由董事会根据上述第四 至第六条规定补足委员人数。 第三章 职责权限 第一章 总则 第一条 为适应悍高集团股份有限公司（以下简称"公司"）战略与可持续发展 需要，增强公司核心竞争力和可持续发展能力，确定公司发展规划，健全投资决策程 序，加强决策科学性，提高重大投资决策的效益和决策的质量，完善公司治理结构， 提升管理水平，根据《中华人民共和国公司法》 《上市公司治理准则》等法律、法规、 规范性文件及《悍高集团股份有限公司章程》（以下简称"《公司章程》"）有关规 定，公司特设立董事会战略委员会，并制定本细则。 第二条 董事会战略委员会是董事会下设的专门工作机构，主要负责 ...

Core Points - The establishment of the Remuneration and Assessment Committee aims to enhance the governance structure of the company and improve the assessment and remuneration management system for directors and senior management [2][3] - The committee is responsible for researching assessment standards, conducting evaluations, proposing remuneration policies, and supervising the implementation of the remuneration system [2][3][4] Composition - The committee consists of three directors, with a majority being independent directors [3] - The committee is nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [3] - The term of the committee aligns with that of the board, and any member who ceases to be a director automatically loses their committee position [3] Responsibilities and Authority - The committee is tasked with formulating assessment standards for directors and senior management, reviewing remuneration policies, and making recommendations on various matters including remuneration and incentive plans [4][5] - If the board does not fully adopt the committee's recommendations, the reasons must be documented and disclosed [4] - The committee can hire external advisors for professional opinions, with costs covered by the company [4][5] Decision-Making Procedures - The board office is responsible for preparing necessary materials for the committee's decision-making [5][6] - The assessment process includes self-evaluations by directors and senior management, followed by performance evaluations conducted by the committee [6][7] Meeting Rules - The committee must hold at least one meeting annually, with special provisions for urgent matters [8][9] - A quorum requires the presence of at least two-thirds of the committee members, and decisions are made by majority vote [8][9] - Meeting records must be kept for ten years, and all attendees are bound by confidentiality [8][9] Miscellaneous - Any matters not covered by these rules will follow relevant laws and the company's articles of association [9] - The board holds the interpretation rights of these rules, which take effect upon board approval [9]

Core Viewpoint - The document outlines the independent director working system of Hanhigh Group Co., Ltd., aiming to enhance corporate governance, protect minority shareholders' interests, and ensure compliance with relevant laws and regulations [2][3]. Group 1: General Provisions - The independent director is defined as a board member who does not hold any other position in the company and has 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, participating in decision-making, supervision, and providing professional advice [2][3]. Group 2: Appointment and Qualifications - Independent directors can serve on a maximum of three domestic listed companies and must ensure they have sufficient time to fulfill their responsibilities [3]. - The proportion of independent directors on the board must not be less than one-third, and at least one must be a professional accountant [3][4]. Group 3: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [17][18]. - They have the authority to independently hire intermediaries for auditing, consulting, or verification of specific company matters [18]. Group 4: Communication and Reporting - Independent directors must maintain communication with minority shareholders and submit annual reports detailing their performance and engagement [31][32]. - The company is required to provide independent directors with timely information and support for their duties [33][34]. Group 5: Compliance and Evaluation - Independent directors must annually self-assess their independence and submit the results to the board for evaluation [6]. - The company must ensure that independent directors are not influenced by major shareholders or related parties, maintaining their objectivity [3][5].

General Principles - The purpose of the external guarantee management system is to standardize the external guarantee practices of the company, effectively control guarantee risks, and protect financial security and investors' rights [2][3] - External guarantees refer to the company providing guarantees, pledges, or other forms of security for third parties [2] Conditions for Providing External Guarantees - The company can provide guarantees only if the guarantee object meets specific credit conditions, including being a legally established enterprise with good credit and repayment ability [7][8] - The company must conduct a thorough analysis of the credit status of the guarantee object before deciding to provide a guarantee [8][9] Approval Process for External Guarantees - All external guarantees must be approved by the board of directors or the shareholders' meeting [11] - Guarantees exceeding certain thresholds, such as 10% of the company's latest audited net assets, require additional approval from the shareholders' meeting [13][14] Execution and Risk Management - The chairman or authorized personnel must sign guarantee contracts based on board or shareholder resolutions [17] - The finance department is responsible for managing guarantee risks and ensuring timely repayment by the guarantee object [20][21] Information Disclosure - Any department involved in external guarantees must report relevant information to the board secretary [23] - The company must disclose information regarding guarantees if the guarantee object fails to meet repayment obligations or faces bankruptcy [24][25] Responsibilities of Personnel - Directors and senior management who violate the guarantee procedures may face accountability [26][27] - Individuals who neglect their duties leading to company losses may be subject to penalties [28] Miscellaneous - The system will be effective upon approval by the shareholders' meeting and will adhere to relevant laws and regulations [30][31]

General Provisions - The company establishes a Board Nomination Committee to improve its governance structure in accordance with relevant laws and regulations [1] - The committee is responsible for researching selection criteria and procedures for directors and senior management, as well as reviewing and recommending qualified candidates [1] Composition of the Committee - The Nomination Committee consists of three directors, with a majority being independent directors [2] - Members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [2] - The committee has a chairperson who is an independent director, elected from among its members [2] Responsibilities and Authority - The committee is tasked with proposing nominations or dismissals of directors and hiring or firing senior management [2] - If the board does not fully adopt the committee's recommendations, it must document the reasons for non-adoption in its resolutions [2] - The committee may hire external advisors for professional opinions, with costs covered by the company [2] Decision-Making Procedures - The committee must research the selection criteria and procedures for directors and senior management based on relevant laws and the company's actual situation [3] - The selection process includes communication with relevant departments, gathering candidate information, and obtaining consent from nominees [3] Meeting Rules - Meetings require a three-day notice to all members, with provisions for urgent meetings [3] - A quorum of two-thirds of the members is needed for meetings, and decisions require a majority vote [3] - Meetings can be held in person or via communication methods, and records must be kept for ten years [3] Confidentiality and Compliance - All attendees of the meetings are bound by confidentiality regarding the discussed matters [4] - The committee's procedures and decisions must comply with relevant laws and the company's articles of association [4] Miscellaneous - Any issues not covered by these rules will follow national laws and the company's articles of association [4] - The board holds the authority to interpret these rules, which take effect upon board approval [4]

Core Points - The article outlines the work rules of the Audit Committee of Hanhigh Group Co., Ltd, emphasizing the importance of enhancing the board's decision-making function and ensuring effective supervision of the management team [1][2] - The Audit Committee is established as a specialized committee under the board, responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [1][2] Section Summaries General Provisions - The Audit Committee is created to strengthen the governance structure of the company and ensure compliance with relevant laws and regulations [1] - The committee is accountable to the board and is tasked with auditing financial information and overseeing audit work [1][2] Composition of the Committee - The committee consists of three directors, with a majority being independent directors, including at least one accounting professional [2] - Members must be independent of daily management and possess the necessary professional knowledge and experience [2] Responsibilities and Authority - The committee is responsible for reviewing financial reports, supervising external audit work, and evaluating internal controls [10][11] - Key responsibilities include approving financial disclosures, hiring or dismissing external auditors, and assessing the effectiveness of internal audits [10][11][12] Decision-Making Procedures - The internal audit department prepares materials for the committee's decisions, including financial reports and audit contracts [9] - The committee must evaluate reports and present decisions to the board for discussion [9] Meeting Rules - The committee holds regular and special meetings, requiring a quorum of two-thirds of members to make decisions [11][12] - Meetings can be conducted in person or via communication methods, with records maintained for ten years [11][12] Information Disclosure - The company must disclose the composition and professional background of the Audit Committee members [29] - Annual reports must include the committee's performance and any significant issues identified during its work [30][31]

Core Points - The company establishes an external investment management system to enhance investment management, mitigate risks, and protect the rights of shareholders [2][3] - The external investment should comply with national laws and regulations, align with the company's strategic development, and ensure clear property rights [2][3] - The system applies to the company and its subsidiaries, requiring prior approval from relevant decision-making bodies before any external investment [2][3] Chapter Summaries Chapter 1: General Principles - The purpose of the external investment management system is to regulate investment behavior and improve investment efficiency [2] - External investments must be clear in property rights and aim for value preservation and appreciation [2] Chapter 2: Organizational Management of External Investments - The company's shareholders' meeting and board of directors serve as decision-making bodies for external investments [3] - The board's strategic committee oversees investment management and provides recommendations [3] - The general manager is responsible for implementing external investments and reporting progress to the board [3] Chapter 3: Approval Authority for External Investments - External investments exceeding certain thresholds require board and shareholder approval [5][6] - The chairman can approve investments below 10% of the latest audited net assets [6] Chapter 4: Implementation, Management, and Supervision of External Investments - The investment process includes project proposal, preliminary review, and feasibility study [7] - Post-investment management is crucial for tracking project progress and financial performance [8] Chapter 5: Disposal of External Investments - The company can transfer or recover investments under specific circumstances, such as project completion or market changes [9] Chapter 6: Information Disclosure of External Investments - The company must adhere to disclosure obligations as per relevant regulations [9] Chapter 7: Supplementary Provisions - The rules are subject to national laws and regulations, and the board is responsible for their formulation and modification [10]