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]

第二条 审计委员会是董事会下设的专门委员会，行使《公司法》规定的监事 会的职权，对董事会负责，向董事会报告工作。审计委员会主要负责审核公司财务 信息及其披露、监督及评估内外部审计工作和内部控制。 第二章 人员组成 第三条 审计委员会委员由三名董事组成，且应当为不在公司担任高级管理人 员的董事，其中独立董事应当过半数，委员中至少有一名独立董事为会计专业人士。 董事会成员中的职工代表可以成为审计委员会成员。 第四条 审计委员会委员原则上须独立于公司的日常经营管理事务，所有委员 均须具有能够胜任审计委员会工作职责的专业知识和商业经验。 第五条 审计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。 第六条 审计委员会设主任委员（召集人）一名，由独立董事中会计专业人士 担任，在委员内选举产生，负责主持委员会工作。 悍高集团股份有限公司董事会审计委员会工作细则 悍高集团股份有限公司 第一章 总则 第一条 为强化悍高集团股份有限公司（以下简称"公司"）董事会决策功能， 做到事前审计、专业审计，确保董事会对经理层的有效监督，完善公司治理结构， 根据《中华人民共和国公司法》（以下简称" ...

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 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]

悍高集团股份有限公司 第一章 总则 第一条 为了进一步规范悍高集团股份有限公司（以下简称"公司"）董事会的 议事方式和决策程序，促使本公司董事和董事会有效地履行其职责，提高董事会规 范运作和科学决策水平，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》《上市公司治理准则》《深圳证券交易所股票上市规则》 以及《悍高集团股份有限公司章程》（以下简称"《公司章程》"）等有关规定，制定 本规则。 第二条 董事会是公司经营决策的常设机构，是股东会的执行机构，执行股东 会通过的各项决议，向股东会负责及报告工作，根据相关法律、法规和《公司章程》 的规定行使职权。 第三条 董事会下设董事会办公室，处理董事会日常事务。董事会秘书兼任董 事会办公室负责人，保管董事会印章。 第二章 董事会的组成 悍高集团股份有限公司董事会议事规则 第四条 董事会由 6 名董事组成，其中独立董事占董事会成员的比例不得低于 第五条 存在《公司法》以及《公司章程》中规定不得担任董事情形的人员， 不得担任公司的董事。 第六条 董事由股东会选举或者更换，并可在任期届满前由股东会解除其职务。 董事任期 3 年，任期届满可连选连 ...

《深圳证券交易所上市公司自律监管指引第 1 号——主板上市公司 票上市规则》 规范运作》等法律、行政法规、规范性文件和《悍高集团股份有限公司章程》 （以 下简称"《公司章程》"）、《悍高集团股份有限公司独立董事议事规则》的有关规 定，制定本制度。 第二条 本制度所称"独立董事"是指不在本公司担任除董事外的其他职务， 并与公司及其主要股东、实际控制人不存在直接或间接利害关系，或者其他可能 影响其进行独立客观判断关系的董事。 悍高集团股份有限公司独立董事专门会议制度 悍高集团股份有限公司 第一章 总 则 第一条 为了促进悍高集团股份有限公司（以下简称"公司"）的规范运作， 充分发挥独立董事在公司治理中的作用，保障全体股东的合法权益不受损害，根 据《中华人民共和国公司法》 《上市公司独立董事管理办法》 《深圳证券交易所股 第三条 独立董事对公司及全体股东负有忠实与勤勉义务。独立董事应当按 照有关法律、行政法规、中国证券监督管理委员会（以下简称"中国证监会"） 规定、深圳证券交易所业务规则和《公司章程》的规定，认真履行职责，在董事 会中发挥参与决策、监督制衡、专业咨询作用，维护公司整体利益，保护中小股 东的合法权益。 ...

悍高集团股份有限公司股东会议事规则 悍高集团股份有限公司 第一章 总则 第一条 为维护悍高集团股份有限公司（以下简称"公司"）及本公司股东的合 法权益，保证股东会依法行使职权，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》（以下简称"《证券法》"）《上市公司治理 准则》《深圳证券交易所股票上市规则》《上市公司股东会规则》（以下简称"《股 东会规则》"）等法律、法规、规范性文件和《悍高集团股份有限公司章程》（以下 简称"《公司章程》"）的规定，制定本规则。 第二条 公司应当严格按照法律、行政法规、《股东会规则》及《公司章程》的 相关规定召开股东会，保证股东能够依法行使权利。 公司股东会是公司的最高权力机构，应遵照第一条规定的法律、法规、规范性文 件及本规则规定的职权范围内行使职权。 第三条 公司董事会应当切实履行职责，认真、按时组织股东会。公司全体董事 应当勤勉尽责，确保股东会正常召开和依法行使职权。 第二章 股东会的一般规定 第四条 公司股东会依法行使下列职权： （一）选举和更换非由职工代表担任的董事，决定有关董事的报酬事项； （六）对公司合并、分立、解散、清算或者变更公司 ...

Core Points - The internal audit system of Hanhigh Group Co., Ltd. aims to standardize internal audit work, improve quality, and protect investors' rights based on relevant laws and regulations [1][2][3] - The internal audit department is independent and reports to the audit committee, ensuring no conflicts of interest with the finance department [2][4] - The audit committee oversees the internal audit department's work, including reviewing annual plans and reporting significant issues to the board [2][4][5] Internal Audit Structure - The audit committee is established under the board of directors, with the audit department as a dedicated internal audit body [2][4] - Internal audit personnel must possess relevant theoretical knowledge and professional skills in auditing, accounting, and financial management [2][4][5] Responsibilities and Authority - The audit committee guides and supervises the internal audit department, ensuring compliance with internal audit regulations [2][4][5] - The internal audit department is responsible for evaluating the effectiveness of internal controls and auditing financial activities for legality and compliance [2][4][5][6] Audit Procedures - The internal audit process includes preparing an annual audit plan, forming audit teams, and issuing audit notifications [7][8] - Audit reports must be submitted to the audit committee for approval, and significant internal control deficiencies must be reported promptly [8][9] Focus Areas for Audits - Audits will focus on significant external investments, asset purchases and sales, external guarantees, and related party transactions [9][10][11] - The internal audit department will also check the use of raised funds and ensure compliance with investment plans [11][12] Reporting and Evaluation - The internal audit department must submit an annual internal control evaluation report to the board, including findings and proposed corrective actions [12][14] - The company will disclose internal control self-evaluation reports alongside annual reports, ensuring transparency [12][14]