广博集团股份有限公司 信息披露暂缓与豁免业务管理制度 第一章 总 则 第一条 为规范广博集团股份有限公司（以下简称"公司"）信息披露暂缓与 豁免行为，确保公司及相关信息披露义务人（以下简称"信息披露义务人"）依 法合规地履行信息披露义务，保护投资者的合法权益，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》《深圳证券交易 所股票上市规则》 （以下简称" 《股票上市规则》"）以及有关法律、法规、规章和 《广博集团股份有限公司章程》 （以下简称"《公司章程》"）、 公司信息披露管理制度》的规定，结合公司信息披露工作的实际情况，制定本制 度。 第二条 公司按照《股票上市规则》及交易所其他相关业务规则的规定，办 理信息披露暂缓、豁免业务的，适用本制度。 第三条 公司拟披露的信息存在《股票上市规则》及交易所其他相关业务规 则中规定的可暂缓、豁免披露情形的，由公司自行审慎判断，并接受深圳证券交 易所对有关信息披露暂缓、豁免事项的事后监管。 第二章 信息披露暂缓与豁免的适用情形 第四条 公司拟披露的信息存在不确定性，属于临时性商业秘密等情形，及 时披露可能损害公司利益或者误导投资者的，可以 ...

Core Viewpoint - The investment management system of Guangbo Group Co., Ltd. aims to standardize investment behavior, reduce risks, enhance returns, and protect the rights of the company, shareholders, and creditors [1]. Group 1: General Principles - The investment behavior of the company must comply with national laws and regulations, align with national industrial policies, and adhere to the company's development strategy [1]. - Investments should focus on economic benefits, optimize resource allocation, and ensure cooperation and supervision among departments [1]. - The principle of protecting the legal rights of the company and its shareholders is emphasized [1]. Group 2: Investment Decision-Making and Procedures - The company's shareholders' meeting and board of directors are the decision-making bodies for investments, each exercising decision-making authority within their respective scopes [2]. - Certain external investment matters require board approval if they meet specific criteria, such as asset totals exceeding 10% of the company's audited total assets or net profits exceeding 10% of the audited net profits [2][3]. - Transactions involving related parties must also comply with the company's related party transaction decision-making system [4]. Group 3: Implementation and Management of External Investments - Once an external investment project is established, the company must monitor the entire implementation process [10]. - The general manager/chairman is responsible for tracking management aspects such as construction progress, capital input, and operational effectiveness [11]. - The audit department supervises investment projects and conducts audits after project completion [12]. Group 4: Financial Management and Auditing of External Investments - The company conducts a comprehensive review of investments at the end of each fiscal year and requires subsidiaries to submit financial reports regularly [20][21]. - Financial management policies and accounting estimates of subsidiaries must adhere to the company's accounting management system [21]. Group 5: Accountability for External Investments - If external investments do not meet planned expectations or result in significant losses, the company will investigate the causes and take corrective actions [24]. - Individuals responsible for causing losses due to negligence will be held accountable according to company regulations [26]. Group 6: Miscellaneous Provisions - The term "most recent audited" refers to the latest audit conducted within the last 12 months [28]. - The investment management system will take effect upon approval by the shareholders' meeting and will replace the previous major event disposal system [29][30].

Core Viewpoint - The company has established a system for accountability regarding significant errors in annual report disclosures to enhance the quality and transparency of financial reporting [1][2]. Group 1: General Principles - The system aims to improve the company's operational standards and ensure the authenticity, accuracy, completeness, and timeliness of information disclosures [1]. - Company personnel must strictly adhere to accounting standards and internal control systems to ensure financial reports accurately reflect the company's financial status and performance [1][2]. Group 2: Accountability for Errors - Directors, senior management, and other personnel involved in annual report disclosures are held accountable for significant errors resulting from negligence or failure to perform their duties [2]. - Significant errors in annual report disclosures include major accounting errors, substantial omissions, and discrepancies in performance forecasts [2][3]. Group 3: Standards for Identifying Errors - Major accounting errors are defined as those that could significantly affect users' judgments regarding the company's financial status and performance [3]. - The company must engage qualified accounting firms to audit any corrections made to previously published financial reports [3][4]. Group 4: Procedures for Handling Errors - The internal audit department is responsible for collecting relevant information, investigating causes, and proposing corrective measures when significant accounting errors are identified [4][5]. - The company must follow regulatory requirements for correcting and supplementing disclosures when significant omissions or inaccuracies are found [6]. Group 5: Disciplinary Measures - The company will impose disciplinary actions on responsible individuals based on the severity of the errors, including warnings, demotions, or termination of employment [7]. - The results of accountability measures will be included in the annual performance evaluations of relevant departments and personnel [7].

General Principles - The purpose of the management system is to strengthen control over subsidiaries, standardize internal operations, protect the rights of the company and investors, and promote healthy development of subsidiaries [1][2] - Subsidiaries are defined as companies where the parent company holds more than 50% of the shares or has actual control over them [1] Corporate Governance - Subsidiaries must operate independently within the framework of the company's overall strategic goals and comply with relevant laws and regulations [3][6] - Subsidiaries are required to establish a sound governance structure and internal management systems [3][4] - Meeting proposals from subsidiaries must be submitted to the parent company for review before being organized [4][5] Financial Management - Subsidiaries must develop financial and accounting systems based on their operational characteristics and management requirements [4][11] - Financial reports must be submitted to the parent company regularly, including balance sheets and cash flow statements [4][12] - Subsidiaries are prohibited from lending funds or providing guarantees without the parent company's approval [4][14] Operational Management - Subsidiaries should create strategic plans aligned with the parent company's overall development strategy [5][18] - Any significant operational changes or emergencies must be reported to the parent company promptly [5][19] - Regular operational reports must be submitted to the parent company [5][20] Investment Management - Subsidiaries must obtain approval from their decision-making bodies for external investments, and significant transactions must be approved by the parent company's board [6][21] - Investment management procedures should be established to enhance project management and risk control [6][22] Management of Directors and Senior Executives - The parent company appoints or recommends directors and senior executives to subsidiaries based on investment ratios or agreements [7][23] - Appointed individuals must comply with laws and regulations and ensure the company's interests are protected [7][25] Audit Supervision - The parent company has the right to conduct regular or irregular audits of subsidiaries [8][27] - Subsidiaries must cooperate with audits and implement corrective actions based on audit findings [8][29] Information Disclosure - Subsidiaries are required to report significant business and financial matters to the parent company in a timely manner [9][31] - The legal representative of the subsidiary is responsible for managing and reporting information disclosure [9][34] Performance Assessment and Incentives - The company will establish performance assessment and incentive policies for subsidiaries to promote sustainable development [9][35] - Subsidiaries must create internal assessment systems for their senior management [9][36]

广博集团股份有限公司 信息披露管理制度 第一章 总则 第一条 为规范广博集团股份有限公司（以下简称"公司"）的信息披露行 为，加强信息披露事务管理，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》（以下简称"《证 券法》"）《上市公司信息披露管理办法》《深圳证券交易所股票上市规则》（以 下简称"《股票上市规则》"）等法律、法规及《广博集团股份有限公司章程》 （以下简称"《公司章程》"）的有关规定，制定本制度。 第二条 本制度所称信息披露是指达到证券监管部门关于公司信息披露的标 准要求，根据相关法律、法规、部门规章及证券监管部门的规范性文件，将可能 对公司股票及衍生品种价格产生较大影响而投资者尚未得知的重大信息，在规定 时间内，通过规定的媒体，以规定的方式向社会公众公布，并在证券监管部门备 案。 第三条 本制度所指信息是指可能对公司证券及其衍生品种交易价格或对投 资者作出价值判断和投资决策产生较大影响的信息及证券监管机构要求披露的 其他信息。 第四条 公司的信息披露义务人包括但不限于： 信息披露义务人披露的信息应当同时向所有投资者披露，不得提前向任何单 位和个 ...

第二条 本制度所称关联交易，是指公司或者控股子公司与公司关联人之间发 生的转移资源或者义务的事项，包括以下交易： 广博集团股份有限公司 -1- 第三条 公司的关联人包括关联法人（或者其他组织）和关联自然人。具有以 下情形之一的法人或者其他组织，为公司的关联法人（或者其他组织）： 关联交易公允决策制度 第一章 总 则 第一条 为进一步加强广博集团股份有限公司（以下简称"本公司"或"公司"） 关联交易管理，明确管理职责和分工，维护公司股东和债权人的合法利益，特别 是中小投资者的合法利益，保证公司与关联方之间订立的关联交易合同符合公平、 公正、公开的原则，依据《中华人民共和国公司法》《深圳证券交易所股票上市 规则》《广博集团股份有限公司章程》(以下简称"《公司章程》")以及其它有 关法律、法规、规章的规定，制定本制度。 （一）直接或者间接控制公司的法人（或者其他组织）； （二）由前项所述法人（或者其他组织）直接或者间接控制的除公司、控股 子公司及控制的其他主体以外的法人（或者其他组织）； （三）持有公司5%以上股份的法人（或者其他组织）及其一致行动人； （四）由公司关联自然人直接或者间接控制的，或者担任董事（不含同 ...

Core Points - The document outlines the rules for the shareholders' meeting of Guangbo Group Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] - The shareholders' meeting is the authority of the company, responsible for key decisions such as electing directors, approving financial reports, and making significant corporate changes [3][4] - The document specifies the procedures for convening meetings, including the rights of independent directors and shareholders to propose meetings [6][7][8] Group 1 - The shareholders' meeting must be held annually within six months after the end of the previous fiscal year, with provisions for extraordinary meetings as needed [1][2] - Legal opinions must be obtained for the meeting's procedures, attendance qualifications, and voting results [2] - The meeting has the authority to elect and replace directors, approve profit distribution plans, and make decisions on capital changes and major asset transactions [3][4] Group 2 - The document details the conditions under which guarantees and significant transactions must be submitted for shareholder approval [4][5] - Shareholders holding more than 10% of shares can request a temporary meeting, and the board must respond within ten days [6][7] - The notice for the meeting must include essential details such as time, location, and agenda, ensuring transparency for all shareholders [10][11] Group 3 - Voting procedures are outlined, including the requirement for a majority or two-thirds majority for different types of resolutions [42][44] - The document emphasizes the importance of maintaining order during meetings and the responsibilities of the board and independent directors [24][25] - It mandates that meeting records be kept for at least ten years, ensuring accountability and traceability of decisions made [15][41]

Core Points - The internal control system of Guangbo Group aims to enhance operational efficiency, profitability, and the reliability of financial information while safeguarding assets and mitigating risks [2][3] - The internal control objectives include ensuring compliance with laws and regulations, improving operational efficiency, safeguarding assets, and ensuring accurate financial reporting [3][4] - The internal audit department is responsible for supervising the establishment and execution of the internal control system and reporting significant deficiencies [4][6] Internal Control Environment - The internal control environment encompasses governance structure, organizational setup, authority distribution, human resource policies, and corporate culture [3][8] - The company establishes a clear division of responsibilities and organizational structure to ensure accountability [8][9] - The company emphasizes the importance of internal audit independence and the need for a robust internal audit framework [4][5] Risk Assessment - Risk assessment is designed to help the company identify and analyze risks associated with achieving internal control objectives [6][14] - The company is committed to continuously collecting relevant information for risk assessment and adjusting strategies accordingly [14][16] - Various risk response strategies, including risk avoidance and risk reduction, are employed to effectively manage risks [16][17] Control Activities - Control activities include departmental setup, job responsibilities, business regulations, and processes [7][19] - The company has established a risk warning mechanism and emergency response procedures for significant risks [19][21] - A scientific evaluation system is in place to assess employee performance, which influences compensation and career progression [21][23] Information and Communication - The company has established internal communication protocols to enhance information flow and management transparency [9][27] - An intelligent office system is utilized to facilitate internal communication and external information dissemination [27][29] - The company has a dedicated information disclosure management system to ensure timely and accurate information release [29][30] Internal Supervision - The audit committee of the board is responsible for overseeing the internal control system and ensuring its effectiveness [10][31] - Internal audit reports are submitted to the board and audit committee, highlighting deficiencies and improvement suggestions [31][36] - Regular self-assessments of internal control effectiveness are conducted, with findings reported to the board [36][38] Conclusion - The internal control system is crucial for the company's operational integrity and compliance with regulations, with ongoing evaluations and adjustments to enhance its effectiveness [15][42] - The board is responsible for interpreting and revising the internal control system, which takes effect upon approval [15][43]

Core Viewpoint - The internal audit system of Guangbo Group Co., Ltd. is established to standardize and ensure the effectiveness of internal audit work, strengthen supervision and risk control, and protect the safety and integrity of company assets [1][2]. Group 1: Internal Audit Definition and Purpose - Internal audit refers to an evaluation activity conducted by internal personnel or departments to assess the effectiveness of internal controls, risk management, the authenticity and completeness of financial information, and the efficiency and effectiveness of business activities [1][2]. Group 2: Internal Audit Department Structure - The company has established an audit department responsible for supervising business activities, risk management, and the implementation of internal control systems [2][3]. - The audit department operates independently and is not under the leadership of the finance department [2][3]. - The head of the internal audit department must be a full-time position nominated by the audit committee and appointed by the board of directors [2][3]. Group 3: Responsibilities and Authority of the Audit Department - The audit department is responsible for evaluating the completeness and effectiveness of internal control systems across various departments and subsidiaries [3][4]. - It conducts audits on the legality, compliance, authenticity, and completeness of accounting and economic data, including financial reports and performance forecasts [3][4]. - The audit department must report at least quarterly to the board or the audit committee on the execution of the internal audit plan and any issues discovered [3][4]. Group 4: Audit Procedures - The audit department must notify the audited unit prior to routine audits and prepare an audit plan detailing the audit's scope, objectives, and required materials [6][7]. - Auditors are required to document their findings and provide constructive feedback based on verified evidence [7][8]. Group 5: Utilization of Audit Results and Accountability - Audit results are used to improve internal controls and mitigate enterprise risks [8][9]. - The audit department is responsible for supervising the implementation of corrective measures for issues identified in the audit reports [8][9]. - Internal auditors are held accountable for serious negligence, which may result in economic penalties or dismissal [8][9]. Group 6: Archive Management - The audit department must establish and manage audit archives, including audit notifications, plans, reports, and supporting documents [9]. - Audit archives must be organized and maintained according to company policies on document management and confidentiality [9].

Core Viewpoint - The company has established a financial assistance management system to regulate its external financial assistance activities and mitigate financial risks, in compliance with relevant laws and regulations [1][2][8] Summary by Sections General Principles - The financial assistance provided by the company includes both compensated and uncompensated funding, excluding certain situations such as when the company is primarily engaged in lending activities or when the assistance is provided to subsidiaries within the consolidated financial statements that are over 50% owned [1][2] - The company must protect shareholders' rights and ensure that financial assistance is provided on an equal and voluntary basis [1][2] Approval Authority and Procedures - Financial assistance must be approved by the board of directors or the shareholders' meeting, requiring a majority of directors present to agree, with specific conditions for larger amounts or financially distressed recipients [2][3] - The company cannot provide financial assistance to related parties, including directors and major shareholders [2][3] Operational Procedures for Financial Assistance - The company must sign agreements with recipients detailing the conditions, amounts, terms, and liabilities associated with the financial assistance [4][5] - Prior to providing assistance, a risk assessment of the recipient's financial health and operational status must be conducted [5][6] Information Disclosure - The company is required to disclose details of financial assistance, including the nature of the assistance, recipient's financial status, and risk mitigation measures [6][7] - Disclosure must include the total amount of financial assistance provided and any overdue amounts [7][8] Penalties - Violations of the financial assistance regulations that result in losses or negative impacts on the company will lead to economic liability for responsible individuals, and severe cases may be referred for criminal prosecution [8]