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]

广博集团股份有限公司 防范控股股东及关联方资金占用管理制度 第一章 总则 第一条 为防止广博集团股份有限公司(以下简称"公司")控股股东及关联 方占用上市公司资金的行为，进一步维护公司全体股东和债权人的合法权益，建 立起防范控股股东及关联方资金占用的长效机制，根据《中华人民共和国公司法》 《中华人民共和国证券法》（以下简称"《证券法》"）、中国证券监督管理委员会 《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》等有 关法律、法规及规范性文件的要求，结合公司《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 公司董事、高级管理人员对维护公司资金安全负有法定义务。 第二章 防范资金占用原则 第三条 本制度适用于公司控股股东、实际控制人及其他关联方与公司之间 的资金管理。公司控股股东、实际控制人及其他关联方与纳入公司合并会计报表 范围的子公司之间的资金往来适用本制度。 本制度所称"关联方"，是指根据相关法律、法规和《深圳证券交易所股票 上市规则》 （以下简称"《股票上市规则》"）所界定的关联方，包括关联法人和关 联自然人。 第四条 本制度所称资金占用包括但 ...

Core Viewpoint - The article outlines the external guarantee system of Guangbo Group Co., Ltd., aiming to protect investors' interests, regulate external guarantee behaviors, and control operational risks while promoting stable development of the company [2][3]. Summary by Sections General Principles - The external guarantee refers to the company providing guarantees, mortgages, pledges, or other forms of guarantees for third parties, including loan guarantees and bank guarantees [2]. - This system applies to the company and its wholly-owned and controlling subsidiaries [2]. - External guarantees must be uniformly managed and require approval from the board of directors or shareholders' meeting [3]. Risk Control and Management - The company must adhere to principles of legality, prudence, mutual benefit, and safety while strictly controlling guarantee risks [3]. - Necessary measures must be taken to verify the creditworthiness of the guaranteed party before providing guarantees [3]. - Independent directors are required to report on external guarantees in their annual reports [3]. Review of Guarantee Objects - The company can provide guarantees to entities with independent legal status that meet specific conditions, including strong debt repayment capabilities [4]. - The board of directors must analyze the credit status and risks associated with the guarantee before approval [4][5]. Approval Procedures - All external guarantees must be approved by the board of directors or shareholders' meeting [6]. - Guarantees exceeding certain thresholds, such as 10% of the latest audited net assets, require additional shareholder approval [6][7]. Execution of Guarantees - The company must manage guarantee contracts and related documents properly, ensuring timely checks and compliance with approval processes [10][11]. - If the guaranteed party fails to fulfill their obligations, the company must take necessary measures to minimize losses [11][12]. Information Disclosure - The company is obligated to disclose external guarantee information in accordance with relevant laws and regulations [12]. - All departments involved in external guarantees must report to the board secretary and provide necessary documentation for disclosure [12][13]. Responsibilities - The company must strictly follow the established system for external guarantees, and any violations by responsible parties will lead to appropriate penalties [13].

广博集团股份有限公司 对外捐赠制度 第一章 总 则 第一条 为推动广博股份有限公司（以下简称"公司"）积极履行社会责任， 规范对外捐赠行为，进一步加强捐赠事项管理，根据《中华人民共和国公益事业 捐赠法》《中华人民共和国公司法》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》"）的相关规定，结合公司实际，特制订本制度。 第二条 本制度适用于公司及公司控股子公司。 第三条 本制度所称"对外捐赠"，是指公司及控股子公司自愿无偿将其有 权处分的合法财产赠送给合法的受赠人，用于与生产经营活动没有直接关系的公 益事业的行为。 第二章 对外捐赠的原则 第四条 权责清晰：公司经营者或者其他职工不得将公司拥有的财产以个人 名义对外捐赠，公司对外捐赠有权要求受赠人落实自己正当的捐赠意愿，不能将 捐赠财产挪作他用。 公司对外捐赠之前，应按照本制度规定履行相应的决策审批程序，经同意后 实施。 第五条 量力而行：公司应在力所能及的范围内，积极参加社会公益活动， 已经发生亏损或者由于对外捐赠将导致亏损或者影响公司正常生产经营的，除特 殊情况以外，不得对外捐赠。 第三章 对外捐赠的范围 第六条 公司可以用于对外捐赠的财 ...

广博集团股份有限公司 董事会提名委员会议事规则 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"）董事及高级管理 人员的产生，优化董事会组成，完善公司治理结构，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》"）、 《公司章程》及其他有关规定，公司特设立董事会提名委员会，并制定本议事规 则。 第二条 提名委员会是董事会下设的专门工作机构，对董事会负责，主要对 公司董事和高级管理人员的人选、选择标准和程序进行研究并提出建议，同时对 经理提名的其他高级管理人员、董事长提名的董事会秘书人选进行审查并提出建 议。 本规则所称高级管理人员，是指公司的总经理、副总经理、财务总监、董事 会秘书以及《公司章程》规定的其他高级管理人员。 第二章 人员组成 第三条 提名委员会成员由三名董事组成，其中独立董事两名。 第四条 提名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 提名委员会设召集人一名，为提名委员会主任委员，由独立董事委 员担任，负责主持委员会工作；主任委员由半数以上委员推举，并报请董 ...

Core Points - The company has established a Compensation and Assessment Committee to enhance the management of compensation and performance evaluation for directors and senior management [1][2] - The committee consists of three members, including two independent directors, and is responsible for formulating assessment standards and compensation policies [2][4] - The committee's main responsibilities include evaluating the performance of directors and senior management, reviewing compensation policies, and making recommendations to the board [3][8] Group 1: General Provisions - The Compensation and Assessment Committee is a specialized working body of the board, reporting directly to it [1] - The committee is tasked with developing assessment standards and compensation policies for directors and senior management [1][2] - The committee's members are elected by the board and serve a term consistent with that of the board [2][4] Group 2: Responsibilities and Authority - The committee is responsible for researching and proposing assessment standards for directors and senior management [8] - It reviews and examines the performance of directors and senior management, providing annual performance evaluations [8] - The committee must submit its compensation plans for directors and senior management to the board for approval [3][8] Group 3: Decision-Making Procedures - The committee must meet at least once a year, with meetings convened by the chairperson [5][6] - A quorum for meetings requires the presence of at least two-thirds of the committee members [5] - Meeting records must be kept, and all members are bound by confidentiality regarding the discussed matters [7][8]

广博集团股份有限公司 董事会议事规则 第一章 总则 第一条 宗旨 为了进一步规范广博集团股份有限公司（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》《中华人民共和国证券法》《上 市公司治理准则》《上市公司章程指引》《深圳证券交易所股票上市规则》（以 下简称"《股票上市规则》"）和《广博集团股份有限公司章程》(以下简称"《公 司章程》")等有关规定，制订本规则。 第二条 董事会 公司依法设立董事会，是公司的常设性决策机构，董事会根据股东会和《公 司章程》的授权，依法对公司进行经营管理，对股东会负责并报告工作。 第三条 组成 董事会由 9 名董事组成，设董事长 1 人，副董事长 1 人，每届任期为三年。 公司董事可由总经理或者其他高级管理人员兼任，但兼任总经理或者其他高级管 理人员职务的董事以及由职工代表担任的董事，总计不得超过公司董事总数的二 分之一。公司董事会成员中应当有三分之一以上（含）独立董事，其中至少有 1 名会计专业人士。 第四条 董事会下设机构 公司董事会设立审计委员会、提名委员会、薪酬与考核委员会等 ...

Core Points - The article outlines the rules and responsibilities of the Audit Committee of Guangbo Group Co., Ltd, emphasizing its role in overseeing internal and external audits, ensuring accurate financial reporting, and maintaining effective internal controls [2][5][10] Group 1: General Provisions - The Audit Committee is established to clarify its responsibilities and standardize procedures in accordance with relevant laws and regulations [2] - The committee is accountable to the Board of Directors and must submit proposals for board review [2] - Members of the Audit Committee must dedicate sufficient time and effort to fulfill their duties effectively [3] Group 2: Composition of the Committee - The Audit Committee consists of directors who are not senior management, including two independent directors, with at least one being a professional accountant [3][5] - The committee members must possess the necessary professional knowledge and experience to perform their duties [3] - The chairman of the committee is elected from among the independent directors with accounting expertise [3] Group 3: Responsibilities and Authority - The main responsibilities of the Audit Committee include supervising external audits, evaluating internal audits, reviewing financial information, and ensuring compliance with internal controls [5][6] - The committee must approve certain matters before they are submitted to the Board, such as financial reports and the hiring or dismissal of external auditors [6][11] - The committee is tasked with addressing any discrepancies in financial reports and ensuring corrective actions are taken [7][10] Group 4: Internal Audit Oversight - The Audit Committee is responsible for establishing and supervising the internal audit function, which reports directly to the committee [13][14] - The committee must ensure that internal audits are conducted regularly and that findings are reported to the Board [8][9] - Any significant issues identified during internal audits must be reported to the Shenzhen Stock Exchange [8] Group 5: Meeting Procedures - The Audit Committee is required to hold regular meetings at least quarterly, with provisions for special meetings as needed [12] - A quorum for meetings requires the presence of at least two-thirds of the members [12] - Meeting records must be maintained for a minimum of ten years, detailing attendance, discussions, and resolutions [12][14] Group 6: Implementation and Compliance - The rules take effect upon approval by the Board of Directors, and previous guidelines are rendered obsolete [15][28] - Any unresolved matters will be governed by national laws and regulations [15][29] - The Board of Directors holds the authority to interpret these rules [15][30]

Core Points - The document outlines the work system for the board secretary of Guangbo Group Co., Ltd, aiming to promote standardized operations and enhance the management and supervision of the board secretary's work [1] - The board secretary is a senior management position responsible for the board and must meet specific qualifications, including financial, management, and legal knowledge [2][3] - The responsibilities of the board secretary include organizing board meetings, ensuring compliance with decision-making procedures, coordinating information disclosure, and managing investor relations [3][4] Summary by Sections General Provisions - The work system is established based on relevant laws and regulations to ensure the effective operation of the company [1] Qualifications of the Board Secretary - The board secretary must meet the qualifications set by the stock listing rules and possess necessary professional knowledge and good personal ethics [2] - Individuals with certain disqualifying conditions, such as recent administrative penalties or public reprimands, cannot serve as board secretaries [2] Authority of the Board Secretary - The board secretary is responsible for preparing board meetings, ensuring accurate meeting records, and reporting significant issues to the board [3] - The board secretary acts as a liaison with regulatory bodies and is responsible for timely submission of required documents [3] - The board secretary must maintain confidentiality of sensitive information and implement effective measures to prevent leaks [3] Work Environment for the Board Secretary - The company must provide necessary conditions for the board secretary to perform their duties, with support from directors and senior management [4][5] - The board secretary has the right to access financial and operational information and must not be obstructed in their duties [5] Appointment and Dismissal Procedures - The board secretary is nominated by the chairman and appointed or dismissed by the board [6] - The company must provide valid reasons for dismissing the board secretary and report such actions to the stock exchange [6][7] - In case of vacancy, an interim secretary must be appointed until a new one is selected [7]

General Provisions - The company is established to protect the legal rights of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws [1][2] - The company is a joint-stock limited company approved by the Ningbo Municipal Government and registered with the Ningbo Market Supervision Administration [1][2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 48 million shares, listed on the Shenzhen Stock Exchange on January 10, 2007 [1][3] Company Information - The registered capital of the company is RMB 534,272,953 [2] - The company is located in Ningbo, Zhejiang Province [2] - The legal representative of the company is the chairman of the board [2] Business Objectives and Scope - The company's business objectives include innovation, learning, integrity, and mission [3][4] - The business scope includes manufacturing stationery, plastic products, wood processing, software development, and various sales and services [4][5] Share Issuance - The company's shares are issued in the form of stocks, with equal rights for each share of the same category [6][9] - The total number of shares issued by the company is 534,272,953, all of which are ordinary shares [9][10] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and supervision of the company's operations [15][16] - Shareholders must comply with laws and the company's articles of association, and they are liable for the company's debts only to the extent of their subscribed shares [20][21] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [48][49] - Shareholders holding more than 10% of the shares can request a temporary meeting [26][28] Board of Directors - The board of directors is responsible for the company's operations and must act in the best interests of the company and its shareholders [17][21] - Directors are required to disclose their shareholdings and any changes in their holdings [13][14] Financial Management - The company must adhere to strict financial management practices, including the approval of significant financial transactions by the board and shareholders [24][25] - The company is prohibited from providing financial assistance for acquiring its own shares, except under specific circumstances [10][11]