Core Points - The document outlines the management system for the shares held by directors and senior management of Guangzhou Yuyin Technology Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][9] Summary by Sections Management Regulations - The management system is established to regulate the shares held by directors and senior management, based on the Company Law, Securities Law, and other relevant regulations [1] - Directors and senior management must adhere to this system [2] Share Transfer Restrictions - Shares held by directors and senior management cannot be transferred under certain conditions, including within one year of the company's stock listing and within six months after leaving the company [1][2] - Additional restrictions apply if the company is under investigation for securities violations or if the individual is subject to administrative penalties [2] Trading Restrictions - Directors and senior management are prohibited from trading company stocks during specific periods, such as 15 days before the annual or semi-annual report announcements and 5 days before quarterly reports [2][5] Reporting and Disclosure - Directors and senior management must report any changes in their shareholdings within two trading days and ensure accurate and timely disclosure of their trading activities [7][8] - The company secretary is responsible for managing the identity and shareholding data of directors and senior management [8] Compliance and Penalties - Violations of the management system may result in disciplinary actions by the board, and serious breaches could lead to penalties from regulatory authorities [9][9] - The document emphasizes the importance of compliance with the Securities Law regarding the sale and purchase of shares within specified timeframes [6][10]

Core Points - The article outlines the insider information reporting system of Guangzhou Yuyin Technology Co., Ltd, aimed at enhancing corporate governance and ensuring the authenticity, accuracy, completeness, timeliness, and fairness of information disclosure [2][18] - The board of directors is responsible for managing insider information, with the chairman and the board secretary overseeing the confidentiality of insider information [2][3] - The system defines insider information and the scope of individuals who are considered insider information holders, including company executives, major shareholders, and relevant external personnel [4][6] Group 1: General Provisions - The system is established to prevent the abuse of insider knowledge and insider trading, in compliance with various laws and regulations [2][18] - The board of directors is the main authority for managing insider information, with the chairman as the primary responsible person [2][3] - The audit committee supervises the implementation of this system [2] Group 2: Definition of Insider Information - Insider information includes any undisclosed information that could significantly impact the company's operations, finances, or stock prices [4][5] - Specific examples of insider information include major changes in business strategy, significant asset transactions, and important contracts that could affect the company's financial position [4][5][6] Group 3: Registration and Reporting Procedures - Insider information holders must fill out a registration form and submit it for approval before any public disclosure of insider information [9][10] - The company must report the insider information holder's registration to the Shenzhen Stock Exchange within five trading days after the initial public disclosure [9][10] - The company is required to maintain detailed records of all individuals who have access to insider information, including their relationship to the company and the nature of the information accessed [11][13] Group 4: Confidentiality and Accountability - Insider information holders are obligated to maintain confidentiality and are prohibited from disclosing insider information or trading based on it before public disclosure [19][20] - The company will take disciplinary actions against individuals who violate confidentiality, including potential termination and legal action [20][26] - The board of directors is responsible for verifying the accuracy and completeness of the insider information holder's registration [18][20]

薪酬与考核委员会工作细则 第二条 董事会薪酬与考核委员会（以下简称"委员会"）是董事会设立的专门 工作机构，对董事会负责。 第二章 人员组成 第三条 委员会应由三名董事组成，其中独立董事占多数。 第六条 委员任期与同届董事会董事任期一致。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 三条至第五条规定补足委员人数。 广州御银科技股份有限公司董事会 薪酬与考核委员会工作细则 第一章 总 则 第一条 为完善公司治理结构，建立健全公司董事和高级管理人员的考核和薪酬 管理制度，根据《中华人民共和国公司法》《上市公司治理准则》《广州御银科技 股份有限公司章程》（以下简称"《公司章程》"）、《深圳证券交易所上市公司 自律监管指引第1号——主板上市公司规范运作》《上市公司独立董事管理办法》及 其它有关规定，制定本工作细则。 第四条 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并任命。 第五条 委员会设主任委员（召集人）一名，由独立董事委员担任，负责主持委 员会工作。主任委员由董事会在委员会成员内直接选举产生。 第七条 公司人事行政 ...

Core Points - The company establishes an investor relations management system to enhance governance structure and protect investor rights in compliance with relevant laws and regulations [1][2][3] - The investor relations management aims to improve communication with investors and potential investors, ensuring fair treatment and transparency [1][3][4] Group 1: Principles of Investor Relations Management - Compliance principle mandates that investor relations activities must adhere to legal and regulatory requirements [2] - Equality principle emphasizes fair treatment of all investors, particularly small and medium-sized investors [3] - Proactivity principle encourages the company to actively engage with investors and respond to their feedback [3] Group 2: Responsibilities and Structure - The board secretary is designated as the head of investor relations management, overseeing all related activities [7][8] - The securities department is responsible for drafting the investor relations management system and organizing communication activities [8] - The company must ensure that all staff involved in investor relations are trained and aware of their responsibilities [10] Group 3: Information Disclosure - The company can voluntarily disclose information beyond legal requirements, ensuring it does not mislead investors [14][15] - Any significant changes to previously disclosed information must be updated promptly to maintain transparency [16][17] - The company must report any major information disclosed during investor relations activities to the Shenzhen Stock Exchange [18] Group 4: Investor Relations Activities - The company should utilize multiple channels for investor communication, including its website, social media, and direct meetings [19][20] - Shareholder meetings must be organized to facilitate participation, especially for small shareholders [21][22] - Investor briefings and analyst meetings should be conducted to address investor concerns and provide updates on company performance [34][35] Group 5: Handling Investor Complaints - The company must establish clear channels for receiving and addressing investor complaints, ensuring timely responses [50][51] - The securities department is responsible for managing complaints and ensuring that issues are resolved effectively [52][53] - A record-keeping system for complaints must be maintained to track issues and responses [58][59]

Core Viewpoint - The internal reporting system for significant events at Guangzhou Yuyin Technology Co., Ltd. aims to ensure timely, accurate, and comprehensive disclosure of information that may significantly impact the company's stock and derivatives trading prices [1][2]. General Provisions - The internal reporting system applies to the company's controlling shareholders, shareholders holding more than 5% of shares, various departments, and subsidiaries, binding all directors, senior management, and other informed personnel [1][2]. - Obligated parties must report significant events to the board secretary and chairman immediately upon occurrence [2][3]. Scope and Content of Significant Events - Significant events include matters submitted for board review, resolutions made by subsidiary boards, major transactions, and any events that could materially affect stock prices [3][4][5]. - Specific thresholds for reporting include transactions exceeding 10% of audited annual revenue or net profit, significant litigation, changes in fundraising projects, and abnormal stock price fluctuations [5][6][9]. Reporting Procedures - Obligated personnel must notify the board secretary on the same day they become aware of significant events, using phone, fax, or email, and submit relevant written documents [13][14]. - The board secretary is responsible for analyzing reported events and ensuring compliance with disclosure obligations [13][14]. Responsibilities and Penalties - All departments and subsidiaries must adhere strictly to the reporting system, with penalties for failure to report significant events, including criticism, warnings, economic penalties, or dismissal [14][18]. Miscellaneous - The internal reporting system is subject to relevant laws, regulations, and the company's articles of association, and it will take effect upon approval by the board [18][20].

Core Viewpoint - The document outlines the behavior norms for the controlling shareholders and actual controllers of Guangzhou Yuyin Technology Co., Ltd., aiming to enhance corporate governance and protect the rights of all shareholders, especially minority shareholders [1][2]. Group 1: General Principles - Controlling shareholders must act in good faith and not misuse their control to harm the company or minority shareholders [2][3]. - They are required to exercise shareholder rights lawfully and fulfill their obligations without harming the company's or other shareholders' legal rights [3][4]. - Controlling shareholders must adhere to public commitments and disclosure obligations, and cannot engage in illegal activities such as insider trading or market manipulation [3][6]. Group 2: Protection of Minority Shareholders - In cases of conflict between the interests of controlling shareholders and minority shareholders, the former must prioritize the latter's legal rights [5]. - Controlling shareholders are responsible for compensating minority investors for any legal violations [5][6]. - They must ensure that minority shareholders can exercise their voting and proposal rights without obstruction [24]. Group 3: Share Trading Regulations - Controlling shareholders are prohibited from using others' accounts or providing funds to trade company shares [25]. - They must comply with fair disclosure principles and cannot exploit undisclosed significant information for profit [26][27]. - Any sale of shares that may lead to a change in control must consider the overall interests of the company and minority shareholders [28]. Group 4: Information Disclosure Management - Controlling shareholders must fulfill their information disclosure obligations, ensuring that all disclosed information is truthful, accurate, and complete [33][34]. - They are required to notify the company of significant changes that could impact stock prices and cooperate with the company's disclosure efforts [34][35]. - Strict confidentiality measures must be taken regarding undisclosed significant information, and any leaks must be reported immediately [36][37]. Group 5: Independence and Governance - The company must maintain independence in operations, finance, and personnel, ensuring that controlling shareholders do not interfere with management decisions [18][19]. - Controlling shareholders must not engage in activities that could compromise the company's asset integrity or operational independence [22][23]. - Major decisions should be made by the shareholders' meeting and board of directors without direct interference from controlling shareholders [44].

Core Viewpoint - The document outlines the external guarantee decision-making system of Guangzhou Yuyin Technology Co., Ltd., aiming to standardize the company's external guarantee behavior, effectively control guarantee risks, and protect the legal rights of investors and the financial safety of the company [1][2]. Summary by Sections External Guarantee Definition and Principles - External guarantees refer to the guarantees provided by the company for others, including guarantees for its controlling subsidiaries. The total amount of external guarantees includes those provided by the company and its controlling subsidiaries [1]. - Guarantees must adhere to principles of equality, voluntariness, fairness, integrity, and mutual benefit. No individual or entity can force the company to provide guarantees [1][2]. Compliance and Disclosure - The company must comply with relevant laws and regulations when providing guarantees and must disclose information as required by the Securities Law and the company’s articles of association [2][3]. - Guarantees provided by controlling subsidiaries to entities outside the consolidated financial statement scope are treated as guarantees provided by the company [2]. Conditions for Providing Guarantees - The company can provide guarantees to entities with independent legal status and strong debt repayment capabilities, or to those deemed necessary for business cooperation, subject to board or shareholder approval [3][4]. - Guarantees require approval from more than half of the board members and, in certain cases, must also be submitted for shareholder approval [4][5]. Related Party Guarantees - Guarantees to related parties require approval from non-related directors and must be disclosed to shareholders, with related shareholders excluded from voting [5][6]. - Controlling shareholders and related parties must provide counter-guarantees when the company provides guarantees to them [6][7]. Management and Monitoring of Guarantees - The company must establish written contracts for all guarantees and maintain proper records. The finance department is responsible for daily management and monitoring of the guarantees [11][12]. - If a guaranteed party fails to fulfill repayment obligations, the finance department must promptly inform the board and disclose relevant information [12][13]. Risk Control and Accountability - The company must continuously monitor the financial status and repayment capabilities of guaranteed parties and take necessary measures to minimize losses if significant issues arise [18][19]. - Directors and executives are held accountable for unauthorized guarantees that harm the company’s interests, and the company must take action to recover losses from related parties if necessary [19][20]. Effective Date - The external guarantee decision-making system becomes effective upon approval by the company's shareholders and is subject to interpretation by the board [20].

证券代码：002177 证券简称：御银股份 公告编号：2025-039号 广州御银科技股份有限公司 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，没有虚假 记载、误导性陈述或重大遗漏。 一、股东大会授权及董事会审议通过权益分派方案的情况 分红方案的议案》，授权董事会在符合利润分配的条件下制定2025年度中期分红 方案。 议通过《关于2025年第一季度利润分配方案的议案》，本次利润分配预案的制定 已取得公司 2024 年年度股东大会授权，无需提交公司股东大会审议。2025年第 一季度利润分配方案具体内容为：以公司总股本761,191,294股为基数，向全体股 东每10股派发现金股利0.02元（含税），共计派发现金股利金额1,522,382.58元（含 税），不送红股，不以资本公积转增股本；剩余未分配利润结转至下一年度。 在利润分配方案披露之日起至权益分派股权登记日期间，公司若出现股本总 额发生变动的情形，公司将按照每股分配比例不变的原则，相应调整分红总额， 具体金额以实际派发时为准。 变化。 配方案一致。 第 1 页 共 3 页 四、权益分派对象 本次分派对象为：截止2025年7月9日下午深圳证券交 ...

信息披露管理制度 广州御银科技股份有限公司 信息披露管理制度 第一章 总 则 第一条 为了加强广州御银科技股份有限公司（以下简称"公司"）的信息 披露管理工作，确保正确履行信息披露义务，保护公司、股东、债权人及其他利 益相关人的合法权益，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》"）、《上市公司治理准则》 《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"《上 市规则》"）等相关法律、法规、规范性文件的有关规定和《广州御银科技股份 有限公司章程》（以下简称"《公司章程》"）有关公司信息披露的要求，结合 本公司实际情况，特制定本信息披露制度。 第二条 本制度对公司股东、全体董事、高级管理人员和公司各部门（含子 公司）和相关人员具有约束力。 第二章 公司信息披露的基本原则 第三条 本制度所称"信息"是指将可能对公司股票价格及其衍生品种交易 价格产生重大影响而投资者尚未得知的重大信息；"披露"是指在规定时间内， 通过规定的媒体，以规定的方式向社会公众公布，并送达证券监管部门备案。 第四条 信息披露义务人应当真实、准确、完整、及时地披露 ...

广州御银科技股份有限公司 募集资金管理办法 第一章 总则 第一条 为了规范广州御银科技股份有限公司(以下称"公司")募集资金的管 理,最大限度维护投资者的合法利益。依据《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》"）、《上市公司募集资金监管规则》《深 圳证券交易所股票上市规则》（以下简称"《股票上市规则》"）、《深圳证券交 易所上市公司自律监管指引第1号——主板上市公司规范运作》等有关法律、法规的 规定及《广州御银科技股份有限公司章程》（以下简称"《公司章程》"）,结合公 司实际情况，特制定本管理办法。 第二条 本办法所称募集资金是指公司通过发行股票及其衍生品种，向投资者 募集并用于特定用途的资金监管，但不包括上市公司为实施股权激励计划募集的资 金监管。 。 募集资金须符合《证券法》规定的会计师事务所审验并出具验资报告。 本办法所称超募资金是指实际募集资金净额超过计划募集资金金额的部分。 募集资金投资项目通过公司的子公司或公司控制的其他企业实施的，适用本办 法。 第三条 公司的董事和高级管理人员应当勤勉尽责，督促公司规范使用募集资 金，自觉维护公司募集资金安全，不得参与、协助或纵容 ...