上海岩山科技股份有限公司 累积投票制实施细则（2025 年 5 月修订） 上海岩山科技股份有限公司 累积投票制实施细则 （2025年5月修订） 第一章 总 则 第一条 为维护中小股东的利益，完善公司法人治理结构，规范上海岩山科 技股份有限公司（以下简称"公司"）选举董事行为，根据中国证券监督管理 委员会《上市公司治理准则》和公司章程有关规定，制定本实施细则。 第二条 本实施细则所指的累积投票制是指公司股东会在选举两名及以上的 董事时采用的一种投票方式。即公司股东会选举董事时，股东所持的每一有效表 决权股份拥有与该次股东会应选董事总人数相等的投票权，股东拥有的投票权等 于该股东持有股份数与应选董事总人数的乘积。股东既可以用所有的投票权集中 投票选举一位候选董事，也可以将投票权分散行使，投票给数位候选董事的一种 投票制度。 第三条 董事的选举，除仅有一名董事候选人的情形外，应当采用累积投票 制。 股东会以累积投票方式选举董事的，独立董事和非独立董事的表决应当分 别进行。不采取累积投票方式选举董事的，每位董事候选人应当以单项提案提 出。 第四条 在股东会上拟选举两名或两名以上董事时，董事会应在召开股东会 通知中，表 ...

Core Points - The document outlines the work system for the Secretary of the Board of Shanghai Yanshan Technology Co., Ltd, aiming to enhance corporate governance and regulate securities affairs [1][2][3] Group 1: Responsibilities of the Board Secretary - The Board Secretary is responsible for coordinating information disclosure, managing investor relations, and ensuring compliance with relevant regulations [2][3] - The Secretary must maintain confidentiality regarding undisclosed significant information and report any leaks to the Shenzhen Stock Exchange [2][3] - The Secretary is tasked with organizing board and shareholder meetings, maintaining accurate records, and ensuring compliance with legal and regulatory requirements [6][7] Group 2: Appointment and Qualifications - The Board Secretary is appointed by the Board of Directors and must possess necessary financial, management, and legal knowledge, along with a qualification certificate from the Shenzhen Stock Exchange [3][4] - The company must appoint a Secretary within three months of its initial public offering or the departure of the previous Secretary [4][5] Group 3: Information Disclosure - The company is required to disclose information in a timely, accurate, and complete manner, adhering to specific deadlines for quarterly, semi-annual, and annual reports [10][14] - Significant events that may impact the company's securities must be disclosed immediately, including changes in management, major investments, and legal issues [10][11][12] Group 4: Compliance and Reporting - The Board Secretary must ensure compliance with laws, regulations, and the company's articles of association, and report any violations to the Shenzhen Stock Exchange [2][3] - The company must provide necessary support for the Secretary to perform their duties, including access to financial and operational information [5][6] Group 5: Other Provisions - The document includes provisions for the appointment of a Securities Affairs Representative to assist the Secretary and outlines the process for the Secretary's resignation or dismissal [5][6][8] - The Secretary must sign a confidentiality agreement and undergo a review before leaving the position [6][7]

Core Points - The document outlines the management measures for the shares held by directors and senior management of Shanghai Yanshan Technology Co., Ltd. to ensure compliance with relevant laws and regulations [1][2][3] Group 1: Management Procedures - The management measures apply to the shares held by directors and senior management, emphasizing the need for compliance with laws regarding insider trading and market manipulation [1][2] - The company secretary is responsible for managing the identity and shareholding data of directors and senior management, including quarterly checks on share trading disclosures [2][7] - Directors and senior management must notify the company secretary in writing of their trading plans before buying or selling shares, and the secretary must verify compliance with relevant regulations [2][5] Group 2: Trading Restrictions - Directors and senior management, along with shareholders holding more than 5% of shares, are prohibited from engaging in margin trading involving the company's stock [2][4] - There are specific periods during which directors and senior management are not allowed to trade the company's shares, including 15 days before the annual and semi-annual reports and 5 days before quarterly reports [5][6] - Directors and senior management must ensure that their immediate family members and related parties do not trade based on insider information [6][7] Group 3: Reporting and Compliance - The company must report any violations of trading regulations by directors and senior management to the relevant authorities and recover any profits made from such violations [5][7] - The company is required to submit accurate and timely reports to the Shenzhen Stock Exchange regarding any changes in shareholding by directors and senior management [3][4] - The document stipulates that any amendments to the management measures must comply with national laws and regulations, and the company must update the measures accordingly [7][8]

（以下简称"《公 司章程》"）、《信息披露事务管理制度》的有关规定，结合公司的实际情况， 特制定本制度。 上海岩山科技股份有限公司 年报信息披露重大差错责任追究制度（2025 年 5 月修订） 上海岩山科技股份有限公司 年报信息披露重大差错责任追究制度 （2025年5月修订） 第一章 总则 第一条 为了进一步提高上海岩山科技股份有限公司（以下简称"公司"） 的规范运作水平，提高年报信息披露的质量和透明度，增强年报信息披露的真实 性、准确性、完整性和及时性，加大对年报信息披露责任人的问责力度，根据《上 市公司信息披露管理办法》《上市公司治理准则》《深圳证券交易所股票上市规 则》等法律、法规文件，以及《上海岩山科技股份有限公司章程》 第二条 本制度是指在年报信息披露工作中有关人员不履行或者不正确履行 职责、义务以及由于其他个人原因，给公司造成重大经济损失或不良社会影响时 的追究与处理制度。 第三条 本制度适用范围：公司董事、高级管理人员、持股5%以上股东以及 公司内部负责提供年报数据的部门负责人、直接经办人以及与年报信息披露有关 的其他人员。 第二章 年报信息披露重大差错的认定 第四条 本制度所指年报信息披露重大 ...

Core Points - The company has revised its "Rules for Shareholders' Meetings" to ensure compliance with relevant laws and regulations, enhancing the governance structure and protecting shareholder rights [1][2][3] Group 1: Meeting Procedures - The company must strictly follow laws, regulations, and its own rules when convening shareholders' meetings to ensure shareholders can exercise their rights [2][3] - The board of directors is responsible for organizing meetings diligently and on time, ensuring normal operations and fair treatment of all shareholders [2][3] Group 2: Types of Meetings - Shareholders' meetings are categorized into annual and extraordinary meetings, with annual meetings held within six months after the end of the previous fiscal year [3][4] - Extraordinary meetings must be convened within two months of certain triggering events, such as insufficient board members or significant losses [4] Group 3: Legal Opinions and Voting - Legal opinions must be obtained for the validity of meeting procedures, attendance qualifications, and voting results, ensuring compliance with laws and regulations [5][6] - The company must disclose the voting results and any legal opinions related to the meeting, ensuring transparency [5][6] Group 4: Shareholder Rights - Shareholders holding more than 10% of shares can request extraordinary meetings, and the board must respond within ten days [8][9] - The company must provide necessary support for shareholders to exercise their rights, including access to meeting materials and the ability to propose agenda items [8][9] Group 5: Voting Procedures - Voting at shareholders' meetings must be conducted in a transparent manner, with provisions for cumulative voting for directors [25][26] - The company must ensure that all proposals are clearly stated and that shareholders can express their opinions during the voting process [28][29]

Core Viewpoint - The document outlines the major operational and investment decision-making management system of Shanghai Yanshan Technology Co., Ltd, emphasizing the need for a scientific, standardized, and transparent decision-making process to protect the interests of the company and its shareholders [1]. Decision Scope - Major operational and investment matters include debt restructuring, purchasing raw materials, and other transactions related to daily operations, with specific exclusions noted [2]. - Financing and external guarantee matters are subject to relevant regulations and the company's decision-making system [2]. Decision Procedures - For significant operational and investment matters, decisions are categorized based on monetary thresholds, with different approval processes for amounts below and above 10 million yuan [3][4]. - Transactions involving assets or profits exceeding specified thresholds require board or shareholder approval [5]. Investment Project Evaluation - Prior to investment, departments must conduct market research and feasibility analysis, ensuring compliance with laws and alignment with the company's strategic goals [6]. - Factors such as legal restrictions, economic benefits, and necessary resources must be considered in decision-making [7]. Execution and Supervision - The execution of approved decisions involves designated departments and project managers, who must report on progress and financial status [9]. - Internal audits are mandated to ensure compliance and address any weaknesses in investment controls [9]. Investment Recovery and Transfer - The company can recover investments under specific conditions, such as project failure or bankruptcy [17]. - Investment transfers must comply with legal regulations and follow the same approval processes as initial investments [20]. Miscellaneous Provisions - The document stipulates that any unaddressed matters will adhere to national laws and the company's articles of association [12]. - The board of directors is responsible for interpreting the management system, which requires shareholder approval for implementation [13].

上海岩山科技股份有限公司 股东会议事规则 上海岩山科技股份有限公司 股东会议事规则 （2025 年 5 月修订） 第一章 总 则 第一条 为规范上海岩山科技股份有限公司（以下简称"公司"）及公司股 东的行为，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》）的规定，和《上 市公司股东会规则》 （以下简称《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》、《上海岩山科技股份有限公司章程》（以 下简称《公司章程》）及其他有关的法律、法规，制定本规则。 第二条 公司应当严格按照法律、行政法规、本规则及《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。 公司股东会、董事会或者审计委员不能正常召开、在召开期间出现异常情况 或者决议效力存在争议的，应当立即向深圳证券交易所（以下简称"证券交易所"） 报告、说明原因并披露相关事项、争议各方的主张、公司现状等有助于投资者了 解公司实际情况 ...

上海岩山科技股份有限公司 董事会审计委员会工作细则 （2025 年 5 月修订） 第一章 总则 第一条 为强化上海岩山科技股份有限公司（以下简称"公司"）的董事会决策功 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《公司法》等法律法规、规范性文件及《公司章程》的有关规定，设立董事会审 计委员会，并制定本工作细则。 第二条 公司在董事会中设置审计委员会，行使《公司法》规定的监事会的职权。 第二章 人员组成 第三条 审计委员会由三名以上不在公司担任高级管理人员的董事组成，其中独立 董事应当过半数。公司董事会成员中的职工代表可以成为审计委员会成员。 审计委员会的召集人应当为独立董事且为会计专业人士。 上海岩山科技股份有限公司 董事会审计委员会工作细则 第四条 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 一以上提名，并由董事会选举产生。 第五条 审计委员会委员应符合中国有关法律、法规及相关证券监管部门对审计委 员会委员资格的要求，具备能够履行审计委员会工作职责的专业知识和经验。审计委 员会成员应当勤勉尽责，切实有效地监督、评估公司内外部审计工作，促进公司建立 ...

Core Points - The internal reporting system for significant events at Shanghai Yanshan Technology Co., Ltd. aims to ensure timely, truthful, accurate, and complete disclosure of information that may significantly impact the company's stock trading price [1][2] - The system outlines the responsibilities and procedures for reporting significant events by various departments, subsidiaries, and personnel within the company [1][2] Group 1: Definition and Scope of Significant Events - Significant events include major lawsuits, arbitration, acquisition of new patents, signing of major contracts, and changes in the company's actual control [1][2] - Reporting obligations arise when events occur that may affect the company's assets, liabilities, equity, or operational results significantly [2][4] Group 2: Reporting Obligations - Key personnel, including directors and senior management, must report significant events to the board secretary and chairman promptly [1][5] - Specific thresholds for reporting include transactions exceeding 5% of the company's audited total assets or significant changes in business operations [3][4] Group 3: Reporting Procedures - Upon becoming aware of a significant event, responsible personnel must report the matter to the board secretary on the same day via phone, fax, or email [5][6] - The securities department is tasked with organizing and safeguarding the reported information [5][6] Group 4: Responsibilities and Penalties - All departments and subsidiaries must strictly adhere to the reporting system, with penalties for failing to report significant events in a timely manner [7] - Consequences for non-compliance may include criticism, warnings, financial penalties, or even legal accountability [7] Group 5: Miscellaneous Provisions - The internal reporting system is subject to relevant laws, regulations, and the company's articles of association [8] - The board of directors is responsible for interpreting the system and ensuring its compliance with future legal changes [8]

Core Viewpoint - The document outlines the securities investment management measures of Shanghai Yanshan Technology Co., Ltd., aiming to standardize securities investment and related information disclosure, prevent investment risks, and protect the rights and interests of investors and the company [1]. Group 1: General Principles - The securities investment includes new stock allocation or subscription, stock repurchase, investment in stocks and depositary receipts, bond investment, and other investment behaviors recognized by the Shenzhen Stock Exchange [1]. - Certain investment behaviors are excluded from these measures, such as securities investments related to the company's main business, fixed-income or guaranteed principal investments, and investments exceeding 10% of total shares in other listed companies [1]. Group 2: Investment Principles - Securities investments must comply with national laws, regulations, and normative documents [2]. - The company should adhere to principles of legality, prudence, safety, and effectiveness in securities investment, establishing internal control measures to manage investment risks and focus on investment efficiency [2]. - The scale of securities investment must be appropriate and should not affect the normal operation of the company's main business [2]. Group 3: Decision-Making and Management - The funding for securities investments comes from the company's own funds, and the company must not use raised funds for securities investments [2]. - If the investment amount exceeds 10% of the latest audited net assets and is over 10 million RMB, it must be approved by the board of directors and disclosed in a timely manner [2][3]. - The chairman of the board is the primary responsible person for securities investment matters, with designated departments or personnel responsible for feasibility analysis and execution [3]. Group 4: Information Disclosure - The board of directors must continuously track the execution progress and safety of securities investments, taking immediate action and fulfilling disclosure obligations in case of significant losses [4]. - The company must disclose the status of securities investments in periodic reports as per relevant regulations [4]. - Investments made by controlling subsidiaries are treated as the company's actions and must comply with these measures [4]. Group 5: Supplementary Provisions - Any matters not covered by these measures will be executed according to national laws, regulations, and the company's articles of association [5]. - The board of directors is responsible for formulating, revising, and interpreting these measures, which will take effect upon approval by the board [5].