浙江亚厦装饰股份有限公司 （第六届董事会第十五次会议审议通过） 第一章 总 则 第一条 为规范浙江亚厦装饰股份有限公司（以下简称"公司"） 及公司控 股子公司的短期理财交易行为，保证公司资金、财产安全，根据深圳证券交易所 《股票上市规则》、 《上市公司信息披露管理办法》及公司章程的规定，制定本制 度。 第二条 本制度所指"短期理财业务"是指公司为充分利用闲置资金、提高 资金利用率、增加公司收益，以自有资金或暂时闲置的募集资金进行保本收益类 理财产品（除以股票为主要投资品种的理财产品）买卖或固定收益类证券（除股 票、证券投资基金、无担保债券等有价证券及其衍生品）投资交易且投资期限不 超过一年的理财行为。 第三条 公司从事短期理财交易的原则为： （一） 短期理财交易资金为公司闲置资金，其使用不影响公司正常生产经 营活动及投资需求。 （二） 短期理财交易的标的为保本固定收益类产品或保本收益递增类产品 且其预期收益高于同期人民币定期存款利率。 （三） 公司进行短期理财业务，只允许与具有合法经营资格的金融机构进 行交易，不得与非正规机构进行交易。 第六条 公司财务部为短期理财业务的具体经办部门。财务部负责对公司财 务状 ...

Group 1 - The company has established a special meeting for independent directors to ensure effective performance of their duties [1][2] - The special meeting consists entirely of independent directors and is supported by the company for its convening [1][2] - The meeting is convened by a chairperson elected by a majority of independent directors, with the chairperson's term aligned with their tenure as an independent director [1][2] Group 2 - Certain matters must be discussed in the special meeting and require approval from a majority of independent directors before being submitted to the board [2][3] - Independent directors can exercise special powers only after approval from the special meeting, including hiring external consultants and proposing meetings [2][3] - The company is required to disclose any inability to exercise these powers along with the reasons [2][3] Group 3 - The special meeting can be held with a two-thirds attendance of independent directors, and decisions require a majority vote [3][4] - Independent directors must attend the meeting in person or provide written opinions if unable to attend [3][4] - The company must ensure necessary conditions for the meeting, including providing operational information and support from designated departments [3][4] Group 4 - The meeting procedures, voting methods, and resolutions must comply with relevant laws, regulations, and the company's articles of association [4] - Meeting records must be kept for at least ten years, including independent opinions and signatures of attending directors [4] - Confidentiality obligations are imposed on attending independent directors regarding the discussed matters [4] Group 5 - The work rules for the independent directors' special meeting will take effect upon approval by the board [4][5] - Any unresolved matters will be governed by national laws and regulations, and the rules will be amended accordingly [4] - The board holds the authority to interpret these rules [4]

General Principles - The purpose of the system is to strengthen the management of subsidiaries, maintain the overall image of the listed company, and protect the interests of investors [1] - The parent company refers to Zhejiang Yasha Decoration Co., Ltd. (excluding subsidiaries), while subsidiaries are companies that the parent company has controlling or substantial control over [1] - The management of subsidiaries aims to establish effective control mechanisms for the organization, resources, assets, and investments, enhancing overall operational efficiency and risk resistance [1] Corporate Governance - Subsidiaries must strengthen self-discipline management and accept supervision from the parent company, providing truthful reflections and explanations to inquiries from the parent company's board and audit committee [2] - The board of directors of a subsidiary must have more than half of its members appointed by the parent company, and similar rules apply to the supervisory board and senior management [2][3] - Subsidiaries are required to hold at least one shareholders' meeting and two board meetings annually, with proper records and signatures from attending directors [2] Financial Management - Subsidiaries must adhere to the parent company's financial accounting system and submit financial reports and accounting materials in a timely manner [4] - The parent company's internal control system regarding asset impairment and loss management applies to subsidiaries [5] - Subsidiaries are prohibited from borrowing or providing guarantees without approval from their shareholders' meeting and prior reporting to the parent company's board [5] Internal Audit Supervision - The parent company conducts regular or irregular audits of subsidiaries, covering various aspects such as economic efficiency and major economic contracts [5] - Subsidiaries must prepare for audits and cooperate during the audit process [5] - Audit opinions and decisions approved by the parent company's board must be executed by the subsidiaries [5] Investment Management - Subsidiaries must submit major investment projects for approval by the shareholders' meeting and report to the parent company's board [6] - Investment proposals submitted to the parent company's board must include feasibility studies and alternative options [6] - Subsidiaries must control project investments according to approved amounts, ensuring quality and progress [6] Information Management - Subsidiaries are obligated to provide timely information to the parent company's board regarding significant matters and financial reports [7] - Reports on ongoing projects and investments must be submitted quarterly, semi-annually, and annually [7] - A specific department and personnel must be designated by subsidiaries to handle information provision, with details reported to the parent company's board secretary [7] Supplementary Provisions - The system applies to all controlled subsidiaries of the company [7] - The board of directors is responsible for interpreting the system, which takes effect upon approval [7]

Core Points - The company has established a non-principal guaranteed investment management system to enhance the efficiency of idle fund utilization and control investment risks [1][2] - Non-principal guaranteed investments refer to short-term investments in financial products that do not guarantee principal or returns [1] - The investment principles emphasize that such investments should not affect the company's normal operations and should be conducted with qualified financial institutions [1][2] Investment Decision Management - If the total amount of non-principal guaranteed investments exceeds 10% of the latest audited net assets and is over 10 million RMB, board approval is required prior to investment [2] - For investments exceeding 50% of the latest audited net assets or over 50 million RMB, shareholder meeting approval is also necessary [2] - A financial review group is formed to conduct risk-return analysis and submit feasibility reports for investment decisions [2][3] Implementation Process - The finance department assesses the company's financial situation and proposes investment needs based on market conditions [3] - The review group selects at least three qualified institutions for investment and submits the final investment plan for approval [3][4] - The legal department reviews contracts related to non-principal guaranteed investments to ensure compliance [3][4] Risk Control Measures - The company must control the total amount of funds occupied during the investment period, ensuring it does not exceed authorized limits [4] - A collective decision-making process is established involving multiple departments to oversee investment evaluations [4] - Regular tracking and reporting of investment progress and safety are mandated, with immediate reporting of any adverse changes [4][5] Reporting and Supervision - Monthly investment reports are to be submitted to the board and relevant executives within ten days after month-end [5] - The audit department is responsible for supervising the investment activities, ensuring compliance with approval processes and financial management [5] - Confidentiality measures are in place to protect sensitive investment information from unauthorized disclosure [5]

浙江亚厦装饰股份有限公司 第二章 董事候选人的提名 第五条 公司董事会、单独或者合并持有公司股份3%以上的股东有权提名非 独立董事候选人；公司董事会、单独或者合并持有公司已发行股份1%以上的股东 可以提出独立董事候选人；依法设立的投资者保护机构可以公开请求股东委托其 代为行使提名独立董事的权利。独立董事的提名应符合《上市公司独立董事管理 办法》的规定。 (2010年第四次临时股东大会通过，2023年第二次临时股东大会修订，2025年 第一次临时股东大会修订) 第一章 总则 第一条 为完善公司法人治理结构，规范公司选举董事的行为，维护公司中 小股东的利益，切实保障社会公众股东选择董事的权利，根据《公司法》《上市 公司治理准则》、 《关于加强社会公众股股东权益保护的若干规定》及《浙江亚厦 装饰股份有限公司章程》 （以下简称"《公司章程》"）等的有关规定，特制定本实 施细则。 第二条 本实施细则所称累积投票制，是指公司股东会在选举董事时，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 东拥有的投票权总数等于该股东持有股份数与应选董事总人数的乘积，并可以集 中使用，即股东可以用所有的投票 ...

Core Points - The article outlines the management of related party transactions for Zhejiang Yasha Decoration Co., Ltd, emphasizing fairness, justice, and transparency in transactions with related parties [1][2] - The company establishes principles for related party transactions, including adherence to market standards and avoidance of conflicts of interest [1][3] Related Party Transactions - Related party transactions involve the transfer of resources or obligations between the company and its related parties, which include both legal entities and natural persons [1][2] - The company must ensure that transactions do not harm the legitimate rights and interests of non-related shareholders [1][3] Decision-Making Authority - Transactions below RMB 300,000 with natural persons or RMB 3,000,000 with legal entities require approval from the chairman [3][4] - Significant transactions exceeding RMB 30,000,000 or 5% of the company's net assets must be approved by the shareholders' meeting [3][4] Disclosure Requirements - Transactions with amounts over RMB 300,000 with natural persons or RMB 3,000,000 with legal entities must be disclosed promptly [11][12] - The company must provide detailed information about the nature of the transaction, its impact on financial status, and whether it harms minority shareholders' interests [11][12] General Provisions - The company must maintain records of decisions related to related party transactions for at least ten years [14] - The provisions outlined in the document will take effect upon approval by the shareholders' meeting [15]

Core Points - The company has established a system to enhance information disclosure management, ensuring fair disclosure and preventing insider trading [1][2] - The board of directors is the highest management body for external information reporting, with the board secretary responsible for daily management [1][2] - Confidentiality obligations are imposed on directors and senior management during the preparation of periodic and temporary reports, as well as during significant matters [2][3] Information Reporting Management and Process - Directors and senior management must comply with relevant laws and company regulations regarding information disclosure [2][3] - Prior to public disclosure of periodic reports, no information should be disclosed to external parties without legal basis [2][3] - A written approval form must be submitted before any external information is reported, requiring multiple levels of approval [2][3] Responsibility and Emergency Measures - Individuals responsible for external information reporting must ensure the accuracy and completeness of the information [3][4] - In case of unauthorized disclosure of confidential information, the company must be notified immediately, and it will report to the Shenzhen Stock Exchange [3][4] - Legal actions will be pursued against external parties who misuse undisclosed information, including potential criminal charges [4][5]

Core Viewpoint - The company has established a comprehensive emergency management system to effectively handle sudden events that may impact its operations, finances, reputation, and stock price, ensuring the protection of investor interests and market stability [1][2]. Group 1: Emergency Management Framework - The emergency management system is designed to prevent and mitigate the impact of sudden events on the company's operations and assets [1]. - The system applies to the company and its subsidiaries, focusing on the prevention and handling of sudden events [1]. - Sudden events are categorized based on their social harm and impact, including governance, operational, policy and environmental, and information-related events [1][2]. Group 2: Organizational Structure and Responsibilities - An emergency response leadership group is established, led by the chairman and including senior management and relevant department heads [2]. - The leadership group is responsible for decision-making and deployment regarding emergency responses and external communications [2]. Group 3: Prevention and Monitoring Mechanisms - The company will implement preventive measures against potential sudden events and regularly monitor relevant factors [2][3]. - Department heads are required to conduct regular checks and report on potential risks to ensure timely control of emerging issues [2]. Group 4: Emergency Response Procedures - Upon occurrence of a sudden event, immediate measures must be taken to control the situation and initiate the relevant emergency plan [5]. - The leadership group will convene to assess the nature and severity of the event and organize a response team as necessary [5]. - Specific measures for different types of sudden events are outlined, including governance, operational, policy, and information-related responses [5]. Group 5: Reporting and Communication - The company must report significant events to regulatory bodies promptly, ensuring accurate and timely communication [5][6]. - All personnel involved in the emergency response must adhere to confidentiality principles and avoid disclosing sensitive information [7]. Group 6: Post-Event Management - After an event concludes, the leadership group will evaluate the situation, report findings to regulatory authorities, and analyze lessons learned [8]. - The company will revise emergency plans based on experiences from the event to enhance future preparedness [8]. Group 7: Support and Training - The company will ensure adequate resources, including personnel, materials, and training, to support emergency response efforts [8]. - Training programs will be implemented to enhance awareness and capabilities related to emergency management among employees [8]. Group 8: Accountability and Recognition - The company will implement a system of accountability for emergency management, rewarding outstanding contributions and addressing failures in reporting or management [9].

浙江亚厦装饰股份有限公司 第三条 公司董事离职包含任期届满未连任、主动辞职、解任以及其他导致 董事实际离职等情形。 第四条 董事任期届满未获连任的，自股东会决议通过新一届董事会任职事 项之日自动离职。 第五条 董事可以在任期届满以前辞任。董事辞任应当向公司提交书面辞职 报告，公司收到辞职报告之日辞任生效，公司将在两个交易日内披露有关情况。 董事应当在辞职报告中说明辞职时间、辞职原因、辞去的职务、辞职后是否 继续在上市公司及其控股子公司任职（如继续任职，说明继续任职的情况）等情 况。 第一章 总则 第一条 为规范浙江亚厦装饰股份有限公司（以下简称"公司"）董事离职管 理，保障公司治理结构的稳定性和连续性，维护公司及股东的合法权益，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》"）等相关法律、法规和《浙江亚厦装饰股份有限公司章程》 （以下简称"《公司章程》"）的有关规定，制定本规则。 第二条 本制度适用于公司全体董事（含独立董事）的辞任、任期届满、解 任或其他原因离职的情形。 第二章 离职情形及生效时间 独立董事在任期届满前提出辞职的，还应当在辞职报告中 ...

Core Viewpoint - The company has established a comprehensive system for managing external guarantees to protect investor interests and control operational risks, ensuring healthy and stable development [1][2]. Group 1: General Principles - The company aims to maintain investor interests and regulate its guarantee behavior to control asset operation risks [1]. - Guarantees include various forms such as loan guarantees, bank letters of credit, and other financial assurances [1]. - All directors and senior management must carefully manage and strictly control the debt risks associated with external guarantees [1]. Group 2: Guarantee Management - External guarantees must be approved by the board of directors or shareholders' meeting according to the company's articles of association [2]. - The company implements unified management of external guarantees, prohibiting guarantees without board or shareholder approval [2]. Group 3: Guarantee Objects - The company can provide guarantees for entities with independent legal status that meet specific criteria, including subsidiaries and joint ventures with strong debt repayment capabilities [7]. - Any guarantees for other companies must follow strict procedures and receive board or shareholder approval, along with necessary counter-guarantees [7][8]. Group 4: Guarantee Investigation - Prior to granting a guarantee, the company must assess the credit status of the guaranteed party and analyze the associated risks and benefits [4]. - The guarantee applicant must provide comprehensive documentation, including financial reports and analyses of repayment capabilities [5]. Group 5: Guarantee Approval - Guarantees exceeding 10% of the company's latest audited net assets or 50% of total assets require shareholder approval after board review [6]. - Related parties must abstain from voting on guarantee matters to avoid conflicts of interest [6]. Group 6: Contractual Obligations - Guarantee contracts must comply with legal standards and clearly define all parties and obligations [8]. - The company must ensure that any counter-guarantees are adequate and legally compliant [8]. Group 7: Risk Management - The finance department is responsible for managing guarantee contracts and monitoring the repayment obligations of the guaranteed parties [26]. - The company must take proactive measures to address potential risks and report any issues to the board [29]. Group 8: Information Disclosure - The board office is tasked with disclosing guarantee information in compliance with regulatory requirements [11]. - Any violations in guarantee practices must be disclosed promptly, and corrective actions should be taken to minimize losses [12]. Group 9: Accountability - Directors and senior management who violate guarantee procedures may face accountability for any resulting damages [39]. - The board has the authority to impose penalties based on the severity of losses or risks incurred [41].