浙江亚厦装饰股份有限公司 （第六届董事会第十五次会议） 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"）的重大信 息内部报告工作，保证公司内部重大信息的快速传递、归集和有效管理，及时、 准确、全面、完整地披露信息，维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》、《公司章程》、《信息披露管理制度》等有关规 定，结合本公司实际，制定本制度。 第二条 公司重大信息内部报告制度是指当出现、发生或即将发生可能对公 司股票及其衍生品种交易价格产生较大影响的情形或事件时，按照本制度规定负 有报告义务的有关人员和公司，应当在第一时间将相关信息向董事长和董事会秘 书报告的制度。 第三条 本制度所称"内部信息报告义务人"包括： （一）公司董事、高级管理人员、各部门负责人; （六）公司各部门其他对公司重大事件可能知情的人员。 第四条 本制度适用于公司、子公司及参股公司。 第二章 重大信息的范围 第五条 公司重大信息包括但不限于公司及公司下属分支机构或子公司、参 股公司出现、发生或即将发生的以下内容及其持续变更进程 ...

Core Viewpoint - The company has established a comprehensive risk investment management system to regulate its risk investments and related information disclosure, ensuring compliance with relevant laws and protecting investor interests [1][2]. Group 1: Risk Investment Definition and Scope - Risk investments include securities investments, derivative transactions, and other investment behaviors recognized by the Shenzhen Stock Exchange [1][2]. - Certain investment behaviors, such as fixed-income investments and strategic investments exceeding 10% of total equity, are excluded from this system [1][2]. Group 2: Principles of Risk Investment - The company's risk investments must comply with national laws and regulations, focus on risk control, and align with the company's asset structure [3]. - Risk investment funding must come from the company's own funds, and the scale of risk investments should not affect normal business operations [3][4]. Group 3: Decision-Making and Management - Approval for risk investments is required if the total amount exceeds 10% of the latest audited net assets and is over 10 million RMB [3]. - Derivative transactions require a feasibility analysis report to be submitted to the board for approval before execution [3][4]. Group 4: Information Disclosure Requirements - The company must disclose investment decisions within two trading days after the board resolution, including details such as investment purpose, amount, and risk control measures [6][7]. - If a securities account is already established, the company must report this information simultaneously with the board resolution announcement [7]. Group 5: Responsibilities and Oversight - The chairman of the board is the primary responsible person for risk investment management, while the general manager directly oversees project operations [5][9]. - The audit committee is responsible for supervising the use of risk investment funds and must report on projects that do not meet expected benefits [5][9].

Core Points - The article outlines the management system for the trading of shares by directors and senior management of Zhejiang Yasha Decoration Co., Ltd, emphasizing compliance with relevant laws and regulations [1][2][3] Group 1: General Provisions - The management system aims to strengthen the oversight of shareholding and trading activities by directors and senior management, ensuring clarity in management procedures [1] - Directors and senior management must comply with the system and are required to be aware of laws prohibiting insider trading and market manipulation [1][2] Group 2: Information Reporting Regulations - Directors and senior management must report their personal and family identity information to the Shenzhen Stock Exchange and the registration and settlement company within specified timeframes [2] - The registration and settlement company will lock the shares held in the securities accounts of directors and senior management upon their reporting [2][3] Group 3: Trading Regulations - Directors and senior management must fill out a "Securities Inquiry Letter" three trading days before trading, and the board secretary must verify the company's information disclosure status [4] - Any changes in shareholding must be reported to the Shenzhen Stock Exchange within two trading days [4][5] Group 4: Prohibited Trading Periods - Directors and senior management are prohibited from transferring shares under specific circumstances, such as within one year of the company's stock listing or within six months after leaving their position [5][6] - Trading is also restricted during certain periods, such as 15 days before the annual or semi-annual report announcements [6][7] Group 5: Transfer Limits and Conditions - Directors and senior management can only transfer up to 25% of their shares annually, with additional restrictions for shares with limited sale conditions [8][9] - The company must disclose any additional transfer conditions related to share issuance or incentive plans [9][10] Group 6: Training and Daily Management - The board must hold semi-annual meetings to reinforce the understanding of share trading regulations among directors and senior management [10][11] - The board secretary is responsible for regular reminders and checks on share trading activities [11] Group 7: Responsibilities and Penalties - Violations of the trading regulations may result in disciplinary actions, including warnings or dismissal, and potential legal consequences [11][12] - The company must maintain complete records of any violations and report them to regulatory authorities as required [12][13]

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]